Common use of Change in Control Vesting Clause in Contracts

Change in Control Vesting. (a) If you remain employed by BW throughout the period beginning on the Date of Grant and ending on the date of a Change in Control, you will become 100% vested in all unvested Options evidenced by this Agreement upon the Change in Control, except to the extent that an award meeting the requirements of Section 4(c) below (a “Replacement Award”) is provided to you in accordance with Section 4(c) below to replace, adjust or continue the award of the Options covered by this Agreement (the “Replaced Award”). If a Replacement Award is provided, references to the Options in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If, upon or after receiving a Replacement Award, you experience a termination of employment with BW (or any successor) (the “Successor”) by reason of you terminating employment for Good Reason or the Successor terminating your employment other than for Cause, in each case within a period of two years after the Change in Control and during the vesting period set forth in Section 3, you shall become 100% vested in the Replacement Award upon such termination. (c) For purposes of this Agreement, a “Replacement Award” means an award: (i) of the same type (e.g., nonqualified stock options) as the Replaced Award; (ii) that has a value at least equal to the value of the Replaced Award; (iii) that relates to publicly traded equity securities of BW or its successor in the Change in Control or another entity that is affiliated with BW or its successor following the Change in Control; (iv) if your holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which under the Code are not less favorable to you than the tax consequences of the Replaced Award; and (v) the other terms and conditions of which are not less favorable to you holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

Change in Control Vesting. (a) If you remain employed by BW throughout the period beginning on the Date of Grant and ending on the date of a Change in Control, you will become 100% vested in all outstanding unvested Options RSUs evidenced by this Agreement upon the Change in Control, except to the extent that an award meeting the requirements of Section 4(c) below a Replacement Award (a “Replacement Award”as defined in subsection (d)) is provided to you in accordance with Section 4(c) below to replace, adjust or continue the award of the Options RSUs covered by this Agreement (the “Replaced Award”). If a Replacement Award is provided, references to the Options RSUs in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If, upon or after receiving a Replacement Award, you experience a termination of employment with BW (or any successor) (the “Successor”) by reason of you terminating employment for Good Reason or the Successor terminating your employment other than for Cause, in each case within a period of two years after the Change in Control and during at a time when the vesting period set forth in Section 3Replacement Award has not vested or been forfeited, you shall become 100% vested in the Replacement Award upon such termination. (c) For purposes of this Agreement, a “Replacement Award” means an award: (i) of the same type (e.g., nonqualified restricted stock optionsunits) as the Replaced Award; (ii) that has a value at least equal to the value of the Replaced Award; (iii) that relates to publicly traded equity securities of BW or its successor in the Change in Control or another entity that is affiliated with BW or its successor following the Change in Control; (iv) if your holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which under the Code are not less favorable to you than the tax consequences of the Replaced Award; and (v) the other terms and conditions of which are not less favorable to you holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c3(c) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

Change in Control Vesting. (a) If you remain employed by BW the Participant remains in the continuous employ of the Company or Subsidiary throughout the period beginning on the Date of Grant and ending on the date of a Change in Control, you the Participant will become 100% vested Vested in all unvested Options evidenced by this Agreement the Restricted Share Units not otherwise Vested subject to the Award upon the Change in Control, except to the extent that an award meeting the requirements of Section 4(c1.4(e) below (a “Replacement Award”) is provided to you the Participant in accordance with Section 4(c1.4(e) below to replace, adjust or continue the award of the Options Restricted Share Units covered by this Agreement (the “Replaced Award”). If a Replacement Award is provided, references to the Options Restricted Share Units in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If, upon or after receiving a Replacement Award, you experience the Participant experiences a termination of employment with BW the Company or Subsidiary of the Company (or any successorof their successors) (as applicable, the “Successor”) by reason of you the Participant terminating employment for Good Reason or the Successor terminating your Participant’s employment other than for Cause, in each case within a period of two years after the Change in Control and during the vesting period set forth in Section 3Vesting Period, you the Participant shall become 100% vested Vested in the Replacement Award upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any outstanding Restricted Share Units that at the time of the Change in Control are not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control and will be paid as provided for in Section 1.3(b). (d) For purposes of this Agreement, a “Replacement Award” means an award: (i) of the same type (e.g., nonqualified stock options) as the Replaced Award; (ii) that has a value at least equal to the value of the Replaced Award; (iii) that relates to publicly traded equity securities of BW or its successor in the Change in Control or another entity that is affiliated with BW or its successor following the Change in Control; (iv) if your holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which under the Code are not less favorable to you than the tax consequences of the Replaced Award; and (v) the other terms and conditions of which are not less favorable to you holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.” means:

Change in Control Vesting. (a) If you remain employed by BW the Participant remains in the continuous employ of the Company or a Subsidiary throughout the period beginning on the Date of Grant and ending on the date of a Change in Control, you the Participant will become 100% vested Vested in all unvested Options the Cash Retention Award evidenced by this Agreement upon the Change in Control, except to the extent that an award meeting the requirements of Section 4(c1.3(f) below (a “Replacement Award”) is provided to you the Participant in accordance with Section 4(c1.3(f) below to replace, adjust or continue the award of the Options covered Cash Retention Award evidenced by this Agreement (the “Replaced Award”). If a Replacement Award is provided, references to the Options Cash Retention Award in this Agreement shall be deemed to refer to the Replacement Award after the Change in Control. (b) If, upon or after receiving a Replacement Award, you experience the Participant experiences a termination of employment with BW the Company or a Subsidiary of the Company (or any successorof their successors) (as applicable, the “Successor”) by reason of you the Participant terminating employment for Good Reason or the Successor terminating your Participant’s employment other than for Cause, in each case within a period of two years after the Change in Control and during the vesting period set forth in Section 3Vesting Period, you the Participant shall become 100% vested Vested in the Replacement Award upon such termination. (c) If a Replacement Award is provided, notwithstanding anything in this Agreement to the contrary, any portion of the outstanding Cash Retention Award that at the time of the Change in Control is not subject to a “substantial risk of forfeiture” (within the meaning of Section 409A of the Code) will be deemed to be Vested at the time of such Change in Control and will be paid as provided for in Section 1.4(c). (d) For purposes of this Agreement, “Disability” shall mean a “Replacement Award” means an awardmedically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months and that results in the Participant: (i) of the same type (e.g., nonqualified stock options) as the Replaced Awardbeing unable to engage in any substantial gainful activity; or (ii) that has receiving income replacement benefits for a value at least equal to the value period of not less than three months under an accident or health plan covering employees of the Replaced Award; (iii) that relates to publicly traded equity securities of BW or its successor in the Change in Control or another entity that is affiliated with BW or its successor following the Change in Control; (iv) if your holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which under the Code are not less favorable to you than the tax consequences of the Replaced Award; and (v) the other terms and conditions of which are not less favorable to you holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretionCompany.

Change in Control Vesting. (i) Section 10(b)(iv) of the Plan shall not apply to the shares of Restricted Stock granted under this Agreement. Instead (and notwithstanding the vesting schedule described in subsection (a) If you remain employed by BW throughout above), the period beginning on following vesting provisions shall apply: In the Date of Grant and ending on the date event of a Change in Control, you fifty percent (50%) of the shares of Restricted Stock will become 100% vested in all unvested Options evidenced by this Agreement upon immediately vest (subject to the Participant’s continued employment with the Company or an Affiliate through the date of the Change in Control, except to the extent that an award meeting the requirements of Section 4(c) below (a “Replacement Award”) is provided to you in accordance with Section 4(c) below to replace, adjust or continue the award of the Options covered by this Agreement (the “Replaced Award”). If Further, in the event that (a) a Replacement Award is provided, references to Change in Control occurs and (b) during the Options in this Agreement shall be deemed to refer to the Replacement Award after the twelve-month period following such Change in Control. , the Participant’s employment is terminated by the Company or an Affiliate for any reason other than for (bi) IfCause or (ii) Disability, upon or after receiving a Replacement Award, you experience a termination of the Participant terminates his employment with BW (or any successor) (the “Successor”) by reason of you terminating employment during this twelve-month period for Good Reason or (as defined in the Successor terminating your employment other than for CauseEmployment Agreement), in each case within a period of two years after the Change in Control and during the vesting period set forth in Section 3, you shall become then 100% of the shares of Restricted Stock shall be vested in the Replacement Award upon such termination. (c) immediately. For purposes of this Agreementclarification, a “Replacement Award” means an award: (i) of the same type (e.g., nonqualified stock options) as the Replaced Award; (ii) that has a value at least equal to the value of the Replaced Award; (iii) that relates to publicly traded equity securities of BW or its successor in the Change in Control or another entity that is affiliated with BW or its successor following the Change in Control; (iv) if your holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which under the Code are not less favorable to you than the tax consequences of the Replaced Award; and (v) the other terms and conditions of which are not less favorable to you holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent termination of the Participant’s employment by the Company or an Affiliate for Cause or Disability, by the Participant for any reason other than Good Reason, or in the event of the Participant’s death, the unvested shares of Restricted Stock shall not be vested pursuant to the preceding sentence. (ii) In the event of a Change of Control whereby all of the capital stock of the Company (including, without limitation the Common Stock of the Company and the Restricted Stock hereunder) is exchanged, redeemed, converted or otherwise reclassified, notwithstanding the form of Corporate Transaction, into the right to receive the equity securities or other property (other than cash) of the surviving, successor or purchasing corporation, or a parent or subsidiary thereof in such Change of Control (as applicable, the “Purchasing Corporation”), then, and in each such case, as part of such Change of Control), provision shall be made so as to allow the Participant to receive, subject to the vesting terms and other provision hereof, the number of shares of equity securities or such other property of the Purchasing Corporation as would any holder of shares of Common Stock of the Company receive upon the closing of such Change of Control. A Replacement Award may be granted only The foregoing shall similarly apply to any successive Change of Control. If the per-share consideration payable to any holder of shares of Common Stock of the Company in connection with any such transaction is in a form other than cash or marketable securities, then (to the extent it does not result necessary to implement the provisions of this subsection (ii)) the value of such consideration shall be as determined in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A documents governing the Change of Control. In the event of a Change of Control whereby all of the Code. Without limiting the generality capital stock of the foregoingCompany is exchanged, the Replacement Award may take redeemed, converted or otherwise reclassified, notwithstanding the form of a continuation Corporate Transaction, into the right to receive cash consideration for each share thereof (including, without limitation, for each share of Restricted Stock hereunder), and provision is not made for the Purchasing Corporation to substitute shares of its capital stock for the remaining unvested shares of Restricted Stock hereunder so as to allow Participant to retain substantially (subject to vesting) the same terms and substantially the same value applicable to the Restricted Stock as of the Replaced Award if the requirements closing of the two preceding sentences are satisfiedChange of Control, then provision shall be made for an amount of cash equal to the cash value of the unvested shares of Restricted Stock as of the closing of the Change of Control to be held by the Purchasing Corporation, subject to the vesting provisions contained herein. The determination That is, such cash amounts shall be paid to Participant on each applicable vesting date hereunder (with respect to the number of whether shares of Restricted Stock that would have vested as of such date and subject to the vesting conditions of hereunder), including, without limitation, any accelerated vesting date contemplated by this Section 4(c) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion3(b).