Common use of CHANGE IN CORPORATE CONTROL Clause in Contracts

CHANGE IN CORPORATE CONTROL. The provisions of this paragraph shall supersede any contrary or inconsistent provisions set forth in Section 13 of the Plan. In the event of a Change in Control that is a permissible distribution event under Code Section 409A(a)(2)(A)(v) (as certified by the Committee), you will become partially vested in the Shares subject to this Award, provided that the Committee has determined that the organization is on track to meet the Performance Goals. The number of Shares in which your interest vests will be determined by multiplying the total number of Shares subject to this Award by a fraction having (a) a numerator equal to the number of full months of your Continuous Service between the Grant Date and the date of the Change in Control, and (b) a denominator equal to 36. If the unvested portion of this Award is assumed or substituted by a Successor Corporation in a Change in Control, and your employment is Involuntarily Terminated by the Successor Corporation in connection with, or within 12 months following consummation of, the Change in Control, then you shall not become fully vested in this Award unless the Committee provides you with written notice that the Committee has decided, in its sole and absolute discretion, to accelerate such vesting. Notwithstanding the foregoing, if the Committee notifies you in writing within 25 months after a Change in Control that you have violated the Non-Solicitation Agreement attached as Exhibit C, the Company shall have the right to coincidentally redeem any Shares in which your rights vested pursuant to Section 2 hereof as a result of your retirement. The price payable to redeem such Shares will be U.S. $1.00 per Share, and the Company shall enclose it with the written notice referenced in the preceding sentence. By executing this Agreement, you agree to execute any document that the Company considers reasonably necessary or proper to consummate this redemption.

CHANGE IN CORPORATE CONTROL. The provisions of this paragraph shall supersede any contrary or inconsistent provisions set forth in Section 13 of the Plan. In the event of a Change in Control that is a permissible distribution event under Code Section 409A(a)(2)(A)(v) (as certified determined by the CommitteeCommittee in its sole discretion), you will become partially vested in the Shares subject to this Award, to the extent allowable under Treasury Regulations under Section 409A of the Code and provided that the Committee has determined that the organization is on track to meet the Performance Goals. The number of Shares in which your interest vests will be determined by multiplying the total number of Shares subject to this Award by a fraction having (a) a numerator equal to the number of full months of your Continuous Service between the Grant Date and the date of the Change in Control, and (b) a denominator equal to 36. If the unvested portion of this Award is assumed or substituted by a Successor Corporation in a Change in Control, Control and your employment is Involuntarily Terminated by the Successor Corporation in connection with, or within 12 months following consummation of, the Change in Control, then you shall not become fully vested in the unvested portion of this Award unless shall be immediately and irrevocably forfeited and any and all rights associated with the Committee provides you with written notice unvested portion of this award shall immediately become null, void and unenforceable; provided, however, that the Committee has decidedmay decide, in its sole and absolute discretion, to accelerate the vesting on such vestingunvested portion of this Award. Notwithstanding the foregoing, if the Committee notifies you in writing within 25 months after a Change in Control that you have violated the Non-Solicitation Agreement attached as Exhibit C, the Company shall have the right to coincidentally redeem any Shares in which your rights vested pursuant to Section 2 hereof as a result of your retirementor Section 3 hereof. The price payable to redeem such Shares will be U.S. $1.00 per Share, and the Company shall enclose it with the written notice referenced in the preceding sentence. By executing this Agreement, you agree to execute any document that the Company considers reasonably necessary or proper to consummate this redemption.

CHANGE IN CORPORATE CONTROL. The provisions of this paragraph shall supersede any contrary or inconsistent provisions set forth in Section 13 of the Plan. In the event of a Change in Control that is a permissible distribution event under Code Section 409A(a)(2)(A)(v) (as certified determined by the CommitteeCommittee in its sole discretion), you will become partially vested in the Shares subject to this Award, to the extent allowable under Treasury Regulations under Section 409A of the Code and provided that the Committee has determined that the organization is on track to meet the Performance Goals. The number of Shares in which your interest vests will be determined by multiplying the total number of Shares subject to this Award by a fraction having (a) a numerator equal to the number of full months of your Continuous Service between the Grant Date and the date of the Change in Control, and (b) a denominator equal to 36. If In addition, if the unvested portion of this Award is assumed or substituted by a Successor Corporation in a Change in ControlControl that is a permissible distribution event under Code Section 409A(a)(2)(A)(v) (as determined by the Committee in its sole discretion), and your employment is Involuntarily Terminated by the Successor Corporation in connection with, or within 12 months following consummation of, the Change in Control, then you the number of additional Shares in which your interest vests pursuant to this Section 3 shall not become fully vested in be determined by multiplying the total number of Shares subject to this Award unless by a fraction having (a) a numerator equal to the Committee provides you with written notice lesser of 12 and the number of months between the date of such termination and the end of the Performance Period, and (b) a denominator equal to 36; provided, however, that the Committee has decidedmay decide, in its sole and absolute discretion, to accelerate such vesting. Notwithstanding the foregoing, if the Committee notifies you in writing within 25 months after a Change in Control that you have violated the Non-Solicitation Agreement attached as Exhibit C, the Company shall have the right to coincidentally redeem any Shares in which your rights vested pursuant to Section 2 hereof as a result of your retirementor Section 3 hereof. The price payable to redeem such Shares will be U.S. $1.00 per Share, and the Company shall enclose it with the written notice referenced in the preceding sentence. By executing this Agreement, you agree to execute any document that the Company considers reasonably necessary or proper to consummate this redemption.

CHANGE IN CORPORATE CONTROL. The provisions of this paragraph shall supersede any contrary or inconsistent provisions set forth in Section 13 of the Plan. In the event of a Change in Control that is a permissible distribution event under Code Section 409A(a)(2)(A)(v) (as certified determined by the CommitteeCommittee in its sole discretion), you will become partially vested in the Shares subject to this Award, to the extent allowable under Treasury Regulations under Section 409A of the Code and provided that the Compensation Committee of the Board has determined that the organization is on track to meet the Performance Goals. The number of Shares in which your interest vests will be determined by multiplying the total number of Shares subject to this Award by a fraction having (a) a numerator equal to the number of full months of your Continuous Service between the Grant Date and the date of the Change in Control, and (b) a denominator equal to 36. If In addition, if the unvested portion of this Award is assumed or substituted by a Successor Corporation in a Change in ControlControl that is a permissible distribution event under Code Section 409A(a)(2)(A)(v) (as determined by the Committee in its sole discretion), and your employment is Involuntarily Terminated by the Successor Corporation in connection with, or within 12 months following consummation of, the Change in Control, then you the number of remaining Shares in which your interest vests shall not become fully vested in be determined by multiplying the total number of Shares subject to this Award unless by a fraction having (a) a numerator equal to the Committee provides you with written notice lesser of 12 and the number of months between the date of such termination and the third anniversary of the Grant Date, and (b) a denominator equal to 36; provided, however, that the Committee has decidedmay decide, in its sole and absolute discretion, to accelerate such vesting. Notwithstanding the foregoing, if the Committee notifies you in writing within 25 months after a Change in Control that you have violated the Non-Solicitation Agreement attached as Exhibit C, the Company shall have the right to coincidentally redeem any Shares in which your rights vested pursuant to Section 2 hereof as a result of your retirement. The price payable to redeem such Shares will be U.S. $1.00 per Share, and the Company shall enclose it with the written notice referenced in the preceding sentence. By executing this Agreement, you agree to execute any document that the Company considers reasonably necessary or proper to consummate this redemption.