Common use of Change of Control Prior to a Committee-Determined Final Award Date Clause in Contracts

Change of Control Prior to a Committee-Determined Final Award Date. (a) Notwithstanding anything in the Agreement to the contrary, upon a Change of Control at any time prior to a Committee-determined Final Award Date pursuant to Section 8.2 and provided that the 2015-2017 Incentive Performance Units are still outstanding as of the end of the day immediately preceding the day on which the Change of Control occurs and have not already terminated or been terminated in accordance with the service, conduct or other provisions of Section 5, Grantee will be awarded a Final Award (the vested Payout Share Units); provided, that: (1) Grantee is still an employee of the Corporation on January 2, 2018; (2) Xxxxxxx’s termination of employment was a Qualifying Retirement or a Qualifying Disability Termination; (3) Grantee died while an employee of the Corporation or after a circumstance set forth in (2) immediately above; or (4) Grantee was terminated by the Corporation without Cause (as defined in Section 15.4) or voluntarily resigned from the Corporation for Good Reason after the Change of Control. If this Section 8.3 is applicable, and a Final Award is awarded pursuant to Section 8.3, then neither vesting nor payout will not be accelerated by reason of a Change of Control. Rather, vesting will occur upon satisfaction of the service conditions set forth in Section 5.3 and Section 8.3(a) above and payout would occur as soon as practicable after January 2, 2018. The date of such payment is sometimes referred to in the Agreement as the “Change-of-Control-determined Final Award Date.” The amount of vested Payout Share Units in the Final Award (the Calculated Maximum Payout Share Units calculated in accordance with the provisions of Sections 6 and 7 applicable in these circumstances) will be calculated as of the date of the Change of Control once the final data necessary for the award determination is available. (b) The Compensation Committee may not exercise any further negative discretion pursuant to Section 8.2(c) or otherwise exercise discretion pursuant to the Award Agreement in any way that would serve to reduce a Final Award calculated pursuant to this Section 8.3.

Change of Control Prior to a Committee-Determined Final Award Date. (a) Notwithstanding anything in the Agreement to the contrary, upon the occurrence of a Change of Control at any time prior to a Committee-determined Final Award Date pursuant to Section 8.2 and provided that the 20152014-2017 2016 Incentive Performance Units and related Dividend Equivalents are still outstanding as of the end of the day immediately preceding the day on which the Change of Control occurs and have not already terminated or been terminated in accordance with the service, conduct or other provisions of Section 5, Grantee will be deemed to have been awarded a Final Award (the vested Payout Share Units); provided, that: (1Units and related Dividend Equivalents) Grantee is still an employee in the amount of the Corporation on January 2Calculated Maximum Payout Share Units and related Dividend Equivalents calculated in accordance with the provisions of Sections 6 and 7 applicable under these circumstances, 2018; (2) payable to Grantee or Xxxxxxx’s termination of employment was a Qualifying Retirement or a Qualifying Disability Termination; (3) Grantee died while an employee of legal representative at the Corporation or after a circumstance time and in the manner set forth in (2) immediately above; or (4) Grantee was terminated by the Corporation without Cause (as defined in Section 15.4) or voluntarily resigned from the Corporation for Good Reason after the Change of Control9. If this Section 8.3 is applicable, applicable and a Final Award is deemed to be awarded pursuant to Section 8.3, then neither vesting nor payout will not be accelerated by reason of a the day the Change of Control. Rather, vesting Control occurs will occur upon satisfaction be considered the Final Award Date for purposes of the service conditions set forth in Section 5.3 and Section 8.3(a) above and payout would occur as soon as practicable after January 2, 2018Agreement. The This date of such payment is sometimes referred to in the Agreement as the “Change-of-Control-determined Final Award Date.” The A Final Award pursuant to this Section 8.3 is fully vested as of the date of the Change of Control, and the amount of vested Payout Share Units and related Dividend Equivalents in the Final Award (the Calculated Maximum Payout Share Units and related Dividend Equivalents calculated in accordance with the provisions of Sections 6 and 7 applicable in these circumstances) will be calculated as of the date of the Change of Control once the final data necessary for the award determination is available. (b) The Compensation Committee may not exercise any further negative discretion pursuant to Section 8.2(c) or otherwise exercise discretion pursuant to the Award Agreement in any way that would serve to reduce a Final Award calculated pursuant to and deemed to be made to Grantee in accordance with this Section 8.3.

Change of Control Prior to a Committee-Determined Final Award Date. (a) Notwithstanding anything in the Agreement to the contrary, upon a Change of Control at any time prior to a Committee-determined Final Award Date pursuant to Section 8.2 and provided that the 2015-2017 Incentive Performance Units and related Dividend Equivalents are still outstanding as of the end of the day immediately preceding the day on which the Change of Control occurs and have not already terminated or been terminated in accordance with the service, conduct or other provisions of Section 5, Grantee will be awarded a Final Award (the vested Payout Share Units); provided, that: (1) Grantee is still an employee of the Corporation on January 2, 2018; (2) XxxxxxxGrantee’s termination of employment was a Qualifying Retirement or a Qualifying Disability Termination; (3) Grantee died while an employee of the Corporation or after a circumstance set forth in in (2a)(2) immediately above; or (4) Grantee was terminated by the Corporation without Cause (as defined in Section 15.415.3) or voluntarily resigned from the Corporation for Good Reason after the Change of Control. If this Section 8.3 is applicable, and a Final Award is awarded pursuant to Section 8.3, then neither vesting nor payout will not be accelerated by reason of a Change of Control. Rather, vesting will occur upon satisfaction of the service conditions set forth in Section 5.3 and Section 8.3(a) above and payout would occur as soon as practicable after January 2, 2018. The date of such payment is sometimes referred to in the Agreement as the “Change-of-Control-determined Final Award Date.” Once vested, this Final Award will be payable to Grantee or Xxxxxxx’s legal representative at the Change-of-Control-determined Final Award Date in the manner set forth in Section 9. The amount of vested Payout Share Units in the Final Award (the Calculated Maximum Payout Share Units calculated in accordance with the provisions of Sections 6 and 7 applicable in these circumstances) and related Dividend Equivalents will be calculated as of the date of the Change of Control once the final data necessary for the award determination is available. (b) The Compensation Committee may not exercise any further negative discretion pursuant to Section 8.2(c) or otherwise exercise discretion pursuant to the Award Agreement in any way that would serve to reduce a Final Award calculated pursuant to this Section 8.38.

Change of Control Prior to a Committee-Determined Final Award Date. (a) Notwithstanding anything in the Agreement to the contrary, upon the occurrence of a Change of Control at any time prior to a Committee-determined Final Award Date pursuant to Section 8.2 and provided that the 20152014-2017 2016 Incentive Performance Units are still outstanding as of the end of the day immediately preceding the day on which the Change of Control occurs and have not already terminated or been terminated in accordance with the service, conduct or other provisions of Section 5, Grantee will be deemed to have been awarded a Final Award (the vested Payout Share Units); provided, that: (1) Grantee is still an employee in the amount of the Corporation on January 2Calculated Maximum Payout Share Units calculated in accordance with the provisions of Sections 6 and 7 applicable under these circumstances, 2018; (2) payable to Grantee or Xxxxxxx’s termination of employment was a Qualifying Retirement or a Qualifying Disability Termination; (3) Grantee died while an employee of legal representative at the Corporation or after a circumstance time and in the manner set forth in (2) immediately above; or (4) Grantee was terminated by the Corporation without Cause (as defined in Section 15.4) or voluntarily resigned from the Corporation for Good Reason after the Change of Control9. If this Section 8.3 is applicable, applicable and a Final Award is deemed to be awarded pursuant to Section 8.3, then neither vesting nor payout will not be accelerated by reason of a the day the Change of Control. Rather, vesting Control occurs will occur upon satisfaction be considered the Final Award Date for purposes of the service conditions set forth in Section 5.3 and Section 8.3(a) above and payout would occur as soon as practicable after January 2, 2018Agreement. The This date of such payment is sometimes referred to in the Agreement as the “Change-of-Control-determined Final Award Date.” The A Final Award pursuant to this Section 8.3 is fully vested as of the date of the Change of Control, and the amount of vested Payout Share Units in the Final Award (the Calculated Maximum Payout Share Units calculated in accordance with the provisions of Sections 6 and 7 applicable in these circumstances) will be calculated as of the date of the Change of Control once the final data necessary for the award determination is available. (b) The Compensation Committee may not exercise any further negative discretion pursuant to Section 8.2(c) or otherwise exercise discretion pursuant to the Award Agreement in any way that would serve to reduce a Final Award calculated pursuant to and deemed to be made to Grantee in accordance with this Section 8.3.