Common use of Change of Control under your Employment Agreement Clause in Contracts

Change of Control under your Employment Agreement. For the avoidance of doubt, in the event of a change of control prior to [Day after end of performance period], unless provision is made in connection with such change of control for (i) assumption of outstanding Performance Awards or (ii) substitution for such Performance Awards of new performance-based restricted stock units covering stock of a successor corporation or its “parent corporation” (as defined in Section 424(e) of the Code) or “subsidiary corporation” (as defined in Section 424(f) of the Code) with appropriate adjustments as to the number and kinds of shares that preserve the material terms and conditions of such outstanding Performance Awards as in effect immediately prior to the change of control (including, without limitation, with respect to the vesting schedules, difficulty of achievement of Performance Goals, the intrinsic value of the Performance Awards as of the change of control and transferability of the shares underlying such Performance Awards), all such Performance Awards shall accelerate vesting as of immediately prior to such change of control, in which case, notwithstanding anything to the contrary in your Employment Agreement, all outstanding Performance Awards will be settled not later than the tenth (10th) day following the date of such change of control with the number of Shares that will be delivered determined on the basis of the greater of (A) target-level performance and (B) actual performance up until the change of control. Notwithstanding the foregoing, in the event that payment of any amount that would otherwise be paid pursuant to the immediately preceding sentence would result in a violation of Section 409A, then your rights to payment of such amount will become vested pursuant to such sentence and the amount of such payment shall be determined as of the change of control, but such amount shall not be paid to you until the earliest time permitted under Section 409A.

Change of Control under your Employment Agreement. For the avoidance of doubt, in the event of a change of control prior to [Day after end final day of performance period], unless provision is made in connection with such change of control for (i) assumption of outstanding Performance Awards or (ii) substitution for such Performance Awards of new performance-based restricted stock units covering stock of a successor corporation or its “parent corporation” (as defined in Section 424(e) of the Code) or “subsidiary corporation” (as defined in Section 424(f) of the Code) with appropriate adjustments as to the number and kinds of shares that preserve the material terms and conditions of such outstanding Performance Awards as in effect immediately prior to the change of control (including, without limitation, with respect to the vesting schedules, difficulty of achievement of Performance Goals, the intrinsic value of the Performance Awards as of the change of control and transferability of the shares underlying such Performance Awards), all such Performance Awards shall accelerate vesting as of immediately prior to such change of control, in which case, notwithstanding anything to the contrary in your Employment Agreement, all outstanding Performance Awards will be settled not later than the tenth (10th) day following the date of such change of control with the number of Shares that will be delivered determined on the basis of the greater of (A) target-level performance and (B) actual performance up until the change of control. Notwithstanding the foregoing, in the event that payment of any amount that would otherwise be paid pursuant to the immediately preceding sentence would result in a violation of Section 409A, then your rights to payment of such amount will become vested pursuant to such sentence and the amount of such payment shall be determined as of the change of control, but such amount shall not be paid to you until the earliest time permitted under Section 409A.

Change of Control under your Employment Agreement. For the avoidance of doubt, in the event of a change of control prior to [Day after end of performance period]January 1, 2014, unless provision is made in connection with such change of control for (i) assumption of outstanding Performance Awards or (ii) substitution for such Performance Awards of new performance-based restricted stock units covering stock of a successor corporation or its “parent corporation” (as defined in Section 424(e) of the Code) or “subsidiary corporation” (as defined in Section 424(f) of the Code) with appropriate adjustments as to the number and kinds of shares that preserve the material terms and conditions of such outstanding Performance Awards as in effect immediately prior to the change of control (including, without limitation, with respect to the vesting schedules, difficulty of achievement of Performance Goals, the intrinsic value of the Performance Awards as of the change of control and transferability of the shares underlying such Performance Awards), all such Performance Awards shall accelerate vesting as of immediately prior to such change of control, in which case, notwithstanding anything to the contrary except as otherwise set forth in your Employment Agreement, all outstanding Performance Awards will be settled not later than the tenth (10th) day following the date of such change of control with the number of Shares that will be delivered determined on the basis of the greater of (A) target-level performance and (B) actual performance up until the change of controlperformance. Notwithstanding the foregoing, in the event that payment of any amount that would otherwise be paid pursuant to the immediately preceding sentence would result in a violation of Section 409A, then your rights to payment of such amount will become vested pursuant to such sentence and the amount of such payment shall be determined as of the change of control, but such amount shall not be paid to you until the earliest time permitted under Section 409A.