Common use of Company Continues to Exist Clause in Contracts

Company Continues to Exist. If there is a Change of Control of the Company but the Company continues in existence and remains a publicly traded company on the New York Stock Exchange or the NASDAQ Stock Market, the Performance Share Units will pay out upon the earliest to occur of the following: (i) As set forth in Section 6 (“Form and Timing of Payments”) of this Agreement; or (ii) If the Participant experiences a qualifying termination (as defined in Section 9(c)) during the two-year period following the Change of Control and the termination occurs prior to January 1, 2014, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed for the entire Performance Period will vest on December 31, 2013 and the vested Performance Share Units will be paid in Shares on January 1, 2014 or as soon as practicable thereafter.

Company Continues to Exist. If there is a Change of Control of the Company but the Company continues in existence and remains a publicly traded company on the New York Stock Exchange or the NASDAQ Stock Market, the Performance Share Units will pay out upon the earliest to occur of the following: (i) As set forth in Section 6 (“Form and Timing of Payments”) of this Agreement; or (ii) If the Participant experiences a qualifying termination (as defined in Section 9(c)) during the two-year period following the Change of Control and the termination occurs prior to January 1, 20142012, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed for the entire Performance Period will vest on December 31, 2013 2011 and the vested Performance Share Units will be paid in Shares on January 1, 2014 2012 or as soon as practicable thereafter.

Company Continues to Exist. If there is a Change of Control of the Company but the Company continues in existence and remains a publicly traded company on the New York Stock Exchange or the NASDAQ Stock Market, the Performance Share Units will pay out upon the earliest to occur of the following: (i) As set forth in Section 6 (“Form and Timing of Payments”) of this Agreement; or (ii) If the Participant experiences a qualifying termination (as defined in Section 9(c)) of this Agreement) during the two-year period following the Change of Control and the termination occurs prior to January 1, 20142015, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed for the entire Performance Period will vest on December 31, 2013 2014 and the vested Performance Share Units will be paid in Shares on January 1, 2014 2015 or as soon as practicable thereafter.; provided that such distribution shall be deferred until the date which is six (6) months following the Participant’s termination of employment to the extent required by Code Section 409A.

Company Continues to Exist. If there is a Change of Control of the Company but the Company continues in existence and remains a publicly traded company on the New York Stock Exchange or the NASDAQ Stock Market, the Performance Share Units will pay out upon the earliest to occur of the following: (i) As set forth in Section 6 (“Form and Timing of Payments”) of this Agreement; or (ii) If the Participant experiences a qualifying termination (as defined in Section 9(c)) during the two-year period following the Change of Control and the termination occurs prior to January 1, 20142013, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed for the entire Performance Period will vest on December 31, 2013 2012 and the vested Performance Share Units will be paid in Shares on January 1, 2014 2013 or as soon as practicable thereafter.