Common use of Company Remains Surviving Entity or Awards Assumed by Successor Clause in Contracts

Company Remains Surviving Entity or Awards Assumed by Successor. (A) Upon the occurrence of a Change in Control in which either (i) the Company remains the surviving entity or (ii) the Company is not the surviving entity, but the RSUs are Assumed (as defined in Section 4(d)(i)(C) below) by the entity (or any successor or parent thereof) that effects such change in control (the “Post-CIC Entity”), any RSU granted prior to the Change in Control shall continue to vest in accordance with the terms of this Agreement unless, during the two-year period commencing on the date of the Change in Control: (1) the Grantee’s employment or service is involuntarily terminated by the Company or the Post-CIC Entity, as applicable, for reasons other than for Cause; or (2) the Grantee Terminates Grantee’s employment or service for Good Reason. (B) If a Grantee’s employment or service is terminated as described in Section 4(d)(i)(A)(1) or (2) above (“Protected Termination”), any restrictions that apply to the RSUs shall lapse; provided, that if Grantee intends to incur a Protected Termination of Grantee’s employment or service for Good Reason, Grantee must: (1) provide the Company with a written notice of his or her intent to incur a Protected Termination of employment or service for Good Reason within sixty (60) days after the Grantee becomes aware of the circumstances giving rise to Good Reason; and (2) allow the Company thirty (30) days to remedy such circumstances to the extent curable. (C) For purposes of this Section 4, an Award shall be considered assumed by the Post-CIC Entity (“Assumed”) if all of the following conditions are met: (1) RSUs are converted into replacement awards covering a number of Shares of the Post-CIC Entity, as determined in a manner substantially similar to how the same number of Shares would be treated in the Change in Control transaction; provided that, to the extent that any portion of the consideration received by holders of Shares in the Change in Control transaction is not in the form of the common stock of the Post-CIC Entity, the number of shares covered by the replacement awards shall be based on the average of the high and low selling prices of the common stock of such Post-CIC Entity on the established stock exchange on the trading day immediately preceding the date of the Change in Control; (2) the replacement awards contain provisions for scheduled vesting and treatment on Protected Termination of employment (including the definitions of Cause and Good Reason, if applicable) that are no less favorable to the Grantee than this Agreement, and all other terms of the replacement awards (other than the security and number of shares represented by the replacement awards) are substantially similar to, or more favorable to the Grantee than, the terms of this Agreement; and (3) the security represented by the replacement awards, if any, is of a class that is publicly held and widely traded on an established stock exchange.

Company Remains Surviving Entity or Awards Assumed by Successor. (A) A. Upon the occurrence of a Change in Control as defined in the Plan in which either (i) the Company remains the surviving entity or (ii) the Company is not the surviving entity, but the RSUs are this Agreement is Assumed (as defined in Section 4(d)(i)(C4(b)(i)(C) below) by the entity (or any successor or parent thereof) that effects such change in control (the “Post-CIC Entity”), any RSU granted prior to the Change in Control Option shall continue to vest and become exercisable in accordance with the terms of this Agreement unless, during the two-year period commencing on the date of the Change in Control: (1) . the GranteeParticipant’s employment or service is involuntarily terminated by the Company or the Post-CIC Entity, as applicable, for reasons other than for CauseCause (as defined in Section 4(d)(iii)); or (2) . the Grantee Terminates GranteeParticipant terminates the Participant’s employment or service for Good ReasonReason (as defined in Section 4(d)(iv)). (B) B. If a GranteeParticipant’s employment or service is terminated as described in Section 4(d)(i)(A)(14(b)(i)(A)(1) or (2) above (“Protected Termination”), any restrictions that apply to the RSUs Option shall lapsebecome fully vested and remain exercisable until the earlier of (A) the end of the original term of the Option as provided in the Plan or (B) the second anniversary of the date the Protected Termination occurs; provided, that if Grantee intends any Participant who is to incur a Protected Termination of Granteein connection with Participant’s employment or service for Good Reason, Grantee Reason must: (1) . provide the Company with a written notice of his or her Participant’s intent to incur a Protected Termination of employment or service for Good Reason within sixty (60) days after the Grantee Participant becomes aware of the circumstances giving rise to Good Reason; and (2) . allow the Company thirty (30) days to remedy such circumstances to the extent curable. (C) C. For purposes of this Section 4, an Award shall be considered assumed by the Post-CIC Entity (“Assumed”) if all of the following conditions are met: (1) RSUs are . The Option is converted into a replacement awards covering a number of Shares of the Post-CIC Entity, as determined award in a manner substantially similar to how the same number of Shares would be treated in the Change in Control transaction; provided that, to the extent that any portion of the consideration received by holders of Shares in the Change in Control transaction is not in the form of the common stock of the Post-CIC Entity, the number of shares covered by the replacement awards shall be based on the average of the high and low selling prices of the common stock of such Post-CIC Entity on the established stock exchange on the trading day immediately preceding the date of the Change in Controlcomplies with Code Section 409A; (2) . the replacement awards contain provisions for scheduled vesting and treatment on Protected Termination of employment (including the definitions of Cause and Good Reason, if applicable) that are no less favorable to the Grantee Participant than this Agreementthe Option, and all other terms of the replacement awards (other than the security and number of shares represented by the replacement awards) are substantially similar to, or more favorable to the Grantee Participant than, the terms of this Agreementthe Option; and (3) . the security represented by the replacement awards, if any, Option is of a class that is publicly held and widely traded on an established stock exchange.

Company Remains Surviving Entity or Awards Assumed by Successor. (A) i. Upon the occurrence of a Change in Control as defined in the Plan in which either (i) the Company remains the surviving entity or (ii) the Company is not the surviving entity, but the RSUs Performance Units granted pursuant to this Agreement are Assumed (as defined in Section 4(d)(i)(C5(a)(iii) below) by the entity (or any successor or parent thereof) that effects such change in control (the “Post-CIC Entity”), any RSU Performance Units granted pursuant to this Agreement prior to the Change in Control shall continue to vest in accordance with the terms of this Agreement unless, during the two-year period commencing on the date of the Change in Control: (1) A. the Grantee’s employment or service is involuntarily terminated Terminated by the Company or the Post-CIC Entity, as applicable, for reasons other than for Cause; or (2) B. the Grantee Terminates Grantee’s employment or service for Good Reason. (B) ii. If a Grantee’s employment or service is terminated as described in Section 4(d)(i)(A)(15(a)(i)(A) or (2B) above (a “Protected Termination”), any restrictions that apply the Performance Units granted to Grantee pursuant to this Agreement shall immediately be earned or vest in a prorated amount (as described below) and such prorated portion shall, to the RSUs shall lapseextent permitted under Code Section 409A without resulting in adverse tax effects to the Grantee, become immediately payable in accordance with the Award’s terms; provided, that if the Grantee intends to incur a Protected Termination of Grantee’s employment or service for Good Reason, Grantee must: (1) A. provide the Company with a written notice of his or her Grantee’s intent to incur a Protected Termination of employment or service for Good Reason within sixty (60) days after the Grantee becomes aware of the circumstances giving rise to Good Reason; and (2) B. allow the Company thirty (30) days to remedy such circumstances to the extent curable. (C) . For purposes of this Section 45(a)(ii), an Award the “prorated amount” will be based on the actual level of achievement against the Performance Requirements during the Performance Period up to the date of the Change in Control and the number of full months that elapsed during the Performance Period up to, and as of, the date of the Change in Control. The Committee may, in good faith, adjust performance goals to account for the shortened Performance Period. iii. For purposes of this Section 5, the Performance Units granted pursuant to this Agreement shall be considered assumed by the Post-CIC Entity (“Assumed”) if all of the following conditions are met: (1) RSUs A. Such Performance Units are converted into replacement awards covering a number of Shares of that preserve the Post-CIC Entity, as determined in a manner substantially similar to how the same number of Shares would be treated in the Change in Control transaction; provided that, to the extent that any portion of the consideration received by holders of Shares in the Change in Control transaction is not in the form of the common stock of the Post-CIC Entity, the number of shares covered by the replacement awards shall be based on the average of the high and low selling prices of the common stock value of such Post-CIC Entity on Performance Units at the established stock exchange on the trading day immediately preceding the date time of the Change in Control; (2) B. the replacement awards contain provisions for scheduled vesting and treatment on a Protected Termination of employment (including the definitions of Cause and Good Reason, if applicable) that are no less favorable to the Grantee than this Agreementthe underlying Performance Units, and all other terms of the replacement awards (other than the security and number of shares represented by the replacement awards) are substantially similar to, or more favorable to the Grantee than, the terms of this Agreement; and (3) C. the security represented by the replacement awards, if any, is of a class that is publicly held and widely traded on an established stock exchange.

Company Remains Surviving Entity or Awards Assumed by Successor. (A) i. Upon the occurrence of a Change in Control as defined in the Plan in which either (i) the Company remains the surviving entity or (ii) the Company is not the surviving entity, but the RSUs Performance Units granted pursuant to this Agreement are Assumed (as defined in Section 4(d)(i)(C5(a)(iii) below) by the entity (or any successor or parent thereof) that effects such change in control (the “Post-CIC Entity”), any RSU Performance Units granted pursuant to this Agreement prior to the Change in Control shall continue to vest in accordance with the terms of this Agreement unless, during the two-year period commencing on the date of the Change in Control: (1) A. the Grantee’s employment or service is involuntarily terminated Terminated by the Company or the Post-CIC Entity, as applicable, for reasons other than for Cause; or (2) B. the Grantee Terminates Grantee’s employment or service for Good Reason. (B) ii. If a Grantee’s employment or service is terminated as described in Section 4(d)(i)(A)(15(a)(i)(A) or (2B) above (a “Protected Termination”), any restrictions that apply the Performance Units granted to Grantee pursuant to this Agreement shall immediately be earned or vest in a prorated amount (as described below) and such prorated portion shall, to the RSUs shall lapseextent permitted under Code Section 409A without resulting in adverse tax effects to the Grantee, become immediately payable in accordance with the Award’s terms; provided, that if the Grantee intends to incur a Protected Termination of Grantee’s employment or service for Good Reason, Grantee must: (1) A. provide the Company with a written notice of his or her Xxxxxxx’s intent to incur a Protected Termination of employment or service for Good Reason within sixty (60) days after the Grantee becomes aware of the circumstances giving rise to Good Reason; and (2) B. allow the Company thirty (30) days to remedy such circumstances to the extent curable. (C) . For purposes of this Section 45(a)(ii), an Award the “prorated amount” will be based on the actual level of achievement against the Performance Requirements during the Performance Period up to the date of the Change in Control and the number of full months that elapsed during the Performance Period up to, and as of, the date of the Change in Control. The Committee may, in good faith, adjust performance goals to account for the shortened Performance Period. iii. For purposes of this Section 5, the Performance Units granted pursuant to this Agreement shall be considered assumed by the Post-CIC Entity (“Assumed”) if all of the following conditions are met: (1) RSUs A. Such Performance Units are converted into replacement awards covering a number of Shares of that preserve the Post-CIC Entity, as determined in a manner substantially similar to how the same number of Shares would be treated in the Change in Control transaction; provided that, to the extent that any portion of the consideration received by holders of Shares in the Change in Control transaction is not in the form of the common stock of the Post-CIC Entity, the number of shares covered by the replacement awards shall be based on the average of the high and low selling prices of the common stock value of such Post-CIC Entity on Performance Units at the established stock exchange on the trading day immediately preceding the date time of the Change in Control; (2) B. the replacement awards contain provisions for scheduled vesting and treatment on a Protected Termination of employment (including the definitions of Cause and Good Reason, if applicable) that are no less favorable to the Grantee than this Agreementthe underlying Performance Units, and all other terms of the replacement awards (other than the security and number of shares represented by the replacement awards) are substantially similar to, or more favorable to the Grantee than, the terms of this Agreement; and (3) C. the security represented by the replacement awards, if any, is of a class that is publicly held and widely traded on an established stock exchange.