Common use of Conditional Vesting Clause in Contracts

Conditional Vesting. Upon a Change in Control prior to the final Time-Based Vesting Date or the Performance-Based Vesting Date, except to the extent that another Award meeting the requirements of Section 4(b) (a “Replacement Award”) is provided to the Participant to replace this Award (the “Replaced Award”): (i) Any unvested Time-Based RSU Shares shall vest in full and be delivered to the Participant on the effective date of such Change in Control; and (ii) A number of Earned Performance-Based RSU Shares equal to the greater of (A) the number of Earned Performance-Based RSU Shares that would vest if the effective date of the Change in Control were deemed to be the Performance-Based Vesting Date, or (B) 100% of the Performance-Based RSU Shares granted, shall vest and be delivered to the Participant on the effective date of such Change in Control. For purposes of clause (a)(ii)(A), the determination of performance shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.