Common use of Distribution Upon a Change in Control Clause in Contracts

Distribution Upon a Change in Control. Notwithstanding anything herein to the contrary and without regard to the Performance Goals, if there is a Change in Control during the Performance Cycle, upon the Change in Control Closing Date, the Participant’s right to receive the Target Shares shall vest and be settled by the distribution to the Participant of: (a) shares of Common Stock equal to the Target Shares; plus (b) shares of Common Stock (rounded up to the nearest whole share) having a Fair Market Value equal to the amount of dividends that would have been declared on the number of such shares determined under clause (a) above during the period commencing at the beginning of the Performance Cycle and ending on the date immediately preceding the Change in Control Closing Date. with such shares of Common Stock registered in book-entry form with the Company’s transfer agent in the name of the Participant. In lieu of the foregoing distribution in shares, the Committee, in its sole discretion, may direct that such distribution be made to the Participant in a lump cash payment equal to: (x) the product of (i) the Fair Market Value per share of Common Stock on the date immediately preceding the Change in Control Closing Date and (ii) the Target Shares; plus (y) the amount of dividends that would have been declared on the number of shares of Common Stock determined under clause (a) above during the period commencing at the beginning of the Performance Cycle and ending on the date immediately preceding the Change in Control Closing Date. Such distribution, whether in the form of shares of Common Stock or, if directed by the Committee, in cash, shall be made to the Participant no later than the 70th day after the Change in Control Closing Date, and shall satisfy the rights of the Participant and the obligations of the Company under this Award Agreement in full. In the event a Change in Control occurs after the Participant has had a Separation from Service due to Retirement, the Target Shares such Participant shall receive under this Section 6 shall be pro-rated based on the number of days that elapsed in the Performance Cycle as of his Separation from Service date over the total number of days in the Performance Cycle.

Distribution Upon a Change in Control. Notwithstanding anything herein any provision of this Award Agreement to the contrary and without regard to the Performance Goalscontrary, if there is a Change in Control and the Change in Control Closing Date occurs during the Performance CycleParticipant's Employment and prior to (a) the final Vesting Date or (b) a vesting event under Section 4 above, then, upon the Change in Control Closing Date, the Participant’s 's right to receive the Target Shares unvested units of Common Stock subject to this Award Agreement shall vest and be fully vested. This RSU Award shall be settled by one or more distributions, on the distribution Change in Control Payment Date, to the Participant of: (a) shares The number of units of Common Stock equal subject to the Target Shares; this Award Agreement not previously vested or forfeited pursuant to Sections 3 or 4 above, plus (b) Dividend Equivalents in the form of shares of Common Stock (rounded up to the nearest whole share) having a Fair Market Value equal to the amount of dividends that would have been declared on the number of such shares determined under clause (a) above during for the period commencing at on the beginning of the Performance Cycle Award Date and ending on the date immediately preceding the Change in Control Closing Payment Date. ; with such shares of Common Stock registered in book-entry form with the Company’s transfer agent in the name of the Participant. In lieu of the foregoing distribution in shares, the Committee, in its sole discretion, may direct that such distribution be made to the Participant in a lump one or more cash payment payments equal to: (x) the The product of (i) the Fair Market Value per share of Common Stock on the date immediately preceding the Change in Control Closing Date and (ii) the Target Shares; number of units of Common Stock subject to this Award Agreement not previously vested or forfeited pursuant to Sections 3 or 4 above, plus (y) the amount of dividends that would have been declared on the number of shares of Common Stock determined under clause (a) above during Dividend Equivalents for the period commencing at on the beginning of the Performance Cycle Award Date and ending on the date immediately preceding the Change in Control Closing Payment Date; with such cash payment(s) to be made on the Change in Control Payment Date. Such distributiondistribution under this Section 5, whether in the form of shares of Common Stock or, if directed by the Committee, in cash, shall be made to the Participant no later than the 70th day after the Change in Control Closing Date, and shall satisfy the rights of the Participant and the obligations of the Company under this Award Agreement in full. In the event a Change in Control occurs after the Participant has had a Separation from Service due to Retirement, the Target Shares such Participant shall receive under this Section 6 shall be pro-rated based on the number of days that elapsed in the Performance Cycle as of his Separation from Service date over the total number of days in the Performance Cycle.

Distribution Upon a Change in Control. (a) Notwithstanding anything herein any provision of this RSU Award Agreement to the contrary and without regard to contrary, upon the Performance Goals, if there is occurrence of a Change in Control during of the Performance CycleCompany, upon provided the Change in Control Closing DateParticipant's Employment has not terminated prior to such date, the Participant’s 's right to receive the Target Shares unvested shares of Common Stock subject to this RSU Award Agreement shall vest and be settled by the a distribution to the Participant of: (ai) the number of shares of Common Stock equal subject to the Target Shares; this RSU Award Agreement not previously vested pursuant to Section 3 above, plus (bii) Dividend Equivalents on such shares of Common Stock in the form of shares of Common Stock (rounded up to the nearest whole share) having a Fair Market Value equal to the amount of dividends that would have been declared on the number of such shares determined under clause (a) above during for the period commencing at on the beginning of the Performance Cycle Grant Date and ending on the date immediately preceding the date of the consummation of the Change in Control (the “Change in Control Closing Date. ”); with such shares of Common Stock registered in book-entry form with the Company’s transfer agent in the name of the Participant. Participant not later than 70 days after the Change in Control Closing Date. (b) In lieu of the foregoing distribution in sharesshares under clause (a) above, the Committee, in its sole discretion, may direct that such distribution be made to the Participant in a lump sum cash payment equal to: (xi) the product of (ix) the Fair Market Value per share of Common Stock on the date immediately preceding the Change in Control Closing Date and (ii) the Target Shares; plus (y) the amount of dividends that would have been declared on the number of shares of Common Stock determined under clause subject to this RSU Award Agreement not previously vested pursuant to Section 3 above, plus (aii) above during Dividend Equivalents on such shares of Common Stock for the period commencing at on the beginning of the Performance Cycle Grant Date and ending on the date immediately preceding the Change in Control Closing Date; with such cash payment to be made to the Participant not later than 70 days after the Change in Control Closing Date. Such distributionThe Company shall have the right to withhold applicable taxes from any such distribution of the Common Stock (including, but not limited to, Dividend Equivalents) or from other cash compensation payable to the Participant at the time of such vesting and delivery pursuant to Section 11 of the Plan. (c) The distribution under this Section 4, whether in the form of shares of Common Stock or, if directed by the Committee, in cash, shall be made to the Participant no later than the 70th day after the Change in Control Closing Date, and shall satisfy the rights of the Participant and the obligations of the Company under this RSU Award Agreement in full. In the event a Change in Control occurs after the Participant has had a Separation from Service due to Retirement, the Target Shares such Participant shall receive under this Section 6 shall be pro-rated based on the number of days that elapsed in the Performance Cycle as of his Separation from Service date over the total number of days in the Performance Cycle.

Distribution Upon a Change in Control. Notwithstanding anything herein to the contrary and without regard to the Performance Goals, if there is a Change in Control during the Performance Cycle, upon the Change in Control Closing Date, the Participant’s right to receive the Target Shares shall vest and be settled by the distribution to the Participant of: (a) shares of Common Stock equal to the Target Shares; plus (b) shares of Common Stock (rounded up to the nearest whole share) having a Fair Market Value equal to the amount of dividends that would have been declared on the number of such shares determined under clause (a) above during the period commencing at the beginning of the Performance Cycle and ending on the date immediately preceding the Change in Control Closing Date. with such shares of Common Stock registered in book-entry form with the Company’s transfer agent in the name of the Participant. In lieu of the foregoing distribution in shares, the Committee, in its sole discretion, may direct that such distribution be made to the Participant in a lump cash payment equal to: (x) the product of (i) the Fair Market Value per share of Common Stock on the date immediately preceding the Change in Control Closing Date and (ii) the Target Shares; plus (y) the amount of dividends that would have been declared on the number of shares of Common Stock determined under clause (a) above during the period commencing at the beginning of the Performance Cycle and ending on the date immediately preceding the Change in Control Closing Date. Such distribution, whether in the form of shares of Common Stock or, if directed by the Committee, in cash, shall be made to the Participant no later than the 70th day after the Change in Control Closing Date, and shall satisfy the rights of the Participant and the obligations of the Company under this Award Agreement in full. In the event a Change in Control occurs after the Participant has had a Separation from Service due to Retirement, the Target Shares such Participant shall receive under this Section 6 shall be pro-rated based on the number of days that elapsed in the Performance Cycle as of his Separation from Service date over the total number of days in the Performance Cycle.

Distribution Upon a Change in Control. Notwithstanding anything herein any provision of this Award Agreement to the contrary and without regard to the Performance Goalscontrary, if there is a Change in Control and the Change in Control Closing Date occurs during the Performance CycleParticipant’s Employment and prior to (a) the final Vesting Date or (b) a vesting event under Section 4 above, then, upon the Change in Control Closing Date, the Participant’s right to receive the Target Shares unvested units of Common Stock subject to this Award Agreement shall vest and be fully vested. This RSU Award shall be settled by one or more distributions, on the distribution Change in Control Payment Date, to the Participant of: (a) shares The number of units of Common Stock equal subject to the Target Shares; this Award Agreement not previously vested or forfeited pursuant to Sections 3 or 4 above, plus (b) Dividend Equivalents in the form of shares of Common Stock (rounded up to the nearest whole share) having a Fair Market Value equal to the amount of dividends that would have been declared on the number of such shares determined under clause (a) above during for the period commencing at on the beginning of the Performance Cycle Award Date and ending on the date immediately preceding the Change in Control Closing Payment Date. ; with such shares of Common Stock registered in book-entry form with the Company’s transfer agent in the name of the Participant. In lieu of the foregoing distribution in shares, the Committee, in its sole discretion, may direct that such distribution be made to the Participant in a lump one or more cash payment payments equal to: (x) the The product of (i) the Fair Market Value per share of Common Stock on the date immediately preceding the Change in Control Closing Date and (ii) the Target Shares; number of units of Common Stock subject to this Award Agreement not previously vested or forfeited pursuant to Sections 3 or 4 above, plus (y) the amount of dividends that would have been declared on the number of shares of Common Stock determined under clause (a) above during Dividend Equivalents for the period commencing at on the beginning of the Performance Cycle Award Date and ending on the date immediately preceding the Change in Control Closing Payment Date; with such cash payment(s) to be made on the Change in Control Payment Date. Such distributiondistribution under this Section 5, whether in the form of shares of Common Stock or, if directed by the Committee, in cash, shall be made to the Participant no later than the 70th day after the Change in Control Closing Date, and shall satisfy the rights of the Participant and the obligations of the Company under this Award Agreement in full. In the event a Change in Control occurs after the Participant has had a Separation from Service due to Retirement, the Target Shares such Participant shall receive under this Section 6 shall be pro-rated based on the number of days that elapsed in the Performance Cycle as of his Separation from Service date over the total number of days in the Performance Cycle.

Distribution Upon a Change in Control. Notwithstanding anything herein any provision of this Award Agreement to the contrary and without regard to the Performance Goalscontrary, if there is a Change in Control and the Change in Control Closing Date occurs during the Performance CycleParticipant’s Employment and prior to (a) the final Vesting Date or (b) an accelerated vesting event under Section 4 above, then, upon the Change in Control Closing Date, the Participant’s right to receive the Target Shares unvested units of Common Stock subject to this Award Agreement shall vest and be fully vested. This RSU Award shall be settled by one or more distributions, on the distribution Change in Control Payment Date, to the Participant of: (a) shares The number of units of Common Stock equal subject to the Target Shares; this Award Agreement not previously vested or forfeited pursuant to Sections 3 or 4 above, plus (b) Dividend Equivalents in the form of shares of Common Stock (rounded up to the nearest whole share) having a Fair Market Value equal to the amount of dividends that would have been declared on the number of such shares determined under clause (a) above during for the period commencing at on the beginning of the Performance Cycle Award Date and ending on the date immediately preceding the Change in Control Closing Payment Date. ; with such shares of Common Stock registered in book-entry form with the Company’s transfer agent in the name of the Participant. In lieu of the foregoing distribution in shares, the Committee, in its sole discretion, may direct that such distribution be made to the Participant in a lump one or more cash payment payments equal to: (x) the The product of (i) the Fair Market Value per share of Common Stock on the date immediately preceding the Change in Control Closing Date and (ii) the Target Shares; number of units of Common Stock subject to this Award Agreement not previously vested or forfeited pursuant to Sections 3 or 4 above, plus (y) the amount of dividends that would have been declared on the number of shares of Common Stock determined under clause (a) above during Dividend Equivalents for the period commencing at on the beginning of the Performance Cycle Award Date and ending on the date immediately preceding the Change in Control Closing Payment Date; with such cash payment(s) to be made on the Change in Control Payment Date. Such distributiondistribution under this Section 5, whether in the form of shares of Common Stock or, if directed by the Committee, in cash, shall be made to the Participant no later than the 70th day after the Change in Control Closing Date, and shall satisfy the rights of the Participant and the obligations of the Company under this Award Agreement in full. In the event a Change in Control occurs after the Participant has had a Separation from Service due to Retirement, the Target Shares such Participant shall receive under this Section 6 shall be pro-rated based on the number of days that elapsed in the Performance Cycle as of his Separation from Service date over the total number of days in the Performance Cycle.

Distribution Upon a Change in Control. Notwithstanding anything herein to the contrary and without regard to the Performance Goals, if there is a Change in Control during the Performance Cycle, upon the Change in Control Closing Date, the Participant’s right to receive the Target Shares shall vest and be settled by the distribution to the Participant of: (a) shares of Common Stock equal to the Target Shares; plus (b) shares of Common Stock (rounded up to the nearest whole share) having a Fair Market Value equal to the amount of dividends that would have been declared on the number of such shares determined under clause (a) above during the period commencing at the beginning of the Performance Cycle and ending on the date immediately preceding the Change in Control Closing Date. ; with such shares of Common Stock registered in book-entry form with the Company’s transfer agent in the name of the Participant’s name. In lieu of the foregoing distribution in shares, the Committee, in its sole discretion, may direct that such distribution be made to the Participant in a lump cash payment equal to: (x) the product of (i) the Fair Market Value per share of Common Stock on the date immediately preceding the Change in Control Closing Date and (ii) the Target Shares; plus (y) the amount of dividends that would have been declared on the number of shares of Common Stock determined under clause (a) above during the period commencing at the beginning of the Performance Cycle and ending on the date immediately preceding the Change in Control Closing Date. Such distribution, whether in the form of shares of Common Stock or, if directed by the Committee, in cash, shall be made to the Participant no later than the 70th day after the Change in Control Closing Date, and shall satisfy the rights of the Participant and the obligations of the Company under this Award Agreement in full. In the event a Change in Control occurs after the Participant has had a Separation from Service Participant’s termination of Employment without Cause or due to Retirement, the Target Shares such Participant shall receive under this Section 6 7 shall be pro-rated based on the number of days that elapsed in the Performance Cycle as of the date of his Separation from Service date termination of Employment over the total number of days in the Performance Cycle.

Distribution Upon a Change in Control. Notwithstanding anything herein any provision of this Award Agreement to the contrary and without regard to the Performance Goalscontrary, if there is a Change in Control and the Change in Control Closing Date occurs during the Performance CycleParticipant’s Employment and prior to (a) the final Vesting Date or (b) an accelerated vesting event under Section 4 above, then, upon the Change in Control Closing Date, the Participant’s right to receive the Target Shares unvested units of Common Stock subject to this Award Agreement shall vest and be fully vested. This RSU Award shall be settled by one or more distributions, on the distribution Change in Control Payment Date, to the Participant of: (a) shares The number of units of Common Stock equal subject to the Target Shares; this Award Agreement not previously vested or forfeited pursuant to Sections 3 or 4 above, plus (b) Dividend Equivalents in the form of shares of Common Stock (rounded up to the nearest whole share) having a Fair Market Value equal to the amount of dividends that would have been declared on the number of such shares determined under clause (a) above during for the period commencing at on the beginning of the Performance Cycle Award Date and ending on the date immediately preceding the Change in Control Closing Payment Date. ; with such shares of Common Stock registered in book-entry form with the Company’s transfer agent in the name of the Participant and delivered to the Participant. In lieu of the foregoing distribution in shares, the Committee, in its sole discretion, may direct that such distribution be made to the Participant in a lump one or more cash payment payments equal to: (x) the The product of (i) the Fair Market Value per share of Common Stock on the date immediately preceding the Change in Control Closing Date and (ii) the Target Shares; number of units of Common Stock subject to this Award Agreement not previously vested or forfeited pursuant to Sections 3 or 4 above, plus (y) the amount of dividends that would have been declared on the number of shares of Common Stock determined under clause (a) above during Dividend Equivalents for the period commencing at on the beginning of the Performance Cycle Award Date and ending on the date immediately preceding the Change in Control Closing Payment Date; with such cash payment(s) to be made on the Change in Control Payment Date. Such distributiondistribution under this Section 5, whether in the form of shares of Common Stock or, if directed by the Committee, in cash, shall be made to the Participant no later than the 70th day after the Change in Control Closing Date, and shall satisfy the rights of the Participant and the obligations of the Company under this Award Agreement in full. In the event a Change in Control occurs after the Participant has had a Separation from Service due to Retirement, the Target Shares such Participant shall receive under this Section 6 shall be pro-rated based on the number of days that elapsed in the Performance Cycle as of his Separation from Service date over the total number of days in the Performance Cycle.

Distribution Upon a Change in Control. (a) Notwithstanding anything herein any provision of this RSU Award Agreement to the contrary and without regard to contrary, upon the Performance Goals, if there is occurrence of a Change in Control during of the Performance CycleCompany, upon provided the Change in Control Closing DateParticipant’s Service has not terminated prior to such date, the Participant’s right to receive the Target Shares unvested shares of Common Stock subject to this RSU Award Agreement shall vest and be settled by the a distribution to the Participant of: (ai) the number of shares of Common Stock equal subject to the Target Shares; this RSU Award Agreement not previously vested pursuant to Section 3 above, plus (bii) Dividend Equivalents on such shares of Common Stock in the form of shares of Common Stock (rounded up to the nearest whole share) having a Fair Market Value equal to the amount of dividends that would have been declared on the number of such shares determined under clause (a) above during for the period commencing at on the beginning of the Performance Cycle Grant Date and ending on the date immediately preceding the date of the consummation of the Change in Control (the “Change in Control Closing Date. ”); with such shares of Common Stock registered in book-entry form with the Company’s transfer agent in the name of the Participant. ’s name. (b) In lieu of the foregoing distribution in sharesshares under clause (a) above, the Committee, in its sole discretion, may direct that such distribution be made to the Participant in a lump sum cash payment equal to: (xi) the product of (ix) the Fair Market Value per share of Common Stock on the date immediately preceding the Change in Control Closing Date and (ii) the Target Shares; plus (y) the amount of dividends that would have been declared on the number of shares of Common Stock determined under clause subject to this RSU Award Agreement not previously vested pursuant to Section 3 above, plus (aii) above during Dividend Equivalents on such shares of Common Stock for the period commencing at on the beginning of the Performance Cycle Grant Date and ending on the date immediately preceding the Change in Control Closing Date; with such cash payment to be made to the Participant not later than 70 days after the Change in Control Closing Date. Such distributionThe Company shall have the right to withhold applicable taxes from any such distribution of the Common Stock (including, but not limited to, Dividend Equivalents) or from other cash compensation payable to the Participant at the time of such vesting and delivery pursuant to Section 11 of the Plan. (c) The distribution under this Section 4, whether in the form of shares of Common Stock or, if directed by the Committee, in cash, shall be made to the Participant no later than the 70th day after the Change in Control Closing Date, and shall satisfy the rights of the Participant and the obligations of the Company under this RSU Award Agreement in full. In the event a Change in Control occurs after the Participant has had a Separation from Service due to Retirement, the Target Shares such Participant shall receive under this Section 6 shall be pro-rated based on the number of days that elapsed in the Performance Cycle as of his Separation from Service date over the total number of days in the Performance Cycle.