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

Distribution Upon a Change in Control. Notwithstanding any provision of this Award Agreement to the contrary, if during the Participant’s Employment and prior to the end of the Vesting Period or an accelerated vesting event under Section 4 above there is a Change in Control of the Company, then, upon the Change in Control Closing Date and without regard to the Performance Goals, the Participant’s right to receive the unvested units of Common Stock subject to this Award Agreement shall be vested and settled by a distribution, on the Change in Control Payment Date, to the Participant of: (a) The number of units of Common Stock subject to 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) for the period commencing on the Grant Date and ending on the date immediately preceding the Change in Control Closing Date; with such shares of Common Stock registered 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 sum 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 number of units of Common Stock subject to this Award Agreement not previously vested or forfeited pursuant to Sections 3 or 4 above, plus

Distribution Upon a Change in Control. Notwithstanding any provision of this Award Agreement to the contrary, if during the Participant’s Employment and prior to the end of the Vesting Period or an accelerated vesting event under Section 4 above there is a Change in Control of the Company, then, upon the Change in Control Closing Date and without regard to the Performance GoalsGoal, the Participant’s right to receive the unvested units of Common Stock subject to this Award Agreement shall be vested and settled by a distribution, on the Change in Control Payment Date, to the Participant of: (a) The number of units of Common Stock subject to 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) for the period commencing on the Grant Award Date and ending on the date immediately preceding the Change in Control Closing Payment Date; with such shares of Common Stock registered 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 sum 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 number of units of Common Stock subject to this Award Agreement not previously vested or forfeited pursuant to Sections 3 or 4 above, plus

Distribution Upon a Change in Control. Notwithstanding any provision of this Award Agreement to the contrary, if during the Participant’s Employment and prior to the end of the Vesting Period or an accelerated vesting event under Section 4 above there is a Change in Control of the Company, then, upon the Change in Control Closing Date and without regard to the Performance Goals, the Participant’s right to receive the unvested units shares of Common Stock subject to under this Stock Award Agreement shall be vested and settled by a distribution, on the Change in Control Payment Date, to the Participant of: (a) The number of units shares of Common Stock subject to this Stock Award Agreement not previously vested or forfeited pursuant to Sections 3 or 4 above, plus (b) Dividend Equivalents in the form of shares Shares of Common Stock (rounded up to the nearest whole share) for having a Fair Market Value equal to the period commencing amount of dividends that would have been declared on the number of shares of Common Stock determined under clause (a) above where the record date is after the Grant Date and ending on the date immediately preceding the Change in Control Closing Date; with such shares of Common Stock registered in the name of the Participant and certificates representing such Common Stock to be 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 sum 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 number of units shares of Common Stock subject to this Stock Award Agreement not previously vested or forfeited pursuant to Sections 3 or 4 above, plus

Distribution Upon a Change in Control. Notwithstanding any provision of this RSU Award Agreement to the contrary, if during upon the Participant’s Employment and prior to the end occurrence of the Vesting Period or an accelerated vesting event under Section 4 above there is a Change in Control of the Company, then, upon Company prior to distribution of all of the Change in Control Closing Date and without regard to the Performance Goals, the Participant’s right to receive the unvested units shares of Common Stock subject of covered under the RSU Award, if the Acquiror does not assume or continue this RSU Award or provide a substantially equivalent award in substitution for this RSU Award pursuant to Section 5(a), this RSU Award Agreement shall be vested and settled by a distribution, on the Change in Control Payment Date, distribution to the Participant of: (a1) The the number of units shares of Common Stock subject to this RSU Award Agreement not previously vested or forfeited distributed pursuant to Sections Section 3 or 4 above, plus (b2) Dividend Equivalents on such shares of Common Stock in the form of shares of Common Stock (rounded up to the nearest whole share) for the period commencing on the Grant Date and ending on the date immediately preceding the Change in Control Closing Date; with such shares of Common Stock registered in the name date of the Participant and delivered to the Participantdistribution. 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 sum cash payment equal to: (x1) The the product of (ix) the Fair Market Value per share of Common Stock on the date immediately preceding the Change in Control Closing Date date of the distribution and (iiy) the number of units shares of Common Stock subject to this RSU Award Agreement not previously vested or forfeited distributed pursuant to Sections Section 3 or 4 above, plus (2) Dividend Equivalents on such shares of Common Stock for the period commencing on the Grant Date and ending on the date immediately preceding the date of the distribution; The distribution under this Section 5, whether in the form of shares of Common Stock or, if directed by the Committee, in cash, shall be made on the Change in Control Payment Date and shall satisfy the rights of the Participant and the obligations of the Company under this RSU Award Agreement in full.

Distribution Upon a Change in Control. Notwithstanding any provision of this Award Agreement to the contrary, if during the Participant’s 's Employment and prior to the end of the Vesting Period or an accelerated vesting event under Section 4 above there is a Change in Control of the Company, then, upon the Change in Control Closing Date and without regard to the Performance GoalsGoal, the Participant’s 's right to receive the unvested units of Common Stock subject to this Award Agreement shall be vested and settled by a distribution, on the Change in Control Payment Date, to the Participant of: (a) The number of units of Common Stock subject to 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) for the period commencing on the Grant Award Date and ending on the date immediately preceding the Change in Control Closing Date; with such shares of Common Stock registered 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 sum 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 number of units of Common Stock subject to this Award Agreement not previously vested or forfeited pursuant to Sections 3 or 4 above, plus