Common use of Effect of a Change of Control Clause in Contracts

Effect of a Change of Control. (i) If in connection with a Change of Control, the acquiring corporation (or other successor to Corporation, or if applicable, Corporation itself, in the Change of Control) (collectively, and together with such entity’s subsidiaries, the “Successor”) does not assume the Performance Shares, then if the Performance Shares have not previously been forfeited, the date of the Change of Control shall be the Vesting Date, and: (A) if such Vesting Date occurs after the last day of the Performance Period, then the number of Performance Shares that would have been earned on the Original Vesting Date pursuant to Section 4 above if Participant had remained in the continuous employ of Corporation from the Grant Date until the Original Vesting Date shall be earned as of the Vesting Date; or (B) if such Vesting Date occurs on or before the last day of the Performance Period, the number of Performance Shares that shall be earned as of such Vesting Date shall equal the greater of (x) the Target Award, and (y) the number of Performance Shares that would have been earned on the Original Vesting Date in accordance with Section 4 if Participant had remained in the continuous employ of Corporation from the Grant Date until the Original Vesting Date, determined as if the end date of the Performance Period were the date of the Change of Control and after the Performance Objectives have been adjusted to account for such shortened Performance Period by the Administrator in its sole discretion (such greater number, the “Adjusted Award”). (ii) If in connection with a Change of Control, the Successor assumes the Performance Shares that have not previously been forfeited, then subject to Section 5(b)(iii), the Original Vesting Date shall be the Vesting Date, and: 4 (A) if the Change of Control occurs after the last day of the Performance Period, then the number of Performance Shares that would have been earned on the Original Vesting Date pursuant to Section 4 above shall be earned as of such Vesting Date as long as Participant remains in the continuous employ of the Successor through such Vesting Date; or (B) if the Change of Control occurs on or before the last day of the Performance Period, then a number of Performance Shares equal to the Adjusted Award shall be earned as of such Vesting Date as long as Participant remains in the continuous employ of the Successor through such Vesting Date. (iii) Notwithstanding anything in Section 5(b)(ii) to the contrary, if Participant’s employment with the Successor (A) is involuntarily terminated by the Successor within 12 months following the Change of Control for any reason other than termination for Cause (as defined below), or (B) is terminated by Participant for Good Reason (as defined below) within 12 months following the Change of Control and Participant is or was a party to an employment or other agreement with Corporation (prior to the Change of Control) or the Successor that provides rights to Participant upon a termination of employment for Good Reason, then the date of such termination of employment described in (A) or (B) above shall be the Vesting Date, and the number of Performance Shares that shall be earned as of such Vesting Date shall be that number as provided in Section 5(b)(ii)(A) or Section 5(b)(ii)(B), as applicable.

Effect of a Change of Control. (i) If in connection with a Change of Control, the acquiring corporation (or other successor to Corporation, or if applicable, Corporation itself, in the Change of Control) (collectively, and together with such entity’s subsidiaries, the “Successor”) Successor does not assume the Performance Shares, then if the Performance Shares have not previously been forfeited, the date of the Change of Control shall be the Vesting Date, and: (A) if such Vesting Date occurs after the last day of the Performance Period, then the number of Performance Shares that would have been earned on the Original Vesting Date pursuant to Section 4 above if Participant had remained in the continuous employ of Corporation from the Grant Date until the Original Vesting Date shall be earned as of the Vesting Date; or (B) if such Vesting Date occurs on or before the last day of the Performance Period, the number of Performance Shares that shall be earned as of such Vesting Date shall equal the greater of (x) the Target Award, and (y) the number of Performance Shares that would have been earned on the Original Vesting Date in accordance with Section 4 if Participant had remained in maintained his or her Service Relationship with the continuous employ of Corporation from the Grant Date until the Original Vesting Date, determined as if the end date of the Performance Period were the date of the Change of Control and after the Performance Objectives have been adjusted to account for such shortened Performance Period by the Administrator in its sole discretion (such greater number, the “Adjusted Award”). (ii) If in connection with a Change of Control, the Successor assumes the Performance Shares that have not previously been forfeited, then subject to Section 5(b)(iii), the Original Vesting Date shall be the Vesting Date, and: 4 : (A) if the Change of Control occurs after the last day of the Performance Period, then the number of Performance Shares that would have been earned on the Original Vesting Date pursuant to Section 4 above shall be earned as of such Vesting Date as long as Participant remains in the continuous employ of maintains his or her Service Relationship with the Successor through such Vesting Date; or (B) if the Change of Control occurs on or before the last day of the Performance Period, then a number of Performance Shares equal to the Adjusted Award shall be earned as of such Vesting Date as long as Participant remains in the continuous employ of the Successor through such Vesting Date. (iii) Notwithstanding anything in Section 5(b)(ii) to the contrary, if Participant’s employment with the Successor (A) is involuntarily terminated by the Successor within 12 months following the Change of Control for any reason other than termination for Cause (as defined below), or (B) is terminated by Participant for Good Reason (as defined below) within 12 months following the Change of Control and Participant is or was a party to an employment or other agreement with Corporation (prior to the Change of Control) or the Successor that provides rights to Participant upon a termination of employment for Good Reason, then the date of such termination of employment described in (A) or (B) above shall be the Vesting Date, and the number of Performance Shares that shall be earned as of such Vesting Date shall be that number as provided in Section 5(b)(ii)(A) or Section 5(b)(ii)(B), as applicable.or

Effect of a Change of Control. (i) If in connection with a Change of Control, the acquiring corporation (or other successor to Corporation, or if applicable, Corporation itself, in the Change of Control) (collectively, and together with such entity’s subsidiaries, the “Successor”) Successor does not assume the Performance Shares, then if the Performance Shares have not previously been forfeited, the date of the Change of Control shall be the Vesting Date, and: (A) if such Vesting Date occurs after the last day of the Performance Period, then the number of Performance Shares that would have been earned on the Original Vesting Date pursuant to Section 4 above if Participant had remained in the continuous employ of Corporation from the Grant Date until the Original Vesting Date shall be earned as of the Vesting Date; or (B) if such Vesting Date occurs on or before the last day of the Performance Period, the number of Performance Shares that shall be earned as of such Vesting Date shall equal the greater of (x) the Target Award, and (y) the number of Performance Shares that would have been earned on the Original Vesting Date in accordance with Section 4 if Participant had remained in maintained his or her Service Relationship with the continuous employ of Corporation from the Grant Date until the Original Vesting Date, determined as if the end date of the Performance Period were the date of the Change of Control and after the Performance Objectives have been adjusted to account for such shortened Performance Period by the Administrator in its sole discretion (such greater number, the “Adjusted Award”). (ii) If in connection with a Change of Control, the Successor assumes the Performance Shares that have not previously been forfeited, then subject to Section 5(b)(iii), the Original Vesting Date shall be the Vesting Date, and: 4 (A) if the Change of Control occurs after the last day of the Performance Period, then the number of Performance Shares that would have been earned on the Original Vesting Date pursuant to Section 4 above shall be earned as of such Vesting Date as long as Participant remains in the continuous employ of maintains his or her Service Relationship with the Successor through such Vesting Date; or (B) if the Change of Control occurs on or before the last day of the Performance Period, then a number of Performance Shares equal to the Adjusted Award shall be earned as of such Vesting Date as long as Participant remains in the continuous employ of maintains his or her Service Relationship with the Successor through such Vesting Date. (iii) Notwithstanding anything in Section 5(b)(ii) to the contrary, if Participant’s employment with the Successor (A) is involuntarily terminated Terminated by the Successor within 12 months following the Change of Control for any reason other than termination Termination for Cause (as defined below)Cause, or (B) is terminated Terminated by Participant for Good Reason (as defined below) within 12 months following the Change of Control and Participant is or was a party to an employment or other agreement with Corporation (prior to the Change of Control) or the Successor that provides rights to Participant upon a termination of employment Termination for Good Reason, then the date of such termination of employment Termination described in (A) or (B) above shall be the Vesting Date, and the number of Performance Shares that shall be have been earned as of such Vesting Date pursuant to Section 5(b)(ii) shall be that number as provided paid in accordance with Section 5(b)(ii)(A) or Section 5(b)(ii)(B), as applicable6.

Effect of a Change of Control. (i) If in connection with a Change of Control, the acquiring corporation (or other successor to Corporation, or if applicable, Corporation itself, in the Change of Control) (collectively, and together with such entity’s subsidiaries, the “Successor”) Successor does not assume the Performance Shares, then if the Performance Shares have not previously been forfeited, the date of the Change of Control shall be the Vesting Date, and: (A) if such Vesting Date occurs after the last day of the Performance Period, then the number of Performance Shares that would have been earned on the Original Vesting Date pursuant to Section 4 above if Participant had remained in the continuous employ of Corporation from the Grant Date until the Original Vesting Date shall be earned as of the Vesting Date; or (B) if such Vesting Date occurs on or before the last day of the Performance Period, the number of Performance Shares that shall be earned as of such Vesting Date shall equal the greater of (x) the Target Award, and (y) the number of Performance Shares that would have been earned on the Original Vesting Date in accordance with Section 4 if Participant had remained in maintained his or her Service Relationship with the continuous employ of Corporation from the Grant Date until the Original Vesting Date, determined as if the end date of the Performance Period were the date of the Change of Control and after the Performance Objectives have been adjusted to account for such shortened Performance Period by the Administrator in its sole discretion (such greater number, the “Adjusted Award”). (ii) If in connection with a Change of Control, the Successor assumes the Performance Shares that have not previously been forfeited, then subject to Section 5(b)(iii), the Original Vesting Date shall be the Vesting Date, and: 4 (A) if the Change of Control occurs after the last day of the Performance Period, then the number of Performance Shares that would have been earned on the Original Vesting Date pursuant to Section 4 above shall be earned as of such Vesting Date as long as Participant remains in the continuous employ of maintains his or her Service Relationship with the Successor through such Vesting Date; or (B) if the Change of Control occurs on or before the last day of the Performance Period, then a number of Performance Shares equal to the Adjusted Award shall be earned as of such Vesting Date as long as Participant remains in the continuous employ of maintains his or her Service Relationship with the Successor through such Vesting Date. (iii) Notwithstanding anything in Section 5(b)(ii) to the contrary, if Participant’s employment with the Successor (A) is involuntarily terminated Terminated by the Successor within 12 months following the Change of Control for any reason other than termination Termination for Cause (as defined below)Cause, or (B) is terminated Terminated by Participant for Good Reason (as defined below) within 12 months following the Change of Control and Participant is or was a party to an employment or other agreement with Corporation (prior to the Change of Control) or the Successor that provides rights to Participant upon a termination of employment Termination for Good Reason, then the date of such termination of employment Termination described in (A) or (B) above shall be the Vesting Date, and the number of Performance Shares that shall be have been earned as of such Vesting Date pursuant to Section 5(b)(ii) shall be that number as provided paid in accordance with Section 5(b)(ii)(A) or Section 5(b)(ii)(B6. (c), as applicable.