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

Effect of Change in Control Event. Notwithstanding anything to the contrary in Section 3 of this Agreement or Section 7.2 of the Plan, in the event of the dissolution of the Corporation or other event described in Section 7.1 of the Plan (which generally covers mergers or similar reorganizations) that the Corporation does not survive (or does not survive as a public company in respect of its Common Stock) or a Change in Control Event (an “Acceleration Event”), the Award shall be deemed vested as of the effective date of the Acceleration Event with respect to the applicable number of the total Stock Units subject to the Award (with such number subject to adjustment under Section 7.1 of the Plan) set forth in the table below based upon the year following the Award Date (measured with reference to anniversaries of the Award Date) in which such Acceleration Event occurs: Year Following Award Date Number of Units Deemed Vest 1st 9,242.14419 2nd 10,905.73014 3rd 12,569.31610 4th 14,232.90205 5th 15,896.48800 6th 17,560.07396 7th 19,223.65992 8th 20,887.24587 9th 22,550.83182 10th 24,214.41778 11th 25,878.00373 12th 27,541.58969 13th 29,205.17564 14th 30,807.14730 Any Stock Units subject to the Award that are not vested after giving effect to the foregoing provisions of this Section 9 shall terminate as of the effective date of the Acceleration Event, unless provision has been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption or exchange of the Award in connection with the Acceleration Event. If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Corporation and without any other action by the Executive, or the Executive’s beneficiary or personal representative, as the case may be.

Effect of Change in Control Event. Notwithstanding anything to the contrary in Section 3 of this Agreement or Section 7.2 of the Plan, in the event of the dissolution of the Corporation or other event described in Section 7.1 of the Plan (which generally covers mergers or similar reorganizations) that the Corporation does not survive (or does not survive as a public company in respect of its Common Stock) or a Change in Control Event (an “Acceleration Event”), the Award shall be deemed vested as of the effective date of the Acceleration Event with respect to the applicable number of the total Stock Units subject to the Award (with such number subject to adjustment under Section 7.1 of the Plan) set forth in the table below based upon the year following the Award Date (measured with reference to anniversaries of the Award Date) in which such Acceleration Event occurs: Year Following Award Date Number of Units Deemed Vest 1st 9,242.14419 2nd 10,905.73014 12,322.85892 3rd 12,569.31610 15,403.57365 4th 14,232.90205 18,484.28838 5th 15,896.48800 21,565.00311 6th 17,560.07396 24,645.71784 7th 19,223.65992 27,726.43257 8th 20,887.24587 9th 22,550.83182 10th 24,214.41778 11th 25,878.00373 12th 27,541.58969 13th 29,205.17564 14th 30,807.14730 Any Stock Units subject to the Award that are not vested after giving effect to the foregoing provisions of this Section 9 shall terminate as of the effective date of the Acceleration Event, unless provision has been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption or exchange of the Award in connection with the Acceleration Event. If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Corporation and without any other action by the Executive, or the Executive’s beneficiary or personal representative, as the case may be.

Effect of Change in Control Event. Notwithstanding anything to the contrary in Section 3 of this Agreement or Section 7.2 of the Plan, in the event of the dissolution of the Corporation or other event described in Section 7.1 of the Plan (which generally covers mergers or similar reorganizations) that the Corporation does not survive (or does not survive as a public company in respect of its Common Stock) or a Change in Control Event (an “Acceleration Event”), the Award shall be deemed vested as of the effective date of the Acceleration Event with respect to the applicable number of the total Stock Units subject to the Award (with such number subject to adjustment under Section 7.1 of the Plan) set forth in the table below based upon the year following the Award Date (measured with reference to anniversaries of the Award Date) in which such Acceleration Event occurs: Year Following Award Date Number of Units Deemed Vest 1st 9,242.14419 2nd 10,905.73014 3rd 12,569.31610 4th 14,232.90205 5th 15,896.48800 6th 17,560.07396 7th 19,223.65992 8th 20,887.24587 9th 22,550.83182 10th 24,214.41778 11th 25,878.00373 12th 27,541.58969 13th 29,205.17564 14th 30,807.14730 Any Stock Units subject to the Award that are not vested after giving effect to the foregoing provisions of this Section 9 shall terminate as of the effective date of the Acceleration Event, unless provision has been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption or exchange of the Award in connection with the Acceleration Event. If Event in a manner and to the extent that such survival, substitution, assumption or exchange would not result in any unvested Stock Units are terminated hereundertax, such Stock Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Corporation and without any other action by the Executive, interest or the Executive’s beneficiary or personal representative, as the case may be.penalty under

Effect of Change in Control Event. Notwithstanding anything to the contrary in Section 3 of this Agreement or Section 7.2 of the Plan, in the event of the dissolution of the Corporation or other event described in Section 7.1 of the Plan (which generally covers mergers or similar reorganizations) that the Corporation does not survive (or does not survive as a public company in respect of its Common Stock) or a Change in Control Event (an “Acceleration Event”), the Award shall be deemed vested as of the effective date of the Acceleration Event with respect to the applicable number of the total Stock Units subject to the Award (with such number subject to adjustment under Section 7.1 of the Plan) set forth in the table below based upon the year following the Award Date (measured with reference to anniversaries of the Award Date) in which such Acceleration Event occurs: Year Following Award Date Number of Units Deemed Vest 1st 9,242.14419 2nd 10,905.73014 12,322.85892 3rd 12,569.31610 15,403.57365 4th 14,232.90205 18,484.28838 5th 15,896.48800 21,565.00311 6th 17,560.07396 24,645.71784 7th 19,223.65992 27,726.43257 8th 20,887.24587 9th 22,550.83182 10th 24,214.41778 11th 25,878.00373 12th 27,541.58969 13th 29,205.17564 14th 30,807.14730 Any Stock Units subject to the Award that are not vested after giving effect to the foregoing provisions of this Section 9 shall terminate as of the effective date of the Acceleration Event, unless provision has been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption or exchange of the Award in connection with the Acceleration EventEvent in a manner and to the extent that such survival, substitution, assumption or exchange would not result in any tax, interest or penalty under Section 409A of the Code. If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Corporation and without any other action by the Executive, or the Executive’s beneficiary or personal representative, as the case may be.