Common use of Effect of Change in Control on Award Clause in Contracts

Effect of Change in Control on Award. 7.1 In the event of a Change in Control, the vesting of the Restricted Stock Units shall be accelerated in full and the total number of Restricted Stock Units subject to the Award shall be deemed vested effective as of immediately prior to the date of the Change in Control, provided that the Participant’s Service has not terminated prior to such date. No such acceleration, however, shall occur if and to the extent: (i) these Restricted Stock Units are, in connection with the Change in Control, either assumed by the successor corporation (or parent thereof) or replaced with comparable restricted stock units of the successor corporation (or parent thereof); or (ii) these Restricted Stock Units are replaced with a cash incentive program of the successor corporation which preserves the Fair Market Value of the Restricted Stock Units at the time of the Change in Control and provides for subsequent pay-out in accordance with the vesting schedule set forth in the Grant Notice. The determination of the comparability of restricted stock units under clause (i) shall be made by the Committee, and such determination shall be final, binding and conclusive. This Award Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. 7.2 In the event that the Restricted Stock Units are, in connection with the Change in Control, either assumed by the successor corporation (or parent thereof) or replaced with comparable restricted stock units of the successor corporation (or parent thereof) and, within eighteen (18) months of the effective date of the Change in Control, the Participant’s Service terminates due to Involuntary Termination, the vesting of the Restricted Stock Units shall be accelerated in full and the total number of Restricted Stock Units subject to the Award shall be deemed vested effective as of the effective date of the Participant’s Involuntary Termination (as determined in accordance with Section 7.3). Restricted Stock Units vested as a result of the Participant’s Involuntary Termination shall be settled in accordance with Section 4 on the 60th day following the date of the Participant’s termination of employment or service provided that the Participant has signed a full general release in a form prepared by or otherwise acceptable to Company, releasing all claims, known or unknown, that the Participant may have against Company and its officers, directors, employees and affiliated companies, arising out of or in any way related to the Participant’s employment or service or termination of employment or service with Company and the period for revocation, if any, of such release has lapsed on or before such 60th day without the release having been revoked. In the event that such release does not become effective in accordance with its terms on or before the 60th day following the date of the Participant’s termination of employment or service, the Participant shall forfeit, without compensation therefor, any Restricted Stock Units that were deemed vested as a result of the Participant’s Involuntary Termination.

Effect of Change in Control on Award. 7.1 In the event of a Change in Control, the vesting of the Restricted Stock Units shall be accelerated in full and the total number of Restricted Stock Units subject to the Award shall be deemed vested effective as of immediately prior to the date of the Change in Control, provided that the Participant’s Service has not terminated prior to such date. No such acceleration, however, shall occur if and to the extent: (i) these Restricted Stock Units are, in connection with the Change in Control, either assumed by the successor corporation (or parent thereof) or replaced with comparable restricted stock units of the successor corporation (or parent thereof); or (ii) these Restricted Stock Units are replaced with a cash incentive program of the successor corporation which preserves the Fair Market Value of the Restricted Stock Units at the time of the Change in Control and provides for subsequent pay-out in accordance with the vesting schedule set forth in the Grant Notice. The determination of the comparability of restricted stock units under clause (i) shall be made by the Committee, and such determination shall be final, binding and conclusive. This Award Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. 7.2 In the event that the Restricted Stock Units are, in connection with the Change in Control, either assumed by the successor corporation (or parent thereof) or replaced with comparable restricted stock units of the successor corporation (or parent thereof) and, within eighteen (18) months of the effective date of the Change in Control, the Participant’s Service terminates due to Involuntary Termination, the vesting of the Restricted Stock Units shall be accelerated in full and the total number of Restricted Stock Units subject to the Award shall be deemed vested effective as of the effective date of the Participant’s Involuntary Termination (as determined in accordance with Section 7.3). Restricted Stock Units vested as a result of the Participant’s Involuntary Termination shall be settled in accordance with Section 4 on the 60th day following the date of the Participant’s termination of employment or service provided that the Participant has signed a full general release in a form prepared by or otherwise acceptable to Company, releasing all claims, known or unknown, that the Participant may have against Company and its officers, directors, employees and affiliated companies, arising out of or in any way related to the Participant’s employment or service or termination of employment or service with Company and the period for revocation, if any, of such release has lapsed on or before such 60th day without the release having been revoked. In the event that such release does not become effective in accordance with its terms on or before the 60th day following the date of the Participant’s termination of employment or service, the Participant shall forfeit, without compensation therefor, any Restricted Stock Units that were deemed vested as a result of the Participant’s Involuntary Termination.

Effect of Change in Control on Award. 7.1 (a) In the event of a Change in Control, a percentage of the Units that otherwise would not be vested (the "Unvested Units") shall vest immediately prior to (but conditioned upon the consummation of) the Change in Control. Such percentage shall be the percentage of Unvested Units that, on the date of the Change of Control, would have been vested had such Unvested Units been subject to a straight-line, monthly vesting schedule beginning January 1, 2008 and ending December 31, 2011. Subject to the Acquiror's assumption, continuation or substitution for the Remaining Units pursuant to Section 8(b), after the Change in Control, the remainder of the Unvested Units (the "Remaining Units") shall continue to vest on a straight-line, monthly vesting schedule, and the vesting schedule described in Section 4 above shall no longer be in effect. (b) In the event of a Change in Control, the vesting surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the "Acquiror"), may, without the consent of the Restricted Stock Units shall be accelerated in full Participant, either assume or continue the Company's rights and the total number of Restricted Stock Units subject obligations with respect to the Award Remaining Units or substitute for outstanding Remaining Units substantially equivalent rights with respect to the Acquiror's stock. For purposes of this Section, a Remaining Unit shall be deemed vested effective as of immediately prior to the date of assumed if, following the Change in Control, provided that the Participant’s Service has not terminated prior Remaining Unit confers the right to such date. No such accelerationreceive, however, shall occur if and subject to the extent: terms and conditions of the Plan and this Agreement, the consideration (i) these Restricted Stock Units arewhether stock, in connection with the Change in Controlcash, either assumed by the successor corporation (other securities or parent property or a combination thereof) or replaced with comparable restricted stock units to which a holder of the successor corporation (or parent thereof); or (ii) these Restricted a share of Stock Units are replaced with a cash incentive program of the successor corporation which preserves the Fair Market Value of the Restricted Stock Units at the time of the Change in Control and provides for subsequent pay-out in accordance with the vesting schedule set forth in the Grant Notice. The determination of the comparability of restricted stock units under clause (i) shall be made by the Committee, and such determination shall be final, binding and conclusive. This Award Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. 7.2 In the event that the Restricted Stock Units are, in connection with the Change in Control, either assumed by the successor corporation (or parent thereof) or replaced with comparable restricted stock units of the successor corporation (or parent thereof) and, within eighteen (18) months of on the effective date of the Change in Control was entitled. In the event the Acquiror elects not to assume, continue or substitute for the Remaining Units in connection with a Change in Control, the Participant’s Service terminates due to Involuntary Termination, the vesting of the Restricted Stock Units shall be accelerated in full and the total number of Restricted Stock all Units subject to the Award that otherwise would not be vested shall be deemed vested effective as of vest in full immediately prior to (but conditioned upon the effective date of consummation of) the Participant’s Involuntary Termination (as determined Change in accordance with Section 7.3). Restricted Stock Units vested as a result of the Participant’s Involuntary Termination shall be settled in accordance with Section 4 on the 60th day following the date of the Participant’s termination of employment or service provided that the Participant has signed a full general release in a form prepared by or otherwise acceptable to Company, releasing all claims, known or unknown, that the Participant may have against Company and its officers, directors, employees and affiliated companies, arising out of or in any way related to the Participant’s employment or service or termination of employment or service with Company and the period for revocation, if any, of such release has lapsed on or before such 60th day without the release having been revoked. In the event that such release does not become effective in accordance with its terms on or before the 60th day following the date of the Participant’s termination of employment or service, the Participant shall forfeit, without compensation therefor, any Restricted Stock Units that were deemed vested as a result of the Participant’s Involuntary TerminationControl.

Effect of Change in Control on Award. 7.1 (a) In the event of a Change in Control, a percentage of the Units that otherwise would not be vested (the “Unvested Units”) shall vest immediately prior to (but conditioned upon the consummation of) the Change in Control. Such percentage shall be the percentage of Unvested Units that, on the date of the Change of Control, would have been vested had such Unvested Units been subject to a straight-line, monthly vesting schedule beginning January 1, 2008 and ending December 31, 2011. Subject to the Acquiror’s assumption, continuation or substitution for the Remaining Units pursuant to Section 8(b), after the Change in Control, the remainder of the Unvested Units (the “Remaining Units”) shall continue to vest on a straight-line, monthly vesting schedule, and the vesting schedule described in Section 4 above shall no longer be in effect. (b) In the event of a Change in Control, the vesting surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Restricted Stock Units shall be accelerated in full Participant, either assume or continue the Company’s rights and the total number of Restricted Stock Units subject obligations with respect to the Award Remaining Units or substitute for outstanding Remaining Units substantially equivalent rights with respect to the Acquiror’s stock. For purposes of this Section, a Remaining Unit shall be deemed vested effective as of immediately prior to the date of assumed if, following the Change in Control, provided that the Participant’s Service has not terminated prior Remaining Unit confers the right to such date. No such accelerationreceive, however, shall occur if and subject to the extent: terms and conditions of the Plan and this Agreement, the consideration (i) these Restricted Stock Units arewhether stock, in connection with the Change in Controlcash, either assumed by the successor corporation (other securities or parent property or a combination thereof) or replaced with comparable restricted stock units to which a holder of the successor corporation (or parent thereof); or (ii) these Restricted a share of Stock Units are replaced with a cash incentive program of the successor corporation which preserves the Fair Market Value of the Restricted Stock Units at the time of the Change in Control and provides for subsequent pay-out in accordance with the vesting schedule set forth in the Grant Notice. The determination of the comparability of restricted stock units under clause (i) shall be made by the Committee, and such determination shall be final, binding and conclusive. This Award Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. 7.2 In the event that the Restricted Stock Units are, in connection with the Change in Control, either assumed by the successor corporation (or parent thereof) or replaced with comparable restricted stock units of the successor corporation (or parent thereof) and, within eighteen (18) months of on the effective date of the Change in Control was entitled. In the event the Acquiror elects not to assume, continue or substitute for the Remaining Units in connection with a Change in Control, the Participant’s Service terminates due to Involuntary Termination, the vesting of the Restricted Stock Units shall be accelerated in full and the total number of Restricted Stock all Units subject to the Award that otherwise would not be vested shall be deemed vested effective as of vest in full immediately prior to (but conditioned upon the effective date of consummation of) the Participant’s Involuntary Termination (as determined Change in accordance with Section 7.3). Restricted Stock Units vested as a result of the Participant’s Involuntary Termination shall be settled in accordance with Section 4 on the 60th day following the date of the Participant’s termination of employment or service provided that the Participant has signed a full general release in a form prepared by or otherwise acceptable to Company, releasing all claims, known or unknown, that the Participant may have against Company and its officers, directors, employees and affiliated companies, arising out of or in any way related to the Participant’s employment or service or termination of employment or service with Company and the period for revocation, if any, of such release has lapsed on or before such 60th day without the release having been revoked. In the event that such release does not become effective in accordance with its terms on or before the 60th day following the date of the Participant’s termination of employment or service, the Participant shall forfeit, without compensation therefor, any Restricted Stock Units that were deemed vested as a result of the Participant’s Involuntary TerminationControl.

Effect of Change in Control on Award. 7.1 In the event of a Change in Control, the vesting of the Restricted Stock Units shall be accelerated in full and the total number of Restricted Stock Units subject to the Award shall be deemed vested effective as of immediately prior to the date of the Change in Control, provided that the Participant’s Service has not terminated prior to such date. No such acceleration, however, shall occur if and to the extent: (i) these Restricted Stock Units are, in connection with the Change in Control, either assumed by the successor corporation (or parent thereof) or replaced with comparable restricted stock units of the successor corporation (or parent thereof); ) or (ii) these Restricted Stock Units are replaced with a cash incentive program of the successor corporation which preserves the Fair Market Value of the Restricted Stock Units at the time of the Change in Control and provides for subsequent pay-out in accordance with the vesting schedule set forth in the Grant Notice. The determination of the comparability of restricted stock units under clause (i) shall be made by the Committee, and such determination shall be final, binding and conclusive. This Award Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. 7.2 In the event that the Restricted Stock Units are, in connection with the Change in Control, either assumed by the successor corporation (or parent thereof) or replaced with comparable restricted stock units of the successor corporation (or parent thereof) and, within eighteen (18) months of the effective date of the Change in Control, the Participant’s Service terminates due to Involuntary Termination, the vesting of the Restricted Stock Units shall be accelerated in full and the total number of Restricted Stock Units subject to the Award shall be deemed vested effective as of the effective date of the Participant’s Involuntary Termination (as determined in accordance with Section 7.3). Restricted Stock Units vested as a result of the Participant’s Involuntary Termination shall be settled in accordance with Section 4 on the 60th day following the date of the Participant’s termination of employment or service provided that the Participant has signed a full general release in a form prepared by or otherwise acceptable to Company, releasing all claims, known or unknown, that the Participant may have against Company and its officers, directors, employees and affiliated companies, arising out of or in any way related to the Participant’s employment or service or termination of employment or service with Company and the period for revocation, if any, of such release has lapsed on or before such 60th day without the release having been revoked. In the event that such release does not become effective in accordance with its terms on or before the 60th day following the date of the Participant’s termination of employment or service, the Participant shall forfeit, without compensation therefor, any Restricted Stock Units that were deemed vested as a result of the Participant’s Involuntary Termination.

Effect of Change in Control on Award. 7.1 In the event of a Change in Control, the vesting of the Restricted Stock Units shall be accelerated in full and the total number of Restricted Stock Units subject to the Award shall be deemed vested effective as of immediately prior to the date of the Change in Control, provided that the Participant’s Service has not terminated prior to such date, and such vested Restricted Stock Units shall be settled in accordance with Section 4.1. No such acceleration, however, shall occur if and to the extent: (i) these Restricted Stock Units are, in connection with the Change in Control, either assumed by the successor corporation (or parent thereof) or replaced with comparable restricted stock units of the successor corporation (or parent thereof); or (ii) these Restricted Stock Units are replaced with a cash incentive program of the successor corporation which preserves the Fair Market Value of the Restricted Stock Units at the time of the Change in Control and provides for subsequent pay-out in accordance with the vesting schedule and settlement terms set forth in the Grant Noticethis Award Agreement. The determination of the comparability of restricted stock units under clause (i) shall be made by the Committee, and such determination shall be final, binding and conclusive. This Award Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. 7.2 In the event that the Restricted Stock Units are, in connection with the Change in Control, either assumed by the successor corporation (or parent thereof) or replaced with comparable restricted stock units of the successor corporation (or parent thereof) and, within eighteen (18) months of after the effective date of the Change in Control, the Participant’s Service terminates due to Involuntary Termination, the vesting of the Restricted Stock Units shall be accelerated in full and the total number of Restricted Stock Units subject to the Award shall be deemed vested effective as of the effective date of the Participant’s Involuntary Termination (as determined in accordance with Section 7.3)Termination. Restricted Stock Units vested under this Section 7.2 as a result of the Participant’s Involuntary Termination shall be settled in accordance with Section 4 on the 60th day following the date of the Participant’s termination of employment or service service, provided that the Participant has signed a full general release in a form prepared by or otherwise acceptable to CompanyCompany (in its sole discretion), releasing all claims, known or unknown, that the Participant may have against Company and its officers, directors, employees and affiliated companies, arising out of or in any way related to the Participant’s employment or service or termination of employment or service with Company and the period for revocation, if any, of such release has lapsed on or before such 60th day following the date of the Participant’s termination of employment or service without the release having been revoked. In the event that such release does not become effective in accordance with its terms on or before the 60th day following the date of the Participant’s termination of employment or service, the Participant shall forfeit, without compensation therefor, any Restricted Stock Units (and any corresponding Dividend Equivalents, if any) that were deemed vested as a result of the Participant’s Involuntary Termination.

Effect of Change in Control on Award. 7.1 9.1 In the event of a Change in Control, the vesting of the Restricted Stock Units Shares shall be accelerated in full and the total number of Restricted Stock Units Shares subject to the Award shall be deemed vested become Vested Shares effective as of immediately prior to the date of the Change in Control, provided that the Participant’s Service has not terminated prior to such date. No such acceleration, however, shall occur if and to the extent: (i) extent these Restricted Stock Units Shares are, in connection with the Change in Control, either assumed by the successor corporation (or parent thereof) or replaced with comparable restricted stock units shares of the successor corporation (or parent thereof); or (ii) these Restricted Stock Units are replaced with a cash incentive program of the successor corporation which preserves the Fair Market Value of the Restricted Stock Units at the time of the Change in Control and provides for subsequent pay-out in accordance with the vesting schedule set forth in the Grant Notice. The determination of the comparability of restricted stock units under clause (i) shares shall be made by the Committee, and such determination shall be final, binding and conclusive. This Award Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. 7.2 9.2 In the event that the Restricted Stock Units Shares are, in connection with the Change in Control, either assumed by the successor corporation (or parent thereof) or replaced with comparable restricted stock units shares of the successor corporation (or parent thereof) and, within eighteen (18) months of after the effective date of the Change in Control, the Participant’s Service terminates due to Involuntary Termination, the vesting of the Restricted Stock Units Shares shall be accelerated in full and the total number of Restricted Stock Units Shares subject to the Award shall be deemed vested effective as of the effective date of the Participant’s Involuntary Termination (as determined in accordance with Section 7.3). Restricted Stock Units vested as a result of the Participant’s Involuntary Termination shall be settled in accordance with Section 4 on the 60th day following the date of the Participant’s termination of employment or service Termination, provided that the Participant has signed a full general release in a form prepared by or otherwise acceptable to CompanyCompany (in its sole discretion), releasing all claims, known or unknown, that the Participant may have against Company and its officers, directors, employees and affiliated companies, arising out of or in any way related to the Participant’s employment or service or termination of employment or service with Company and the period for revocation, if any, of such release has lapsed on or before such the 60th day following the date of the Participant’s termination of employment or service without the release having been revoked. In the event that such release does not become effective in accordance with its terms on or before the 60th day following the date of the Participant’s termination of employment or service, the Participant shall forfeit, without compensation therefor, any Restricted Stock Units Shares (and any corresponding Dividend Equivalents, if any) that were deemed vested as a result of the Participant’s Involuntary Termination.