Common use of Effect of Change of Ownership Clause in Contracts

Effect of Change of Ownership. (a) If Employee is (1) a participant under the Company’s Change in Control Severance Plan; or (2) is a participant under any other Company plan or policy (either, a “Policy”), or is party to a written agreement with the Company, providing for the acceleration of the vesting of, or the lapsing of restrictions with respect to, any compensatory equity award upon a Change of Ownership, Employee acknowledges and agrees that notwithstanding the terms of the Change in Control Severance Plan or of any other such Policy or written agreement, which terms Employee hereby waives to the extent set forth in this Section 16, the vesting of the Award will not accelerate upon a Change of Ownership if (i) the Company is the surviving company and remains publicly traded, or the surviving company (if not the Company) assumes the Award and is publicly traded, and (ii) the post-Change of Ownership Fair Market Value of the Award (inclusive of Award Shares and Dividend Equivalent) payable upon vesting (such value to be computed immediately after the Change of Ownership) is at least equal to the Award’s “Adjusted Value” immediately before the Change of Ownership; provided, that if within the 18-month period following the Change of Ownership Employee experiences an involuntary Termination of Service without cause or a voluntary Termination of Service for good reason (either, a “Qualifying Termination”), the vesting of the Award will accelerate in full upon the effective date of any such Qualifying Termination as set forth in this Section 16. If a Change of Ownership occurs within one (1) year of the beginning of the Performance Period, the Award’s “Adjusted Value” equals 100% of the value as of the Change of Ownership of the Target Restricted Stock Units and Dividend Equivalent (with the applicable Determination Date for Dividend Equivalent being the effective date of the Change of Ownership). If a Change of Ownership occurs after the first year of the Performance Period, the Award’s “Adjusted Value” equals the value as of the Change of Ownership of the percentage of Award Shares and Dividend Equivalent (with the applicable Determination Date for Dividend Equivalent being the effective date of the Change of Ownership) payable to Employee as calculated in accordance with Attachment A, with the applicable Performance Period being deemed to have run until the end of the fiscal quarter immediately preceding the effective date of the Change of Ownership (“Adjusted Performance Period”), and for each metric set forth in Attachment A described to be measured or computed on a cumulative basis for the full original Performance Period, such metric will be calculated on a prorated basis equal to the length of the Adjusted Performance Period. If a Change of Ownership occurs prior to the beginning of the Performance Period, the Award will not vest and no amount will be payable to Employee under this Agreement. In addition, for these purposes, “good reason” and “cause” will have the definitions (A) as set forth in the Company’s Change in Control Severance Plan, or (B) as set forth in any Policy under which Employee is a participant or in a written agreement to which Employee is party if such Policy or such written agreement came into effect after the original effective date of the Company’s Change in Control Severance Plan.

Effect of Change of Ownership. If Holder is (a) If Employee is (1) a participant under the Company’s Change in Control Severance Plan; or (2b) is a participant under any other Company plan or policy (either, a “Policy”), or is party to a written agreement with the Company, providing for the acceleration of the vesting of, or the lapsing of restrictions with respect to, any compensatory equity award upon a Change of Ownership, Employee Holder acknowledges and agrees that notwithstanding the terms of the Change in Control Severance Plan or of any other such Policy or written agreement, which terms Employee Holder hereby waives to the extent set forth in this Section 1617, the vesting of transferability restrictions imposed on the Award will not accelerate lapse upon a Change of Ownership if (i) the Company is the surviving company and remains publicly traded, or the surviving company (if not the Company) assumes the Award and is publicly traded, and (ii) the post-Change of Ownership Fair Market Value of the Award (inclusive number of Award Shares and Dividend Equivalent) payable upon vesting that may become freely tradable hereunder after the Change of Ownership (such value to be computed immediately after the Change of Ownership) is at least equal to the Award’s “Adjusted Value” value immediately before the Change of Ownership; provided, that if within the 18-month period following the Change of Ownership Employee Holder experiences an involuntary Termination of Service without cause or a voluntary Termination of Service for good reason (either, a “Qualifying Termination”), the vesting of transferability restrictions imposed on the Award will accelerate lapse in full full, and, subject to the terms of Section 7 above, the Award Shares shall become freely tradable upon the effective date of any such Qualifying Termination as set forth in this Section 16Termination. If a Change of Ownership occurs within one (1) year of the beginning of the Performance Period, the Award’s “Adjusted Value” equals 100% of the value as of the Change of Ownership of the Target Restricted Stock Units and Dividend Equivalent (with the applicable Determination Date for Dividend Equivalent being the effective date of the Change of Ownership). If a Change of Ownership occurs after the first year of the Performance Period, the Award’s “Adjusted Value” equals the value as of the Change of Ownership of the percentage of Award Shares and Dividend Equivalent (with the applicable Determination Date for Dividend Equivalent being the effective date of the Change of Ownership) payable to Employee as calculated in accordance with Attachment A, with the applicable Performance Period being deemed to have run until the end of the fiscal quarter immediately preceding the effective date of the Change of Ownership (“Adjusted Performance Period”), and for each metric set forth in Attachment A described to be measured or computed on a cumulative basis for the full original Performance Period, such metric will be calculated on a prorated basis equal to the length of the Adjusted Performance Period. If a Change of Ownership occurs prior to the beginning of the Performance Period, the Award will not vest and no amount will be payable to Employee under this Agreement. In addition, for For these purposes, “good reason” and “cause” will have the definitions (A) as set forth in the Company’s Change in Control Severance Plan, or (B) as set forth in any Policy under which Employee Holder is a participant or in a written agreement to which Employee Holder is party if such Policy or such written agreement came into effect after the original effective date of the Company’s Change in Control Severance Plan. By executing this Agreement and accepting the Award, Holder acknowledges and agrees that Holder is providing Holder’s express consent that (1) upon a Change of Ownership, the treatment of the Award shall be governed solely by this Section 17, which shall supersede and replace any vesting or restriction lapsing acceleration provisions that might apply to the Award in connection with a Change of Ownership under the Change in Control Severance Plan, or under any Policy under which Holder is a participant or in a written agreement to which Holder is a party, whether in existence currently or entered into in the future, unless a future arrangement or agreement specifically amends the terms of this Agreement; and (2) this Agreement shall override, amend and take precedence over any integration or entire agreement provisions in the Change in Control Severance Plan, under any Policy under which Holder is a participant or in a written agreement to which Holder is a party, in each case, as in effect on the Award Date.

Effect of Change of Ownership. If Holder is (a) If Employee is (1) a participant under the Company’s Change in Control Severance Plan; or (2b) is a participant under any other Company plan or policy (either, a “Policy”), or is party to a written agreement with the Company, providing for the acceleration of the vesting of, or the lapsing of restrictions with respect to, any compensatory equity award upon a Change of Ownership, Employee Holder acknowledges and agrees that notwithstanding the terms of the Change in Control Severance Plan or of any other such Policy or written agreement, which terms Employee Holder hereby waives to the extent set forth in this Section 1617, the vesting of transferability restrictions imposed on the Award will not accelerate lapse upon a Change of Ownership if (i) the Company is the surviving company and remains publicly traded, or the surviving company (if not the Company) assumes the Award and is publicly traded, and (ii) the post-Change of Ownership Fair Market Value of the Award (inclusive number of Award Shares and Dividend Equivalent) payable upon vesting that may become freely tradable hereunder after the Change of Ownership (such value to be computed immediately after the Change of Ownership) is at least equal to the Award’s “Adjusted Value” value immediately before the Change of Ownership; provided, that if within the 18-month period following the Change of Ownership Employee Holder experiences an involuntary Termination of Service without cause or a voluntary Termination of Service for good reason (either, a “Qualifying Termination”), the vesting of transferability restrictions imposed on the Award will accelerate lapse in full full, and, subject to the terms of Section 7 above, the Award Shares shall become freely tradable upon the effective date of any such Qualifying Termination as set forth in this Section 16Termination. If a Change of Ownership occurs within one (1) year of the beginning of the Performance Period, the Award’s “Adjusted Value” equals 100% of the value as of the Change of Ownership of the Target Restricted Stock Units and Dividend Equivalent (with the applicable Determination Date for Dividend Equivalent being the effective date of the Change of Ownership). If a Change of Ownership occurs after the first year of the Performance Period, the Award’s “Adjusted Value” equals the value as of the Change of Ownership of the percentage of Award Shares and Dividend Equivalent (with the applicable Determination Date for Dividend Equivalent being the effective date of the Change of Ownership) payable to Employee as calculated in accordance with Attachment A, with the applicable Performance Period being deemed to have run until the end of the fiscal quarter immediately preceding the effective date of the Change of Ownership (“Adjusted Performance Period”), and for each metric set forth in Attachment A described to be measured or computed on a cumulative basis for the full original Performance Period, such metric will be calculated on a prorated basis equal to the length of the Adjusted Performance Period. If a Change of Ownership occurs prior to the beginning of the Performance Period, the Award will not vest and no amount will be payable to Employee under this Agreement. In addition, for For these purposes, “good reason” and “cause” will have the definitions (A) as set forth in the Company’s Change in Control Severance Plan, or (B) as set forth in any Policy under which Employee Xxxxxx is a participant or in a written agreement to which Employee Holder is party if such Policy or such written agreement came into effect after the original effective date of the Company’s Change in Control Severance Plan. By executing this Agreement and accepting the Award, Xxxxxx acknowledges and agrees that Xxxxxx is providing Xxxxxx’s express consent that (1) upon a Change of Ownership, the treatment of the Award shall be governed solely by this Section 17, which shall supersede and replace any vesting or restriction lapsing acceleration provisions that might apply to the Award in connection with a Change of Ownership under the Change in Control Severance Plan, or under any Policy under which Xxxxxx is a participant or in a written agreement to which Xxxxxx is a party, whether in existence currently or entered into in the future, unless a future arrangement or agreement specifically amends the terms of this Agreement; and (2) this Agreement shall override, amend and take precedence over any integration or entire agreement provisions in the Change in Control Severance Plan, under any Policy under which Holder is a participant or in a written agreement to which Holder is a party, in each case, as in effect on the Award Date.