Common use of Effect of Corporate Transaction on Restricted Stock Units Clause in Contracts

Effect of Corporate Transaction on Restricted Stock Units. In the event of a Corporate Transaction that is not a Change in Control, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume, continue or substitute for the Restricted Stock Units credited to the Account on substantially the same terms and conditions (which may include payment in shares of the common stock of the surviving corporation, acquiring corporation, or the surviving or acquiring corporation’s parent company). In the event of a Corporate Transaction that is not a Change in Control, then notwithstanding Section 11 of the Plan and paragraph (a) of this Section, to the extent that the surviving corporation or acquiring corporation (or its parent company) does not assume, continue or substitute for the Restricted Stock Units credited to the Account on substantially the same terms and conditions (which may include payment in shares of the common stock of the surviving corporation, acquiring corporation, or the surviving or acquiring corporation’s parent company), then that portion of the Restricted Stock Units that would have vested had (i) the Surviving Corporation or the Parent Corporation, if applicable, assumed the Restricted Stock Units and (ii) the Participant remained an Employee through February 26, 2012 (based in the achievement of only those Performance Goals actually achieved as of the date of the Corporate Transaction), shall become fully vested immediately prior to the Corporate Transaction if the Participant is then an Employee or, if applicable, a Director. For purposes of this Agreement, “Corporate Transaction” means (i) the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or (ii) the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the Shares outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. Notwithstanding the foregoing, a “Corporate Transaction” shall not include a transaction that is effected exclusively for the purpose of changing the domicile of the Company.

Effect of Corporate Transaction on Restricted Stock Units. In the event of a Corporate Transaction that is not a Change in Control, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume, continue or substitute for the Restricted Stock Units credited to the Account on substantially the same terms and conditions (which may include payment in shares of the common stock of the surviving corporation, acquiring corporation, or the surviving or acquiring corporation’s parent company). In the event of a Corporate Transaction that is not a Change in Control, then notwithstanding Section 11 of the Plan and paragraph (a) of this Section, to the extent that the surviving corporation or acquiring corporation (or its parent company) does not assume, continue or substitute for the Restricted Stock Units credited to the Account on substantially the same terms and conditions (which may include payment in shares of the common stock of the surviving corporation, acquiring corporation, or the surviving or acquiring corporation’s parent company), then that portion all of the such Restricted Stock Units that would have vested had (i) the Surviving Corporation or the Parent Corporation, if applicable, assumed the Restricted Stock Units and (ii) the Participant remained an Employee through February 26, 2012 (based in the achievement of only those Performance Goals actually achieved as of the date of the Corporate Transaction), shall become fully vested immediately prior to the Corporate Transaction if the Participant is then an Employee or, if applicable, a Director. For purposes of this Agreement, “Corporate Transaction” means (i) the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or (ii) the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the Shares outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. Notwithstanding the foregoing, a “Corporate Transaction” shall not include a transaction that is effected exclusively for the purpose of changing the domicile of the Company.

Effect of Corporate Transaction on Restricted Stock Units. In the event of a Corporate Transaction that is not a Change in Control, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume, continue or substitute for the Restricted Stock Units credited to the Account on substantially the same terms and conditions (which may include payment settlement in shares the same consideration paid to the stockholders of the common stock of Company pursuant to the surviving corporation, acquiring corporation, or the surviving or acquiring corporation’s parent companyCorporate Transaction). In the event of a Corporate Transaction that is not a Change in Control, then notwithstanding Section 11 of the Plan and paragraph (a) of this Section, to the extent that the surviving corporation or acquiring corporation (or its parent company) does not assume, continue or substitute for the Restricted Stock Units credited to the Account on substantially the same terms and conditions (which may include payment settlement in shares the same consideration paid to the stockholders of the common stock of the surviving corporation, acquiring corporation, or the surviving or acquiring corporation’s parent company), then that portion of the Restricted Stock Units that would have vested had (i) the Surviving Corporation or the Parent Corporation, if applicable, assumed the Restricted Stock Units and (ii) the Participant remained an Employee through February 26, 2012 (based in the achievement of only those Performance Goals actually achieved as of the date of Company pursuant to the Corporate Transaction), then all of such Restricted Stock Units shall become fully vested immediately prior to the Corporate Transaction if the Participant is then a Director, an Employee oror a Consultant. In the event of a Corporate Transaction that is also a 409A CiC, then all of such Restricted Stock Units shall become fully vested immediately prior to the Corporate Transaction if the Participant is then a Director, an Employee or a Consultant. In all cases, if applicablethe Corporate Transaction is also a 409A CiC, a Director. then the Shares will be issued immediately upon such 409A CiC. For purposes of this Agreement, “Corporate Transaction” means (i) the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or (ii) the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the Shares outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. Notwithstanding the foregoing, a “Corporate Transaction” shall not include a transaction that is effected exclusively for the purpose of changing the domicile of the Company.

Effect of Corporate Transaction on Restricted Stock Units. In the event of a Corporate Transaction that is not a Change in Control, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume, continue or substitute for the Restricted Stock Units credited to the Account on substantially the same terms and conditions (which may include payment settlement in shares the same consideration paid to the stockholders of the common stock of Company pursuant to the surviving corporation, acquiring corporation, or the surviving or acquiring corporation’s parent companyCorporate Transaction). In the event of a Corporate Transaction that is not a Change in Control, then notwithstanding Section 11 of the Plan and paragraph (a) of this Section, to the extent that the surviving corporation or acquiring corporation (or its parent company) does not assume, continue or substitute for the Restricted Stock Units credited to the Account on substantially the same terms and conditions (which may include payment settlement in shares the same consideration paid to the stockholders of the common stock of the surviving corporation, acquiring corporation, or the surviving or acquiring corporation’s parent company), then that portion of the Restricted Stock Units that would have vested had (i) the Surviving Corporation or the Parent Corporation, if applicable, assumed the Restricted Stock Units and (ii) the Participant remained an Employee through February 26, 2012 (based in the achievement of only those Performance Goals actually achieved as of the date of Company pursuant to the Corporate Transaction), then all of such Restricted Stock Units shall become fully vested immediately prior to the Corporate Transaction if the Participant is then a Director, an Employee oror a Consultant. In the event of a Corporate Transaction that is also a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as described in Code Section 409A(a)(2)(A)(iv) (a “409A CiC”), then all of such Restricted Stock Units shall become fully vested immediately prior to the Corporate Transaction if applicable, the Participant is then a Director, an Employee or a Consultant. For purposes of this Agreement, “Corporate Transaction” means (i) the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or (ii) the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation but the Shares outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. Notwithstanding the foregoing, a “Corporate Transaction” shall not include a transaction that is effected exclusively for the purpose of changing the domicile of the Company.