Common use of Equity Vesting Upon Change in Control Clause in Contracts

Equity Vesting Upon Change in Control. If the conditions of Section 4(d)(i) are satisfied, then as of the date of the Change in Control (or as soon thereafter as permitted by Section 4(d)(ii), all Options and SARs of Executive shall become fully and immediately exercisable, all Restricted Stock and RSUs shall become fully vested and nonforfeitable and forthwith be delivered to Executive if not previously delivered, and there shall be paid out in cash to Executive within thirty (30) days following the effective date of the Change in Control the value of the Performance Shares to which Executive would have been entitled if performance achieved 100% of the target performance goals established for such Performance Shares. (i) In order for Section 4(d) to apply, a Change in Control must occur and on or prior to such Change in Control either (A) WellPoint has not confirmed the continuation of the following awards without economic change or (B) the successor to WellPoint in such Change in Control has not assumed and continued the following awards without economic change: (1) any and all outstanding options (“Options”) to purchase shares of common stock of the Company (“Common Shares”) (or stock that has been converted into Common Shares); (2) any and all stock appreciation rights (“SARs”) based on appreciation in the value of Common Shares; (3) any and all restricted Common Shares (or deferred rights thereto), regardless whether such restrictions are scheduled to lapse based on service or on performance or both (“Restricted Stock”); (4) any and all Restricted Stock Units (“RSUs”), regardless whether such restrictions are scheduled to lapse based on service or on performance or both; and (5) any outstanding awards providing for the payment of a variable number of Common Shares dependent on the achievement of performance goals, or of an amount based on the fair market value of such shares or the appreciation thereof (“Performance Shares”), in each case awarded to Executive under any Designated Plan, including any contract or arrangement for Options, SARs, Restricted Stock, RSUs or Performance Shares. (ii) Notwithstanding the foregoing provisions of this Section 4, if the Change in Control is not a Qualified Change in Control and such awards are deferred compensation subject to additional taxes or penalties under Section 409A of the Code if payment (but not vesting, which will be governed by the first paragraph of this Section 4(d)) would commence immediately upon such Change in Control, payment of such awards shall not occur prior to the earliest to occur of: (A) Executive’s Separation from Service; (B) Executive’s Disability; (C) Executive’s death; (D) the occurrence of an “unforeseeable emergency”, as that term is defined in the Code’s Regulations or other guidance issued pursuant to Section 409A of the Code; and (E) the specific date on which the awards could otherwise be exercised or paid in accordance with the underlying award agreement. In the event payment is deferred under the preceding sentence, any installments that would have been paid prior to the deferred payment or commencement date but for Section 409A shall be paid in a single lump sum on such earliest payment or commencement date, together with interest at the prime rate (as published in The Wall Street Journal) in effect on the date of Separation from Service.

Equity Vesting Upon Change in Control. (a) If the conditions of Section 4(d)(i4.1(b) are satisfied, then as of the date of the Change in Control (or as soon thereafter as permitted by Section 4(d)(ii)Control, all Options and SARs of Executive a Participant shall become fully and immediately exercisable, all Restricted Stock and RSUs shall become fully vested and nonforfeitable and forthwith be delivered to Executive a Participant if not previously delivered, and there shall be paid out in cash to Executive the Participant within thirty (30) 30 days following the effective date of the Change in Control the value of the Performance Shares to which Executive the Participant would have been entitled if performance achieved 100% of the target performance goals established for such Performance Shares. (ib) In Both of the following conditions must be satisfied in order for Section 4(d4.1(a) to apply, a : (i) A Change in Control must occur and occur, and (ii) on or prior to such Change in Control either (A) WellPoint Elevance Health has not confirmed the continuation of the following awards without economic change change, or (B) the successor to WellPoint Elevance Health in such Change in Control has not not, on or prior to such Change in Control, assumed and continued the following awards without economic change: (1A) any and all outstanding options (“Options”) to purchase shares of common stock of the Company (“Common Shares”) Stock (or stock that has been converted into Common SharesStock);, (2B) any and all stock appreciation rights (“SARs”) based on appreciation in the value of Common Shares;Stock, (3C) any and all restricted Common Shares Stock (or deferred rights thereto, including restricted stock units), regardless of whether such restrictions are scheduled to lapse based on service or on performance or both (“Restricted Stock”); (4) any and all Restricted Stock Units (“RSUs”), regardless whether such restrictions are scheduled to lapse based on service or on performance or both; and (5D) any outstanding awards providing for the payment of a variable number of shares of Common Shares Stock dependent on the achievement of performance goals, or of an amount based on the fair market value of such shares or the appreciation thereof (“Performance Shares”), in each case case, awarded to Executive a Participant under any Designated Plan, including any contract or arrangement for Options, SARs, Restricted Stock, RSUs or Performance Shares. (ii) Notwithstanding the foregoing provisions of this Section 4, if the Change in Control is not a Qualified Change in Control and such awards are deferred compensation subject to additional taxes or penalties under Section 409A of the Code if payment (but not vesting, which will be governed by the first paragraph of this Section 4(d)) would commence immediately upon such Change in Control, payment of such awards shall not occur prior to the earliest to occur of: (A) Executive’s Separation from Service; (B) Executive’s Disability; (C) Executive’s death; (D) the occurrence of an “unforeseeable emergency”, as that term is defined in the Code’s Regulations or other guidance issued pursuant to Section 409A of the Code; and (E) the specific date on which the awards could otherwise be exercised or paid in accordance with the underlying award agreement. In the event payment is deferred under the preceding sentence, any installments that would have been paid prior to the deferred payment or commencement date but for Section 409A shall be paid in a single lump sum on such earliest payment or commencement date, together with interest at the prime rate (as published in The Wall Street Journal) in effect on the date of Separation from Service.

Equity Vesting Upon Change in Control. (a) If the conditions of Section 4(d)(i4.1(b) are satisfied, then as of the date of the Change in Control (or as soon thereafter as permitted by Section 4(d)(ii)Control, all Options and SARs of Executive a Participant shall become fully and immediately exercisable, all Restricted Stock and RSUs shall become fully vested and nonforfeitable and forthwith be delivered to Executive a Participant if not previously delivered, and there shall be paid out in cash to Executive the Participant within thirty (30) 30 days following the effective date of the Change in Control the value of the Performance Shares to which Executive the Participant would have been entitled if performance achieved 100% of the target performance goals established for such Performance Shares. (ib) In Both of the following conditions must be satisfied in order for Section 4(d4.1(a) to apply, a : (i) A Change in Control must occur and occur, and (ii) on or prior to such Change in Control either (A) WellPoint has not confirmed the continuation of the following awards without economic change change, or (B) the successor to WellPoint in such Change in Control has not on or prior to such Change in Control assumed and continued the following awards without economic change: (1) any and all outstanding options (“Options”) to purchase shares of common stock of the Company (“Common Shares”) Shares (or stock that has been converted into Common Shares);, (2) any and all stock appreciation rights (“SARs”) based on appreciation in the value of Common Shares;, (3) any and all restricted Common Shares (or deferred rights thereto), regardless whether such restrictions are scheduled to lapse based on service or on performance or both (“Restricted Stock”);, and (4) any and all Restricted Stock Units (“RSUs”), regardless whether such restrictions are scheduled to lapse based on service or on performance or both; and (5) any outstanding awards providing for the payment of a variable number of Common Shares dependent on the achievement of performance goals, or of an amount based on the fair market value of such shares or the appreciation thereof (“Performance Shares”), in each case awarded to Executive a Participant under any Designated Plan, including any contract or arrangement for Options, SARs, Restricted Stock, RSUs Stock or Performance Shares. (ii) Notwithstanding the foregoing provisions of this Section 4, if the Change in Control is not a Qualified Change in Control and such awards are deferred compensation subject to additional taxes or penalties under Section 409A of the Code if payment (but not vesting, which will be governed by the first paragraph of this Section 4(d)) would commence immediately upon such Change in Control, payment of such awards shall not occur prior to the earliest to occur of: (A) Executive’s Separation from Service; (B) Executive’s Disability; (C) Executive’s death; (D) the occurrence of an “unforeseeable emergency”, as that term is defined in the Code’s Regulations or other guidance issued pursuant to Section 409A of the Code; and (E) the specific date on which the awards could otherwise be exercised or paid in accordance with the underlying award agreement. In the event payment is deferred under the preceding sentence, any installments that would have been paid prior to the deferred payment or commencement date but for Section 409A shall be paid in a single lump sum on such earliest payment or commencement date, together with interest at the prime rate (as published in The Wall Street Journal) in effect on the date of Separation from Service.

Equity Vesting Upon Change in Control. (a) If the conditions of Section 4(d)(i4.1(b) are satisfied, then as of the date of the Change in Control (or as soon thereafter as permitted by Section 4(d)(ii)Control, all Options and SARs of Executive a Participant shall become fully and immediately exercisable, all Restricted Stock and RSUs shall become fully vested and nonforfeitable and forthwith be delivered to Executive a Participant if not previously delivered, and there shall be paid out in cash to Executive the Participant within thirty (30) 30 days following the effective date of the Change in Control the value of the Performance Shares to which Executive the Participant would have been entitled if performance achieved 100% of the target performance goals established for such Performance Shares. (ib) In Both of the following conditions must be satisfied in order for Section 4(d4.1(a) to apply, a : (i) A Change in Control must occur and occur, and (ii) on or prior to such Change in Control either (A) WellPoint Anthem has not confirmed the continuation of the following awards without economic change change, or (B) the successor to WellPoint Anthem in such Change in Control has not on or prior to such Change in Control assumed and continued the following awards without economic change: (1) any and all outstanding options (“"Options”") to purchase shares of common stock of the Company (“Common Shares”) Shares (or stock that has been converted into Common Shares);, (2) any and all stock appreciation rights (“"SARs”") based on appreciation in the value of Common Shares;, (3) any and all restricted Common Shares (or deferred rights thereto), regardless whether such restrictions are scheduled to lapse based on service or on performance or both (“"Restricted Stock”");, and (4) any and all Restricted Stock Units (“RSUs”), regardless whether such restrictions are scheduled to lapse based on service or on performance or both; and (5) any outstanding awards providing for the payment of a variable number of Common Shares dependent on the achievement of performance goals, or of an amount based on the fair market value of such shares or the appreciation thereof (“"Performance Shares”"), in each case awarded to Executive a Participant under any Designated Plan, including any contract or arrangement for Options, SARs, Restricted Stock, RSUs Stock or Performance Shares. (ii) Notwithstanding the foregoing provisions of this Section 4, if the Change in Control is not a Qualified Change in Control and such awards are deferred compensation subject to additional taxes or penalties under Section 409A of the Code if payment (but not vesting, which will be governed by the first paragraph of this Section 4(d)) would commence immediately upon such Change in Control, payment of such awards shall not occur prior to the earliest to occur of: (A) Executive’s Separation from Service; (B) Executive’s Disability; (C) Executive’s death; (D) the occurrence of an “unforeseeable emergency”, as that term is defined in the Code’s Regulations or other guidance issued pursuant to Section 409A of the Code; and (E) the specific date on which the awards could otherwise be exercised or paid in accordance with the underlying award agreement. In the event payment is deferred under the preceding sentence, any installments that would have been paid prior to the deferred payment or commencement date but for Section 409A shall be paid in a single lump sum on such earliest payment or commencement date, together with interest at the prime rate (as published in The Wall Street Journal) in effect on the date of Separation from Service.

Equity Vesting Upon Change in Control. (a) If the conditions of Section 4(d)(i4.1(b) are satisfied, then as of the date of the Change in Control (or as soon thereafter as permitted by Section 4(d)(ii4.1(c)), all Options and SARs of Executive a Participant shall become fully and immediately exercisable, all Restricted Stock and RSUs shall become fully vested and nonforfeitable and forthwith be delivered to Executive a Participant if not previously delivered, and there shall be paid out in cash to Executive the Participant within thirty (30) 30 days following the effective date of the Change in Control the value of the Performance Shares to which Executive the Participant would have been entitled if performance achieved 100% of the target performance goals established for such Performance Shares. (ib) In Both of the following conditions must be satisfied in order for Section 4(d4.1(a) to apply, : (i) upon a Change in Control must occur and on or prior WellPoint ceases to such Change in Control either exist; and (A) WellPoint has not confirmed the continuation of the following awards without economic change or (Bii) the successor to WellPoint in such Change in Control has not on or prior to such Change in Control assumed and continued the following awards without economic change: : (1A) any and all outstanding options (“Options”) to purchase shares of common stock of the Company (“Common Shares”) Shares (or stock that has been converted into Common Shares); , (2B) any and all stock appreciation rights (“SARs”) based on appreciation in the value of Common Shares; , (3C) any and all restricted Common Shares (or deferred rights thereto), regardless whether such restrictions are scheduled to lapse based on service or on performance or both (“Restricted Stock”); , and (4) any and all Restricted Stock Units (“RSUs”), regardless whether such restrictions are scheduled to lapse based on service or on performance or both; and (5C) any outstanding awards providing for the payment of a variable number of Common Shares dependent on the achievement of performance goals, or of an amount based on the fair market value of such shares or the appreciation thereof (“Performance Shares”), in each case awarded to Executive a Participant under any Designated Plan, including any contract or arrangement for Options, SARs, Restricted Stock, RSUs Stock or Performance Shares. (iic) Notwithstanding the foregoing provisions of this Section 44.1, if the Change in Control is not a Qualified Change in Control and such awards are deferred compensation subject to additional taxes or penalties under Section 409A of the Code if payment (but not vesting, which will be governed by the first paragraph of this Section 4(d)) would commence immediately upon such Change in Control, payment of such awards shall not occur prior to the earliest to occur of: (Aa) Executivethe Participant’s Separation from Service; (Bb) Executivethe Participant’s Disability“disability” (as defined in Proposed Treasury Regulation Section 1.409A); (Cc) Executivethe Participant’s death; (Dd) the occurrence of an “unforeseeable emergency”, ” (as that term is defined in the Code’s Regulations or other guidance issued pursuant to Proposed Treasury Regulation Section 409A of the Code1.409A); and (Ee) the specific date on which the awards could otherwise be exercised or paid in accordance with the underlying award agreement. In the event payment is deferred under the preceding sentence, any installments that would have been paid prior to the deferred payment or commencement date but for Section 409A shall be paid in a single lump sum on such earliest payment or commencement date, together with interest at the prime rate (as published in The Wall Street Journal) in effect on the date of Separation from Service.

Equity Vesting Upon Change in Control. (a) If the conditions of Section 4(d)(i4.1(b) are satisfied, then as of the date of the Change in Control (or as soon thereafter as permitted by Section 4(d)(ii)Control, all Options and SARs of Executive a Participant shall become fully and immediately exercisable, all Restricted Stock and RSUs shall become fully vested and nonforfeitable and forthwith be delivered to Executive a Participant if not previously delivered, and there shall be paid out in cash to Executive the Participant within thirty (30) 30 days following the effective date of the Change in Control the value of the Performance Shares to which Executive the Participant would have been entitled if performance achieved 100% of the target performance goals established for such Performance Shares. (ib) In Both of the following conditions must be satisfied in order for Section 4(d4.1(a) to apply, a : (i) A Change in Control must occur and occur, and (ii) on or prior to such Change in Control either (A) WellPoint Elevance Health has not confirmed the continuation of the following awards without economic change change, or (B) the successor to WellPoint Elevance Health in such Change in Control has not on or prior to such Change in Control assumed and continued the following awards without economic change: (1) any and all outstanding options (“Options”) to purchase shares of common stock of the Company (“Common Shares”) Stock (or stock that has been converted into Common SharesStock);, (2) any and all stock appreciation rights (“SARs”) based on appreciation in the value of Common Shares;Stock, (3) any and all restricted Common Shares Stock (or deferred rights thereto), regardless whether such restrictions are scheduled to lapse based on service or on performance or both (“Restricted Stock”);, and (4) any and all Restricted Stock Units (“RSUs”), regardless whether such restrictions are scheduled to lapse based on service or on performance or both; and (5) any outstanding awards providing for the payment of a variable number of Common Shares Stock dependent on the achievement of performance goals, or of an amount based on the fair market value of such shares or the appreciation thereof (“Performance Shares”), in each case awarded to Executive a Participant under any Designated Plan, including any contract or arrangement for Options, SARs, Restricted Stock, RSUs Stock or Performance Shares. (ii) Notwithstanding the foregoing provisions of this Section 4, if the Change in Control is not a Qualified Change in Control and such awards are deferred compensation subject to additional taxes or penalties under Section 409A of the Code if payment (but not vesting, which will be governed by the first paragraph of this Section 4(d)) would commence immediately upon such Change in Control, payment of such awards shall not occur prior to the earliest to occur of: (A) Executive’s Separation from Service; (B) Executive’s Disability; (C) Executive’s death; (D) the occurrence of an “unforeseeable emergency”, as that term is defined in the Code’s Regulations or other guidance issued pursuant to Section 409A of the Code; and (E) the specific date on which the awards could otherwise be exercised or paid in accordance with the underlying award agreement. In the event payment is deferred under the preceding sentence, any installments that would have been paid prior to the deferred payment or commencement date but for Section 409A shall be paid in a single lump sum on such earliest payment or commencement date, together with interest at the prime rate (as published in The Wall Street Journal) in effect on the date of Separation from Service.

Equity Vesting Upon Change in Control. (a) If the conditions of Section 4(d)(i4.1(b) are satisfied, then as of the date of the Change in Control (or as soon thereafter as permitted by Section 4(d)(ii4.1(c)), all Options and SARs of Executive a Participant shall become fully and immediately exercisable, all Restricted Stock and RSUs shall become fully vested and nonforfeitable and forthwith be delivered to Executive a Participant if not previously delivered, and there shall be paid out in cash to Executive the Participant within thirty (30) 30 days following the effective date of the Change in Control the value of the Performance Shares to which Executive the Participant would have been entitled if performance achieved 100% of the target performance goals established for such Performance Shares. (ib) In Both of the following conditions must be satisfied in order for Section 4(d4.1(a) to apply, a : (i) A Change in Control must occur and occur, and (ii) on or prior to such Change in Control either (A) WellPoint has not confirmed the continuation of the following awards without economic change change, or (B) the successor to WellPoint in such Change in Control has not on or prior to such Change in Control assumed and continued the following awards without economic change: (1) any and all outstanding options (“Options”) to purchase shares of common stock of the Company (“Common Shares”) Shares (or stock that has been converted into Common Shares);, (2) any and all stock appreciation rights (“SARs”) based on appreciation in the value of Common Shares;, (3) any and all restricted Common Shares (or deferred rights thereto), regardless whether such restrictions are scheduled to lapse based on service or on performance or both (“Restricted Stock”);, and (4) any and all Restricted Stock Units (“RSUs”), regardless whether such restrictions are scheduled to lapse based on service or on performance or both; and (5) any outstanding awards providing for the payment of a variable number of Common Shares dependent on the achievement of performance goals, or of an amount based on the fair market value of such shares or the appreciation thereof (“Performance Shares”), in each case awarded to Executive a Participant under any Designated Plan, including any contract or arrangement for Options, SARs, Restricted Stock, RSUs Stock or Performance Shares. (iic) Notwithstanding the foregoing provisions of this Section 44.1, if the Change in Control is not a Qualified Change in Control and such awards are deferred compensation subject to additional taxes or penalties under Section 409A of the Code if payment (but not vesting, which will be governed by the first paragraph of this Section 4(d)) would commence immediately upon such Change in Control, payment of such awards shall not occur prior to the earliest to occur of: (Aa) Executivethe Participant’s Separation from Service; (Bb) Executivethe Participant’s Disability“disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4)); (Cc) Executivethe Participant’s death; (Dd) the occurrence of an “unforeseeable emergency”, ” (as that term is defined in the Code’s Regulations or other guidance issued pursuant to Treasury Regulation Section 409A of the Code1.409A-3(i)(3)); and (Ee) the specific date on which the awards could otherwise be exercised or paid in accordance with the underlying award agreement. In the event payment is deferred under the preceding sentence, any installments that would have been paid prior to the deferred payment or commencement date but for Section 409A shall be paid in a single lump sum on such earliest payment or commencement date, together with interest at from the prime rate (as published in The Wall Street Journal) in effect on date that they would have been paid absent such delay through the date of Separation from Servicepayment at 120% of the AFR.