Common use of Impact of a Change in Control Clause in Contracts

Impact of a Change in Control. Unless provided otherwise by the Committee prior to the date of the Change in Control, in the event of a Change in Control of the Company: (1) If a Successor so agrees, some or all outstanding RSUs shall be assumed, or replaced with the same type of award with similar terms and conditions, by a Successor in the Change in Control transaction. If applicable, the RSUs that are assumed by a Successor shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities that would have been issuable to a Participant upon the consummation of such Change in Control had the RSU been vested immediately prior to such Change in Control, and other appropriate adjustments in the terms and conditions of the Award shall be made. Upon the termination of a Participant’s employment with a Successor in connection with or within twenty-four (24) months following the Change in Control for any reason other than an involuntary termination by a Successor for Cause or a voluntary termination by the Participant without Good Reason, all of the Participant’s RSUs that are in effect as of the date of such termination shall be vested in full effective on the date of such termination. (2) To the extent a Successor in the Change in Control transaction does not assume the Awards or issue replacement awards as provided in Section 2(c)(ii)(1), then immediately prior to the date of the Change in Control all such RSUs that are then held by Participants shall be cancelled in exchange for the right to receive the Change in Control price per Share in cash or such other consideration as the Company or the shareholders of the Company receive in such Change in Control.