Common use of Miscellaneous Award Terms Clause in Contracts

Miscellaneous Award Terms. (i) With respect to Post-Separation Parent Awards and SpinCo Awards, (A) employment with or service to the Parent Group shall be treated as employment with or service to SpinCo with respect to SpinCo Awards held by a Parent Group Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent non-employee director who is a non-employee director of Parent immediately following the Effective Time, and (B) employment with or service to the SpinCo Group shall be treated as employment with or service to Parent with respect to Post-Separation Parent Awards held by SpinCo Group Employees who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective Time. In addition, none of the Separation, the Distribution or any employment transfer described in Section 3.01(a) shall constitute a termination of employment for any Employee for purposes of any Post-Separation Parent Award or any SpinCo Award. After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Omnibus Plan applicable to such award (x) with respect to Post-Separation Parent Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Omnibus Plan (a “Parent Change in Control”), and (y) with respect to SpinCo Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Omnibus Plan a (“SpinCo Change in Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent Change in Control shall be treated as a SpinCo Change in Control for purposes of SpinCo Awards held by Parent Group Employees, Former Parent Group Employees and Parent non-employee directors, and a SpinCo Change in Control shall be treated as a Parent Change in Control for purposes of Post-Separation Parent Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directors. (ii) Any determination in respect of a Post-Separation Parent Option Award and SpinCo Option Award, Post-Separation Parent RSU Award (Pre-2015) and SpinCo RSU Award (Pre-2015) or Post-Separation Parent Performance Share Award (Pre-2015) and SpinCo Performance Share Award, in each case, granted to the holder pursuant to the Parent Omnibus Plan or the SpinCo Omnibus Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo Award held by such holder.

Miscellaneous Award Terms. (i) With respect to Post-Separation Parent Adjusted Pentair Equity Awards and SpinCo Awardsheld by nVent Group Employees, (A) employment with or service to the Parent nVent Group shall be treated as employment with or service to SpinCo with Pentair. With respect to SpinCo Adjusted Pentair Equity Awards held by a Parent Transferred Directors, service on the nVent Board shall be treated as service on the Pentair Board. With respect to nVent Equity Awards held by Pentair Group Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent non-employee director who is a non-employee director of Parent immediately following the Effective TimeEmployees, and (B) employment with or service to the SpinCo Pentair Group shall be treated as employment with or service to Parent with nVent. With respect to Post-Separation Parent nVent Equity Awards held by SpinCo Group Employees who is employed by a member members of the SpinCo Group immediately following Pentair Board, service on the Effective Time or a Transferred Director who is a director of SpinCo immediately following Pentair Board shall be treated as service on the Effective TimenVent Board. In addition, none of the Separation, the Distribution Distribution, or any employment transfer described in Section 3.01(a) 3.01 shall constitute a termination of employment or service for any Employee or any member of the Pentair Board or the nVent Board for purposes of any Post-Separation Parent Adjusted Pentair Equity Award or any SpinCo nVent Equity Award. After the Effective Time, for any award adjusted under this Section 4.024.01, for purposes of applying any provisions of an employment agreement, award agreement or the terms of an equity plan that describes the treatment of such award in connection with a “change of control”, “change in control” or similar term: (A) with respect to nVent Equity Awards held by Pentair Group Employees, Former Pentair Group Employees and members of the Pentair Board, reference to a “change in control,” “change of control,” or similar definition shall be deemed to include a “change in an award agreementcontrol,” “change of control,” or similar definition as set forth in the applicable Pentair Equity Plan, employment agreement or Parent Omnibus Plan applicable to such award and (xB) with respect to Post-Separation Parent AwardsAdjusted Pentair Equity Awards held by nVent Group Employees and Transferred Directors, shall be deemed to refer reference to a “change in control,” “change of control,” or similar definition shall be deemed to include a change in control as set forth in the applicable award agreement, employment agreement or Parent Omnibus Plan (a “Parent Change in Control”), and (y) with respect to SpinCo Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Omnibus Plan a (“SpinCo Change in Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent Change in Control shall be treated as a SpinCo Change in Control for purposes of SpinCo Awards held by Parent Group Employees, Former Parent Group Employees and Parent non-employee directors, and a SpinCo Change in Control shall be treated as a Parent Change in Control for purposes of Post-Separation Parent Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred DirectorsnVent Equity Plan. (ii) Any determination in respect of a Post-Separation Parent Option Award and SpinCo Option Award, Post-Separation Parent RSU Award (Pre-2015) and SpinCo RSU Award (Pre-2015) or Post-Separation Parent Performance Share Award (Pre-2015) and SpinCo Performance Share Award, in each case, granted to the holder pursuant to the Parent Omnibus Plan or the SpinCo Omnibus Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo Award held by such holder.

Miscellaneous Award Terms. (i) With respect to Post-Separation Parent Rayonier Awards and SpinCo Awards, (Ai) employment with or service to the Parent Rayonier Group shall be treated as employment with or and service to SpinCo with respect to SpinCo Awards held by a Parent Rayonier Group Employee who is employed by a member of the Parent Group immediately following the Effective Time Employees or a Parent Rayonier non-employee director who is a non-employee director of Parent immediately following the Effective Timedirectors, and (Bii) employment with or service to the SpinCo Group shall be treated as employment with or service to Parent Rayonier with respect to Post-Separation Parent Rayonier Awards held by SpinCo Group Employees who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective TimeDirectors. In addition, none of the Separation, the Distribution or any employment transfer described in Section 3.01(a) shall constitute a termination of employment for any Employee for purposes of any Post-Separation Parent Rayonier Award or any SpinCo Award. After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Omnibus Rayonier Equity Plan applicable to such award (xA) with respect to Post-Separation Parent Rayonier Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Omnibus Rayonier Equity Plan (a “Parent Rayonier Change in of Control”), and (yB) with respect to SpinCo Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Omnibus Equity Plan (a (“SpinCo Change in of Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent Rayonier Change in of Control shall be treated as a SpinCo Change in of Control for purposes of SpinCo Awards held by Parent Rayonier Group Employees, Former Parent Rayonier Group Employees and Parent Rayonier non-employee directors, and a SpinCo Change in of Control shall be treated as a Parent Rayonier Change in of Control for purposes of Post-Separation Parent Rayonier Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directors. (ii) Any determination in respect of a Post-Separation Parent Option Award and SpinCo Option Award, Post-Separation Parent RSU Award (Pre-2015) and SpinCo RSU Award (Pre-2015) or Post-Separation Parent Performance Share Award (Pre-2015) and SpinCo Performance Share Award, in each case, granted to the holder pursuant to the Parent Omnibus Plan or the SpinCo Omnibus Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo Award held by such holder.

Miscellaneous Award Terms. (i) With respect to Post-Separation Parent Awards After the Distribution Date, Adjusted YUM Awards, regardless of by whom held, will be settled by YUM, and SpinCo Awards, regardless of by whom held, will be settled by SpinCo. Except as otherwise provided in this Agreement, with respect to grants described in this Section 6.01, (Ai) no SpinCo Employee will be treated as having incurred a termination of employment with respect to any YUM Award solely by reason of the transfer of employment, (ii) employment with or service to the Parent YUM Group shall will be treated as employment with or service to SpinCo with respect to SpinCo Awards held by a Parent Group Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent non-employee director who is a non-employee director of Parent immediately following the Effective TimeRetained Employees, and (Biii) employment with or service to the SpinCo Group shall will be treated as employment with or service to Parent YUM with respect to Post-Separation Parent Adjusted YUM Awards held by SpinCo Group Employees who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective TimeEmployees. In addition, none of the Separation, the Distribution Distribution, or any employment transfer described in Section 3.01(a) shall 2.04 will constitute a termination of employment for any Employee for purposes of any Post-Separation Parent Adjusted YUM Award or any SpinCo Award. After Following the Effective TimeDistribution Date, for any award adjusted under this Section 4.026.01, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement Employment Agreement or Parent Omnibus YUM Equity Plan applicable to such award (xA) with respect to Post-Separation Parent Adjusted YUM Awards, shall will be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement Employment Agreement or Parent Omnibus YUM Equity Plan (a “Parent YUM Change in of Control”), and (yB) with respect to SpinCo Awards, shall will be deemed to refer to a “Change in Control” as defined in the SpinCo Omnibus Equity Plan (a (“SpinCo Change in of Control”). Without limiting the foregoing, with respect to provisions related to vesting of awardsawards (including lapse of performance conditions, if applicable), a Parent YUM Change in of Control shall will be treated as a SpinCo Change in of Control for purposes of SpinCo Awards held by Parent Group Employees, Former Parent Group Retained Employees and Parent non-employee directorsYUM Former Employees, and a SpinCo Change in of Control shall will be treated as a Parent YUM Change in of Control for purposes of Post-Separation Parent Adjusted YUM Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred DirectorsSpinCo Former Employees. (ii) Any determination in respect of a Post-Separation Parent Option Award and SpinCo Option Award, Post-Separation Parent RSU Award (Pre-2015) and SpinCo RSU Award (Pre-2015) or Post-Separation Parent Performance Share Award (Pre-2015) and SpinCo Performance Share Award, in each case, granted to the holder pursuant to the Parent Omnibus Plan or the SpinCo Omnibus Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo Award held by such holder.

Miscellaneous Award Terms. After the Distribution Date, Adjusted Greatbatch Awards, regardless of by whom held, shall be settled by Greatbatch, and Nuvectra Awards, regardless of by whom held, shall be settled by Nuvectra; provided, however, that Greatbatch shall be, if applicable, responsible for any dividend equivalent payments with respect to Adjusted Greatbatch RSAs and Adjusted Greatbatch RSUs and Nuvectra RSAs and Nuvectra RSUs held by Greatbatch Employees or Former Greatbatch Employees, and Nuvectra shall be, if applicable, responsible for any dividend equivalent payments with respect to Adjusted Greatbatch RSAs and Adjusted Greatbatch RSUs and Nuvectra RSAs and Nuvectra RSUs held by Nuvectra Employees or Former Nuvectra Employees. Except as otherwise provided in this Agreement (such as in Section 3.2(d) or Section 4.3), with respect to awards adjusted pursuant to this Section 3.2, (i) With respect to Post-Separation Parent Awards and SpinCo Awards, (A) employment with or service to the Parent Greatbatch Group shall be treated as employment with or service to SpinCo the Nuvectra Group with respect to SpinCo Nuvectra Awards held by a Parent Group Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent non-employee director who is a non-employee director of Parent immediately following the Effective TimeGreatbatch Employees, and (Bii) employment with or service to the SpinCo Nuvectra Group shall be treated as employment with or service to Parent the Greatbatch Group with respect to Post-Separation Parent Adjusted Greatbatch Awards held by SpinCo Group Employees who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective TimeNuvectra Employees. In addition, none of the Separation, the Distribution Distribution, or any employment transfer described in Section 3.01(a) 2.1 shall constitute a termination of employment for any Employee for purposes of any Post-Separation Parent Greatbatch Award or any SpinCo Adjusted Greatbatch Award. After Following the Effective Time, for any award adjusted under this Section 4.02Distribution Date, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Omnibus Greatbatch Legacy Equity Plan applicable to such award (xA) with respect to Post-Separation Parent Adjusted Greatbatch Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Omnibus Greatbatch Legacy Equity Plan applicable to such award (a “Parent Greatbatch Change in of Control”), and (yB) with respect to SpinCo Nuvectra Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Omnibus Nuvectra Equity Plan (a (“SpinCo Nuvectra Change in of Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent Greatbatch Change in of Control shall be treated as a SpinCo Nuvectra Change in of Control for purposes of SpinCo Nuvectra Awards held by Parent Group Greatbatch Employees, Former Parent Group Employees and Parent non-employee directors, and a SpinCo Nuvectra Change in of Control shall be treated as a Parent an Greatbatch Change in of Control for purposes of Post-Separation Parent Adjusted Greatbatch Awards held by SpinCo Group Nuvectra Employees, Former SpinCo Group Employees and Transferred Directors. (ii) Any determination in respect of a Post-Separation Parent Option Award and SpinCo Option Award, Post-Separation Parent RSU Award (Pre-2015) and SpinCo RSU Award (Pre-2015) or Post-Separation Parent Performance Share Award (Pre-2015) and SpinCo Performance Share Award, in each case, granted to the holder pursuant to the Parent Omnibus Plan or the SpinCo Omnibus Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo Award held by such holder.

Miscellaneous Award Terms. (i) With respect to Post-Separation Parent Awards and SpinCo Awards, (A) employment with or service to the Parent Group shall be treated as employment with or service to SpinCo with respect to SpinCo Awards held by a Parent Group Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent nonNon-employee director Employee Director who is a non-employee director member of the Parent Board immediately following the Effective Time, and (B) employment with or service to the SpinCo Group shall be treated as employment with or service to Parent with respect to Post-Separation Parent Awards held by a SpinCo Group Employees Employee who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective Time. In addition, none of the Separation, the External Distribution or any employment transfer described in Section 3.01(a) 3.01 shall constitute a termination of employment for any Employee for purposes of any Post-Separation Parent Award or any SpinCo Award, as applicable. After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Omnibus Long-Term Incentive Plan applicable to such award award, (x) with respect to Post-Separation Parent Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Omnibus Long-Term Incentive Plan (a “Parent Change in Control”), and (y) with respect to SpinCo Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Omnibus Long-Term Incentive Plan or applicable award agreement (a (“SpinCo Change in Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent Change in Control shall be treated as a SpinCo Change in Control for purposes of SpinCo Awards held by Parent Group Employees, Former Parent Group Employees and Parent nonNon-employee directorsEmployee Directors (other than Transferred Directors), and a SpinCo Change in Control shall be treated as a Parent Change in Control for purposes of Post-Separation Parent Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directors. (ii) Any determination in respect of the satisfaction of performance goals applicable to a Post-Separation Parent Option Award and or SpinCo Option Award, Post-Separation Parent RSU Award (Pre-2015) and SpinCo RSU Award (Pre-2015) or Post-Separation Parent Performance Share Award (Pre-2015) and SpinCo Performance Share Award, in each case, granted to the holder pursuant to the Parent Omnibus Long-Term Incentive Plan or the SpinCo Omnibus Long-Term Incentive Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, provided that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo Award held by such holder.

Miscellaneous Award Terms. After the Distribution Date, Adjusted Baxter Awards, regardless of by whom held, shall be settled by Baxter, and Baxalta Awards, regardless of by whom held, shall be settled by Baxalta. Except as otherwise provided in this Agreement, with respect to grants described in this Section 6.01, (i) With no Transferred Employee shall be treated as having incurred a termination of employment with respect to Post-Separation Parent Awards and SpinCo Awardsany Baxter Award solely by reason of the transfer of employment, (Aii) employment with or service to the Parent Baxter Group shall be treated as employment with or service to SpinCo Baxalta with respect to SpinCo Baxalta Awards held by a Parent Group Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent non-employee director who is a non-employee director of Parent immediately following the Effective TimeBaxter Retained Employees, and (Biii) employment with or service to the SpinCo Baxalta Group shall be treated as employment with or service to Parent Baxter with respect to Post-Separation Parent Adjusted Baxter Awards held by SpinCo Group Employees who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective TimeBaxalta Employees. In addition, none of neither the Separation, Separation nor the Distribution or (including, for the avoidance of doubt, any employment transfer described in Section 3.01(aLocal Closing Transaction) shall constitute a termination of employment for any Employee for purposes of any Post-Separation Parent Adjusted Baxter Award or any SpinCo Baxalta Award. After Following the Effective TimeDistribution Date, for any award adjusted under or otherwise received in accordance with this Section 4.026.01, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Omnibus Plan Baxter Stock Program applicable to such award (xA) with respect to Post-Separation Parent Adjusted Baxter Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Omnibus Plan Baxter Stock Program (a “Parent Baxter Change in of Control”), and (yB) with respect to SpinCo Baxalta Awards, shall be deemed to refer to a “Change change in Controlcontrol,” “change of control” or similar definition as defined in the SpinCo Omnibus Baxalta Equity Plan (a (“SpinCo Baxalta Change in of Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent Baxter Change in of Control shall be treated as a SpinCo Baxalta Change in of Control for purposes of SpinCo Baxalta Awards held by Parent Group Baxter Retained Employees or Baxter Former Employees, Former Parent Group Employees and Parent non-employee directors, and a SpinCo Baxalta Change in of Control shall be treated as a Parent Baxter Change in of Control for purposes of Post-Separation Parent Adjusted Baxter Awards held by SpinCo Group Baxalta Employees or Baxalta Former Employees, Former SpinCo Group Employees and Transferred Directors. (ii) Any determination in respect of a Post-Separation Parent Option Award and SpinCo Option Award, Post-Separation Parent RSU Award (Pre-2015) and SpinCo RSU Award (Pre-2015) or Post-Separation Parent Performance Share Award (Pre-2015) and SpinCo Performance Share Award. The Distribution shall not, in each caseand of itself, granted to the holder pursuant to the Parent Omnibus Plan be treated as either a Baxter Change of Control or the SpinCo Omnibus Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee a Baxalta Change of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo Award held by such holder.Control

Miscellaneous Award Terms. (i) With respect After the Distribution Effective Time, Parent Options and Parent RSU Awards adjusted pursuant to Postthis Section 4.3, regardless of by whom held, shall be settled by Parent pursuant to the terms of the applicable Parent Long-Separation Parent Awards Term Incentive Plan, and SpinCo Xxxx Options and Xxxx RSU Awards, (A) employment with or service regardless of by whom held, shall be settled by Xxxx pursuant to the Parent Group terms of the Xxxx Xxxx-Term Incentive Plan. Accordingly, it is intended that, to the extent of the issuance of such Xxxx Options and Xxxx RSU Awards in connection with the adjustment provisions of this Section 4.3, the Xxxx Xxxx-Term Incentive Plan shall be treated as employment with or service considered a successor to SpinCo with respect to SpinCo Awards held by a Parent Group Employee who is employed by a member each of the Parent Group immediately following Long-Term Incentive Plans and to have assumed the obligations of the applicable Parent Long-Term Incentive Plan to make the adjustment of the Parent Options and Parent RSU Awards as set forth in this Section 4.3. For the avoidance of doubt, solely for purposes of the Parent Long-Term Incentive Plans, Xxxx shall be considered a successor to Parent. (ii) Neither the A/L Split Date nor the IPO Effective Time or a Parent non-employee director who is a non-employee director of Parent immediately following nor the Effective Time, and (B) employment with or service to the SpinCo Group shall be treated as employment with or service to Parent with respect to Post-Separation Parent Awards held by SpinCo Group Employees who is employed by a member of the SpinCo Group immediately following the Distribution Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective Time. In addition, none of the Separation, the Distribution or any employment transfer described in Section 3.01(a) shall constitute a termination of employment for any Employee Xxxx Employees for purposes of any Post-Separation Parent Option or Parent RSU Award or any SpinCo Award. After and, except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 4.3, employment with Xxxx shall be treated as employment with Parent with respect to Parent Options and Parent RSU Awards held by Xxxx Employees and employment with Parent shall be treated as employment with Xxxx with respect to Xxxx Options and Xxxx RSU Awards held by Parent Employees. (iii) On and following the Distribution Effective Time, for with respect to any award Xxxx Options and Xxxx RSU Awards adjusted under pursuant to this Section 4.024.3 that are held by Parent Employees, any reference vesting terms relating to a “change in control,” ”, “change of control” or similar definition in an award agreement, employment agreement or Parent Omnibus Plan plan applicable to such award (x) with respect any Parent Option or Parent RSU Award adjusted pursuant to Post-Separation Parent Awards, this Section 4.3 shall be deemed to refer apply to the corresponding Xxxx Options and Xxxx RSU Awards held by such individual. On and following the Distribution Effective Time, with respect to any Parent Options and Parent RSU Awards adjusted pursuant to this Section 4.3 that are held by Xxxx Employees, any vesting terms relating to a “change in control,” ”, “change of control” or similar definition as set forth in the applicable award agreement, employment an agreement or Parent Omnibus Plan (a “Parent Change in Control”), and (y) with respect plan applicable to SpinCo Awards, the Xxxx Options or Xxxx RSU Awards shall be deemed to refer apply to a “Change in Control” as defined in the SpinCo Omnibus Plan a (“SpinCo Change in Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a any Parent Change in Control shall be treated as a SpinCo Change in Control for purposes of SpinCo Options and Parent RSU Awards held by Parent Group Employees, Former Parent Group Employees and Parent non-employee directors, and a SpinCo Change in Control shall be treated as a Parent Change in Control for purposes of Post-Separation Parent Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directorssuch individual. (ii) Any determination in respect of a Post-Separation Parent Option Award and SpinCo Option Award, Post-Separation Parent RSU Award (Pre-2015) and SpinCo RSU Award (Pre-2015) or Post-Separation Parent Performance Share Award (Pre-2015) and SpinCo Performance Share Award, in each case, granted to the holder pursuant to the Parent Omnibus Plan or the SpinCo Omnibus Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo Award held by such holder.

Miscellaneous Award Terms. (i) With respect to Post-Separation Parent Awards and SpinCo Awards, (A) employment with or service to the Parent Group shall be treated as employment with or service to SpinCo with respect to SpinCo Awards held by a Parent Group Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent non-employee director who is a non-employee director of Parent immediately following the Effective Time, and (B) employment with or service to the SpinCo Group shall be treated as employment with or service to Parent with respect to Post-Separation Parent Awards held by SpinCo Group Employees who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective Time. In addition, none of the Separation, the Distribution or any employment transfer described in Section 3.01(a) shall constitute a termination of employment for any Employee for purposes of any Post-Separation Parent Award or any SpinCo Award. After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Omnibus Plan applicable to such award (x) with respect to Post-Separation Parent Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Omnibus Plan (a “Parent Change in Control”), and (y) with respect to SpinCo Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Omnibus Plan (a (“SpinCo Change in Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent Change in Control shall be treated as a SpinCo Change in Control for purposes of SpinCo Awards held by Parent Group Employees, Former Parent Group Employees (to the extent applicable) and Parent non-employee nonemployee directors, and a SpinCo Change in Control shall be treated as a Parent Change in Control for purposes of Post-Separation Parent Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directors. (ii) Any determination in respect of a Post-Separation Parent Option Award and SpinCo Option Award, Post-Separation Parent RSU Award (Pre-2015) and SpinCo RSU Award (Pre-2015) or Post-Separation which in either case was adjusted from a Parent Performance Share Award (Pre-2015) and SpinCo Performance Share RSU Award, in each case, granted to the holder pursuant to the Parent Omnibus Plan or the SpinCo Omnibus Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, provided that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo RSU Award held by such holder.

Miscellaneous Award Terms. (i) With respect to Post-Separation Parent Awards and SpinCo Awards, (A) employment with or service to the Parent Group shall be treated as employment with or service to SpinCo with respect to SpinCo Awards held by a Parent Group Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent non-employee director who is a non-employee director of Parent immediately following the Effective Time, and (B) employment with or service to the SpinCo Group shall be treated as employment with or service to Parent with respect to Post-Separation Parent Awards held by SpinCo Group Employees who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective Time. In addition, none of the Separation, the Distribution or any employment transfer described in Section 3.01(a) shall constitute a termination of employment for any Employee for purposes of any Post-Separation Parent Award or any SpinCo Award. After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Omnibus Plan applicable to such award (x) with respect to Post-Separation Parent Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Omnibus Plan (a “Parent Change in Control”), and (y) with respect to SpinCo Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Omnibus Plan (a (“SpinCo Change in Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent Change in Control shall be treated as a SpinCo Change in Control for purposes of SpinCo Awards held by Parent Group Employees, Former Parent Group Employees (to the extent applicable) and Parent non-employee nonemployee directors, and a SpinCo Change in Control shall be treated as a Parent Change in Control for purposes of Post-Separation Parent Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directors. (ii) Any determination in respect of a Post-Separation Parent Option RSU Award and SpinCo Option Award, Post-Separation RSU Award which in either case was adjusted from a Parent RSU Award (Pre-2015) and SpinCo RSU Award (Pre-2015) or Post-Separation Parent Performance Share Award (Pre-2015) and SpinCo Performance Share AwardLegacy), in each case, granted to the holder pursuant to the Parent Omnibus Plan or the SpinCo Omnibus Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, provided that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo RSU Award held by such holder.

Miscellaneous Award Terms. (i) With respect to Post-Separation Parent Awards and SpinCo Awards, (A) employment with or service to the Parent Group shall be treated as employment with or service to SpinCo with respect to SpinCo Awards held by a Parent Group Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent nonNon-employee director Employee Director who is a non-employee director member of the Parent Board immediately following the Effective Time, and (B) employment with or service to the SpinCo Group shall be treated as employment with or service to Parent with respect to Post-Separation Parent Awards held by a SpinCo Group Employees Employee who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective Time. In addition, none of the Separation, the Distribution or any employment transfer described in Section 3.01(a) 3.01 shall constitute a termination of employment for any Employee for purposes of any Post-Separation Parent Award or any SpinCo Award, as applicable. After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Omnibus Long-Term Incentive Plan applicable to such award award, (x) with respect to Post-Separation Parent Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Omnibus Long-Term Incentive Plan (a “Parent Change in Control”), and (y) with respect to SpinCo Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Omnibus Long-Term Incentive Plan or applicable award agreement (a (“SpinCo Change in Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent Change in Control shall be treated as a SpinCo Change in Control for purposes of SpinCo Awards held by Parent Group Employees, Former Parent Group Employees and Parent nonNon-employee directorsEmployee Directors (other than Transferred Directors), and a SpinCo Change in Control shall be treated as a Parent Change in Control for purposes of Post-Separation Parent Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directors. (ii) Any determination in respect of the satisfaction of performance goals applicable to a Post-Separation Parent Option Award and or SpinCo Option Award, Post-Separation Parent RSU Award (Pre-2015) and SpinCo RSU Award (Pre-2015) or Post-Separation Parent Performance Share Award (Pre-2015) and SpinCo Performance Share Award, in each case, granted to the holder pursuant to the Parent Omnibus Long-Term Incentive Plan or the SpinCo Omnibus Long-Term Incentive Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, provided that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo Award held by such holder.

Miscellaneous Award Terms. (i) With respect to Post-Separation Parent Awards and SpinCo Awards, (A) employment with or service to the Parent Group shall be treated as employment with or service to SpinCo with respect to SpinCo Awards held by a Parent Group Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent nonNon-employee director Employee Director who is a non-employee director of the Parent Board immediately following the Effective Time, and (B) employment with or service to the SpinCo Group shall be treated as employment with or service to Parent with respect to Post-Separation Parent Awards held by a SpinCo Group Employees Employee who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective Time. In addition, none of the Separation, the Distribution or any employment transfer described in Section 3.01(a) shall constitute a termination of employment for any Employee for purposes of any Post-Separation Parent Award or any SpinCo Award. After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Omnibus Plan applicable to such award award, (x) with respect to Post-Separation Parent Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Omnibus Plan (a “Parent Change in Control”), and (y) with respect to SpinCo Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Omnibus Plan a (“SpinCo Change in Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent Change in Control shall be treated as a SpinCo Change in Control for purposes of SpinCo Awards held by Parent Group Employees, Former Parent Group Employees and Parent nonNon-employee directorsEmployee Directors (other than Transferred Directors), and a SpinCo Change in Control shall be treated as a Parent Change in Control for purposes of Post-Separation Parent Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directors. (ii) Any determination in respect of a Post-Separation Parent Option Award and SpinCo Option Award, Post-Separation Parent RSU Award (Pre-2015Pre-2016) and SpinCo RSU Award (Pre-2015Pre-2016) or Post-Separation Parent Performance Share Award (Pre-2015Pre-2017) and SpinCo Performance Share AwardAward (Pre-2017), in each case, granted to the holder pursuant to the Parent Omnibus Plan or the SpinCo Omnibus Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, provided that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo Award held by such holder.

Miscellaneous Award Terms. (i) With respect to Post-Separation Parent Awards and SpinCo Awards, (A) employment with or service to the Parent Group shall be treated as employment with or service to SpinCo with respect to SpinCo Awards held by a Parent Group Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent nonNon-employee director Employee Director who is a non-employee director of the Parent Board immediately following the Effective Time, and (B) employment with or service to the SpinCo Group shall be treated as employment with or service to Parent with respect to Post-Separation Parent Awards held by a SpinCo Group Employees Employee who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective Time. In addition, none of the Separation, the Distribution or any employment transfer described in Section 3.01(a) shall constitute a termination of employment for any Employee for purposes of any Post-Separation Parent Award or any SpinCo Award. After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Omnibus Plan applicable to such award award, (x) with respect to Post-Separation Parent Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Omnibus Plan (a “Parent Change in Control”), and (y) with respect to SpinCo Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Omnibus Plan a (“SpinCo Change in Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent Change in Control shall be treated as a SpinCo Change in Control for purposes of SpinCo Awards held by Parent Group Employees, Former Parent Group Employees and Parent nonNon-employee directorsEmployee Directors (other than Transferred Directors), and a SpinCo Change in Control shall be treated as a Parent Change in Control for purposes of Post-Separation Parent Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directors. (ii) Any determination in respect of a Post-Separation Parent Option Award and SpinCo Option Award, Post-Separation Parent RSU Award (Pre-2015) and SpinCo RSU Award (Pre-2015) or Post-Separation Parent Performance Share Award (Pre-2015) and SpinCo Performance Share Award, in each case, granted to the holder pursuant to the Parent Omnibus Plan or the SpinCo Omnibus Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo Award held by such holder.

Miscellaneous Award Terms. After the Distribution Date, Adjusted Abbott Awards, regardless of by whom held, shall be settled by Xxxxxx, and AbbVie Awards, regardless of by whom held, shall be settled by AbbVie; provided, however, that Abbott shall be responsible for any dividend equivalent payments with respect to Adjusted Abbott RSU Awards and AbbVie RSU Awards held by Abbott Retained Employees or Abbott Former Employees, and AbbVie shall be responsible for any dividend equivalent payments with respect to Adjusted Abbott RSU Awards and AbbVie RSU Awards held by AbbVie Employees or AbbVie Former Employees. Except as otherwise provided in this Agreement, with respect to grants adjusted pursuant to this Section 6.01, (i) With respect to Post-Separation Parent Awards and SpinCo Awards, (A) employment with or service to the Parent Abbott Group shall be treated as employment with or service to SpinCo AbbVie with respect to SpinCo AbbVie Awards held by a Parent Group Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent non-employee director who is a non-employee director of Parent immediately following the Effective TimeAbbott Retained Employees, and (Bii) employment with or service to the SpinCo AbbVie Group shall be treated as employment with or service to Parent Abbott with respect to Post-Separation Parent Adjusted Abbott Awards held by SpinCo Group Employees who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective TimeAbbVie Employees. In addition, none of the Separation, the Distribution Distribution, or any employment transfer described in Section 3.01(a2.04(b) shall constitute a termination of employment for any Employee for purposes of any Post-Separation Parent Adjusted Abbott Award or any SpinCo AbbVie Award. After Following the Effective TimeDistribution Date, for any award adjusted under this Section 4.026.01, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Omnibus Plan Abbott Stock Program applicable to such award (xA) with respect to Post-Separation Parent Adjusted Abbott Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Omnibus Plan Abbott Stock Program (a an “Parent Abbott Change in of Control”), and (yB) with respect to SpinCo AbbVie Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Omnibus Plan a AbbVie ISP (an “SpinCo AbbVie Change in of Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent an Abbott Change in of Control shall be treated as a SpinCo an AbbVie Change in of Control for purposes of SpinCo AbbVie Awards held by Parent Group Abbott Retained Employees, Former Parent Group Employees and Parent non-employee directors, and a SpinCo an AbbVie Change in of Control shall be treated as a Parent an Abbott Change in of Control for purposes of Post-Separation Parent Adjusted Abbott Awards held by SpinCo Group AbbVie Employees, Former SpinCo Group Employees and Transferred Directors. (ii) Any determination in respect of a Post-Separation Parent Option Award and SpinCo Option Award, Post-Separation Parent RSU Award (Pre-2015) and SpinCo RSU Award (Pre-2015) or Post-Separation Parent Performance Share Award (Pre-2015) and SpinCo Performance Share Award, in each case, granted to the holder pursuant to the Parent Omnibus Plan or the SpinCo Omnibus Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo Award held by such holder.

Miscellaneous Award Terms. After the Distribution Date, Adjusted Abbott Awards, regardless of by whom held, shall be settled by Xxxxxx, and AbbVie Awards, regardless of by whom held, shall be settled by AbbVie; provided, however, that Abbott shall be responsible for any dividend equivalent payments with respect to Adjusted Abbott RSU Awards and AbbVie RSU Awards held by Abbott Retained Employees or Abbott Former Employees, and AbbVie shall be responsible for any dividend equivalent payments with respect to Adjusted Abbott RSU Awards and AbbVie RSU Awards held by AbbVie Employees or AbbVie Former Employees. Except as otherwise provided in this Agreement (such as in Section 2.02 or Section 6.01(e)), with respect to grants adjusted pursuant to this Section 6.01, (i) With respect to Post-Separation Parent Awards and SpinCo Awards, (A) employment with or service to the Parent Abbott Group shall be treated as employment with or service to SpinCo AbbVie with respect to SpinCo AbbVie Awards held by a Parent Group Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent non-employee director who is a non-employee director of Parent immediately following the Effective TimeAbbott Retained Employees, and (Bii) employment with or service to the SpinCo AbbVie Group shall be treated as employment with or service to Parent Abbott with respect to Post-Separation Parent Adjusted Abbott Awards held by SpinCo Group Employees who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective TimeAbbVie Employees. In addition, none of the Separation, the Distribution Distribution, or any employment transfer described in Section 3.01(a2.04(b) shall constitute a termination of employment for any Employee for purposes of any Post-Separation Parent Adjusted Abbott Award or any SpinCo AbbVie Award. After Following the Effective TimeDistribution Date, for any award adjusted under this Section 4.026.01, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Omnibus Plan Abbott Stock Program applicable to such award (xA) with respect to Post-Separation Parent Adjusted Abbott Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Omnibus Plan Abbott Stock Program (a an “Parent Abbott Change in of Control”), and (yB) with respect to SpinCo AbbVie Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Omnibus Plan a AbbVie ISP (an “SpinCo AbbVie Change in of Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent an Abbott Change in of Control shall be treated as a SpinCo an AbbVie Change in of Control for purposes of SpinCo AbbVie Awards held by Parent Group Abbott Retained Employees, Former Parent Group Employees and Parent non-employee directors, and a SpinCo an AbbVie Change in of Control shall be treated as a Parent an Abbott Change in of Control for purposes of Post-Separation Parent Adjusted Abbott Awards held by SpinCo Group AbbVie Employees, Former SpinCo Group Employees and Transferred Directors. (ii) Any determination in respect of a Post-Separation Parent Option Award and SpinCo Option Award, Post-Separation Parent RSU Award (Pre-2015) and SpinCo RSU Award (Pre-2015) or Post-Separation Parent Performance Share Award (Pre-2015) and SpinCo Performance Share Award, in each case, granted to the holder pursuant to the Parent Omnibus Plan or the SpinCo Omnibus Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo Award held by such holder.

Miscellaneous Award Terms. (i) With respect to Post-Separation Parent CIT Awards and SpinCo C2 Awards, (A) employment with or service to the Parent CIT Group shall be treated as employment with or service to SpinCo C2 with respect to SpinCo C2 Awards held by a Parent Group Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent CIT non-employee director who is a non-employee director of Parent CIT immediately following the Effective Time, and (B) employment with or service to the SpinCo C2 Group shall be treated as employment with or service to Parent CIT with respect to Post-Separation Parent CIT Awards held by SpinCo Group Employees who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo C2 immediately following the Effective Time. In addition, none of the Separation, the Distribution or any employment transfer described in Section 3.01(a) shall constitute a termination of employment for any Employee for purposes of any Post-Separation Parent CIT Award or any SpinCo C2 Award. After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in of control,” “change of in control” or similar definition in an award agreement, employment agreement or Parent Omnibus the CIT Equity Plan applicable to such award (x) with respect to Post-Separation Parent CIT Awards, shall be deemed to refer to a “change in of control,” “change of in control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Omnibus the applicable CIT Equity Plan (a “Parent CIT Change in of Control”), and (y) with respect to SpinCo C2 Awards, shall be deemed to refer to a “Change in of Control” as defined in the SpinCo C2 Omnibus Plan (a (“SpinCo C2 Change in of Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent CIT Change in of Control shall be treated as a SpinCo C2 Change in of Control for purposes of SpinCo C2 Awards held by Parent Group Employees, Former Parent Group Employees and Parent CIT non-employee directors, and a SpinCo C2 Change in of Control shall be treated as a Parent CIT Change in of Control for purposes of Post-Separation Parent CIT Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directors. (ii) Any determination in respect of a Post-Separation Parent Option CIT RSU Award and SpinCo Option Award, Post-Separation Parent C2 RSU Award (Pre-2015) and SpinCo RSU Award (Pre-2015) or Post-Separation Parent Performance Share Award (Pre-2015) and SpinCo Performance Share Award, in each case, granted to the holder pursuant to one of the Parent Omnibus Plan CIT Equity Plans or the SpinCo C2 Omnibus Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent CIT or SpinCoC2, as applicable); provided, that any such determination shall apply uniformly to both the applicable Post-Separation Parent CIT Award and the corresponding SpinCo C2 Award held by such holder.

Miscellaneous Award Terms. (i) With respect to Post-Separation Parent Awards and SpinCo Awards, (A) employment with or service to the Parent Group shall be treated as employment with or service to SpinCo with respect to SpinCo Awards held by a Parent Group Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent nonNon-employee director Employee Director who is a non-employee director of the Parent Board immediately following the Effective Time, and (B) employment with or service to the SpinCo Group shall be treated as employment with or service to Parent with respect to Post-Separation Parent Awards held by a SpinCo Group Employees Employee who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective Time. In addition, none of the Separation, the Distribution or any employment transfer described in Section 3.01(a) shall constitute a termination of employment for any Employee for purposes of any Post-Separation Parent Award or any SpinCo Award. After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Omnibus Plan applicable to such award award, (x) with respect to Post-Separation Parent Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Omnibus Plan (a “Parent Change in Control”), and (y) with respect to SpinCo Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Omnibus Plan a (“SpinCo Change in Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent Change in Control shall be treated as a SpinCo Change in Control for purposes of SpinCo Awards held by Parent Group Employees, Former Parent Group Employees and Parent nonNon-employee directorsEmployee Directors (other than Transferred Directors), and a SpinCo Change in Control shall be treated as a Parent Change in Control for purposes of Post-Separation Parent Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directors. (ii) Any determination in respect of a Post-Separation Parent Option Award and SpinCo Option Award, Post-Separation Parent RSU Award (Pre-2015Pre-2016) and SpinCo RSU Award (Pre-2015Pre-2016) or Post-Separation Parent Performance Share Award (Pre-2015Pre-2017) and SpinCo Performance Share Award, in each case, granted to the holder pursuant to the Parent Omnibus Plan or the SpinCo Omnibus Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, provided that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo Award held by such holder.

Miscellaneous Award Terms. (i) With respect to Post-Separation Parent Awards and SpinCo Awards, (A) employment with or service to the Parent Group shall be treated as employment with or service to SpinCo with respect to SpinCo Awards held by a Parent Group Employee who is employed by a member of the Parent Group immediately following the Effective Time or a Parent non-employee director who is a non-employee director of Parent immediately following the Effective Time, and (B) employment with or service to the SpinCo Group shall be treated as employment with or service to Parent with respect to Post-Separation Parent Awards held by SpinCo Group Employees who is employed by a member of the SpinCo Group immediately following the Effective Time or a Transferred Director who is a director of SpinCo immediately following the Effective Time. In addition, none of the Separation, the Distribution or any employment transfer described in Section 3.01(a) shall constitute a termination of employment for any Employee for purposes of any Post-Separation Parent Award or any SpinCo Award. After the Effective Time, for any award adjusted under this Section 4.02, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Parent Omnibus Plan applicable to such award (x) with respect to Post-Separation Parent Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the applicable award agreement, employment agreement or Parent Omnibus Plan (a “Parent Change in Control”), and (y) with respect to SpinCo Awards, shall be deemed to refer to a “Change in Control” as defined in the SpinCo Omnibus Plan (a (“SpinCo Change in Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a Parent Change in Control shall be treated as a SpinCo Change in Control for purposes of SpinCo Awards held by Parent Group Employees, Former Parent Group Employees (to the extent applicable) and Parent non-employee nonemployee directors, and a SpinCo Change in Control shall be treated as a Parent Change in Control for purposes of Post-Separation Parent Awards held by SpinCo Group Employees, Former SpinCo Group Employees and Transferred Directors. (ii) Any determination in respect of a Post-Separation Parent Option RSU Award and SpinCo Option Award, Post-Separation RSU Award which in either case was adjusted from a Parent RSU Award (Pre-2015) and SpinCo RSU Award (Pre-2015) or Post-Separation Parent Performance Share Award (Pre-2015) and SpinCo Performance Share AwardLegacy), in each case, granted to the holder pursuant to the Parent Omnibus Plan or the SpinCo Omnibus Plan, as applicable, and this Section 4.02, shall be made by the Compensation Committee of the Board of Directors of the Party to which the holder provides services immediately after the Effective Time (Parent or SpinCo, as applicable); provided, provided that any such determination shall apply uniformly to both the applicable Post-Separation Parent Award and the corresponding SpinCo RSU Award held by such holder.