Common use of Miscellaneous Award Terms Clause in Contracts

Miscellaneous Award Terms. 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, (i) 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 the YUM Group will be treated as employment with SpinCo with respect to SpinCo Awards held by Retained Employees, and (iii) employment with the SpinCo Group will be treated as employment with YUM with respect to Adjusted YUM Awards held by SpinCo Employees. In addition, none of the Separation, the Distribution, or any employment transfer described in Section 2.04 will constitute a termination of employment for any Employee for purposes of any Adjusted YUM Award or any SpinCo Award. Following the Distribution Date, for any award adjusted under this Section 6.01, any reference to a “change in control,” “change of control” or similar definition in an award agreement, Employment Agreement or YUM Equity Plan applicable to such award (A) with respect to Adjusted YUM Awards, 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 or YUM Equity Plan (a “YUM Change of Control”), and (B) with respect to SpinCo Awards, will be deemed to refer to a “Change in Control” as defined in the SpinCo Equity Plan (a “SpinCo Change of Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards (including lapse of performance conditions, if applicable), a YUM Change of Control will be treated as a SpinCo Change of Control for purposes of SpinCo Awards held by Retained Employees and YUM Former Employees, and a SpinCo Change of Control will be treated as a YUM Change of Control for purposes of Adjusted YUM Awards held by SpinCo Employees and SpinCo Former Employees.

Miscellaneous Award Terms. After the Distribution Date, Adjusted YUM Greatbatch Awards, regardless of by whom held, will shall be settled by YUMGreatbatch, and SpinCo Nuvectra Awards, regardless of by whom held, will shall be settled by SpinCoNuvectra; 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 AgreementAgreement (such as in Section 3.2(d) or Section 4.3), with respect to grants described in awards adjusted pursuant to this Section 6.013.2, (i) no SpinCo Employee will employment with the Greatbatch Group shall be treated as having incurred a termination of employment with the Nuvectra Group with respect to any YUM Award solely Nuvectra Awards held by reason of the transfer of employmentGreatbatch Employees, and (ii) employment with the YUM Nuvectra Group will shall be treated as employment with SpinCo with respect to SpinCo Awards held by Retained Employees, and (iii) employment with the SpinCo Greatbatch Group will be treated as employment with YUM with respect to Adjusted YUM Greatbatch Awards held by SpinCo Nuvectra Employees. In addition, none of the Separation, the Distribution, or any employment transfer described in Section 2.04 will 2.1 shall constitute a termination of employment for any Employee for purposes of any Adjusted YUM Greatbatch Award or any SpinCo Adjusted Greatbatch Award. Following the Distribution Date, for any award adjusted under this Section 6.01, any reference to a “change in control,” “change of control” or similar definition in an award agreement, Employment Agreement employment agreement or YUM Greatbatch Legacy Equity Plan applicable to such award (A) with respect to Adjusted YUM Greatbatch Awards, will 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 employment agreement or YUM Greatbatch Legacy Equity Plan applicable to such award (a “YUM Greatbatch Change of Control”), and (B) with respect to SpinCo Nuvectra Awards, will shall be deemed to refer to a “Change in Control” as defined in the SpinCo Nuvectra Equity Plan (a “SpinCo Nuvectra Change of Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards (including lapse of performance conditions, if applicable)awards, a YUM Greatbatch Change of Control will shall be treated as a SpinCo Nuvectra Change of Control for purposes of SpinCo Nuvectra Awards held by Retained Employees and YUM Former Greatbatch Employees, and a SpinCo Nuvectra Change of Control will shall be treated as a YUM an Greatbatch Change of Control for purposes of Adjusted YUM Greatbatch Awards held by SpinCo Employees and SpinCo Former Nuvectra Employees.

Miscellaneous Award Terms. After the Distribution Date, Adjusted YUM Abbott Awards, regardless of by whom held, will shall be settled by YUMXxxxxx, and SpinCo AbbVie Awards, regardless of by whom held, will shall be settled by SpinCoAbbVie; 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 described in adjusted pursuant to this Section 6.01, (i) no SpinCo Employee will employment with the Abbott Group shall be treated as having incurred a termination of employment with AbbVie with respect to any YUM Award solely AbbVie Awards held by reason of the transfer of employmentAbbott Retained Employees, and (ii) employment with the YUM AbbVie Group will shall be treated as employment with SpinCo with respect to SpinCo Awards held by Retained Employees, and (iii) employment with the SpinCo Group will be treated as employment with YUM Abbott with respect to Adjusted YUM Abbott Awards held by SpinCo AbbVie Employees. In addition, none of the Separation, the Distribution, or any employment transfer described in Section 2.04 will 2.04(b) shall constitute a termination of employment for any Employee for purposes of any Adjusted YUM Abbott Award or any SpinCo AbbVie Award. Following the Distribution Date, for any award adjusted under this Section 6.01, any reference to a “change in control,” “change of control” or similar definition in an award agreement, Employment Agreement employment agreement or YUM Equity Plan Abbott Stock Program applicable to such award (A) with respect to Adjusted YUM Abbott Awards, will 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 employment agreement or YUM Equity Plan Abbott Stock Program (a an “YUM Abbott Change of Control”), and (B) with respect to SpinCo AbbVie Awards, will shall be deemed to refer to a “Change in Control” as defined in the SpinCo Equity Plan AbbVie ISP (a an “SpinCo AbbVie Change of Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards (including lapse of performance conditionsawards, if applicable), a YUM an Abbott Change of Control will shall be treated as a SpinCo an AbbVie Change of Control for purposes of SpinCo AbbVie Awards held by Abbott Retained Employees and YUM Former Employees, and a SpinCo an AbbVie Change of Control will shall be treated as a YUM an Abbott Change of Control for purposes of Adjusted YUM Abbott Awards held by SpinCo Employees and SpinCo Former AbbVie Employees.

Miscellaneous Award Terms. After the Distribution Date, Adjusted YUM Abbott Awards, regardless of by whom held, will shall be settled by YUMXxxxxx, and SpinCo AbbVie Awards, regardless of by whom held, will shall be settled by SpinCoAbbVie; 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 AgreementAgreement (such as in Section 2.02 or Section 6.01(e)), with respect to grants described in adjusted pursuant to this Section 6.01, (i) no SpinCo Employee will employment with the Abbott Group shall be treated as having incurred a termination of employment with AbbVie with respect to any YUM Award solely AbbVie Awards held by reason of the transfer of employmentAbbott Retained Employees, and (ii) employment with the YUM AbbVie Group will shall be treated as employment with SpinCo with respect to SpinCo Awards held by Retained Employees, and (iii) employment with the SpinCo Group will be treated as employment with YUM Abbott with respect to Adjusted YUM Abbott Awards held by SpinCo AbbVie Employees. In addition, none of the Separation, the Distribution, or any employment transfer described in Section 2.04 will 2.04(b) shall constitute a termination of employment for any Employee for purposes of any Adjusted YUM Abbott Award or any SpinCo AbbVie Award. Following the Distribution Date, for any award adjusted under this Section 6.01, any reference to a “change in control,” “change of control” or similar definition in an award agreement, Employment Agreement employment agreement or YUM Equity Plan Abbott Stock Program applicable to such award (A) with respect to Adjusted YUM Abbott Awards, will 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 employment agreement or YUM Equity Plan Abbott Stock Program (a an “YUM Abbott Change of Control”), and (B) with respect to SpinCo AbbVie Awards, will shall be deemed to refer to a “Change in Control” as defined in the SpinCo Equity Plan AbbVie ISP (a an “SpinCo AbbVie Change of Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards (including lapse of performance conditionsawards, if applicable), a YUM an Abbott Change of Control will shall be treated as a SpinCo an AbbVie Change of Control for purposes of SpinCo AbbVie Awards held by Abbott Retained Employees and YUM Former Employees, and a SpinCo an AbbVie Change of Control will shall be treated as a YUM an Abbott Change of Control for purposes of Adjusted YUM Abbott Awards held by SpinCo Employees and SpinCo Former AbbVie Employees.