Common use of Possible Acceleration in Connection With a Change in Control Event Clause in Contracts

Possible Acceleration in Connection With a Change in Control Event. If a Change in Control Event occurs and the Participant’s employment is terminated by the Corporation without Cause (as defined below) within twelve (12) months after the date of such Change in Control Event, any Options that are not then otherwise vested (and have not previously terminated pursuant to this Agreement) shall automatically become vested upon the occurrence of such event; provided, however, that in the event that the Participant is covered at the relevant time by an employment, severance, change in control or similar agreement or arrangement with the Corporation that provides a greater benefit with respect to the Option in the circumstances, the Participant shall be entitled to receive such greater benefit as provided in such other agreement or arrangement. For purposes of this Agreement, the term “Cause” shall mean the occurrence of one or more of the following: (i) any act or failure to act within the control of the Participant done with the intent to harm the interests of the Corporation or any Subsidiary; (ii) any act of fraud by the Participant in the performance of the Participant’s duties for or responsibilities to the Corporation or any Subsidiary; (iii) any breach of fiduciary duty in the performance of the Participant’s duties for or responsibilities to the Corporation or any Subsidiary; (iv) the commission by the Participant of a felony or a crime involving an act of moral turpitude; or (v) willful or repeated failure by the Participant to adequately perform the Participant’s duties or responsibilities, and the failure of the Participant to cure such performance issue within fourteen (14) days following receipt of written notice thereof to the Participant specifying such breach. In addition, the Option is subject to termination in connection with a Change in Control Event or certain similar reorganization events as provided in Section 7.4 of the Plan.

Possible Acceleration in Connection With a Change in Control Event. If a Change in Control Event occurs and the Participant’s employment is terminated by the Corporation without Cause (as defined below) within twelve (12) months after the date of such Change in Control Event, any Options that are not then otherwise vested (and have not previously terminated pursuant to this Agreement) shall automatically become vested upon the occurrence of such event; provided, however, that in the event that the Participant is covered at the relevant time by an employment, severance, change in control or similar agreement or arrangement with the Corporation that provides a greater benefit with respect to the Option in the circumstances, the Participant shall be entitled to receive such greater benefit as provided in such other agreement or arrangement. For purposes of this Agreement, the term “Cause” shall mean the occurrence of one or more of the following: (i) any act or failure to act within the control of the Participant done with the intent to harm the interests of the Corporation or any Subsidiary; (ii) any act of fraud by the Participant in the performance of the Participant’s duties for or responsibilities to the Corporation or any Subsidiary; (iii) any breach of fiduciary duty in the performance of the Participant’s duties for or responsibilities to the Corporation or any Subsidiary; (iv) the commission by the Participant of a felony or a crime involving an act of moral turpitude; or (v) willful or repeated failure by the Participant to adequately perform the Participant’s duties or responsibilities, and the failure of the Participant to cure such performance issue within fourteen (14) days following receipt of written notice thereof to the Participant specifying such breach. In addition, the Option is subject to termination in connection with a Change in Control Event or certain similar reorganization events as provided in Section 7.4 of the U.S. Plan.

Possible Acceleration in Connection With a Change in Control Event. If a Change in Control Event occurs and while employed or serving as a member of the Participant’s employment is terminated by the Corporation without Cause (as defined below) within twelve (12) months after the date Board of such Change in Control EventDirectors, any Options Stock Units subject to the Award that are not then otherwise vested (and have not previously terminated pursuant to this Agreement) shall automatically become vested upon the occurrence of such event; provided, however, that in the event that the Participant is covered at the relevant time by an employment, severance, change in control or similar agreement or arrangement with the Corporation that provides a greater benefit with respect to the Option Stock Units in the circumstances, the Participant shall be entitled to receive such greater benefit as provided in such other agreement or arrangement. For purposes of this Agreement, the term “Cause” shall mean the occurrence of one or more of the following: (i) any act or failure to act within the control of the Participant done with the intent to harm the interests of the Corporation or any Subsidiary; (ii) any act of fraud by the Participant in the performance of the Participant’s duties for or responsibilities to the Corporation or any Subsidiary; (iii) any breach of fiduciary duty in the performance of the Participant’s duties for or responsibilities to the Corporation or any Subsidiary; (iv) the commission by the Participant of a felony or a crime involving an act of moral turpitude; or (v) willful or repeated failure by the Participant to adequately perform the Participant’s duties or responsibilities, and the failure of the Participant to cure such performance issue within fourteen (14) days following receipt of written notice thereof to the Participant specifying such breach. In addition, the Option is subject to termination in connection with a Change in Control Event or certain similar reorganization events as provided in Section 7.4 of the Plan.

Possible Acceleration in Connection With a Change in Control Event. If a Change in Control Event occurs and the Participant’s employment is terminated by the Corporation without Cause (as defined below) within twelve (12) months after the date of such Change in Control Event, any Options Stock Units subject to the Award that are not then otherwise vested (and have not previously terminated pursuant to this Agreement) shall automatically become vested upon the occurrence of such event; provided, however, that in the event that the Participant is covered at the relevant time by an employment, severance, change in control or similar agreement or arrangement with the Corporation that provides a greater benefit with respect to the Option Stock Units in the circumstances, the Participant shall be entitled to receive such greater benefit as provided in such other agreement or arrangement. For purposes of this Agreement, the term “Cause” shall mean the occurrence of one or more of the following: (i) any act or failure to act within the control of the Participant done with the intent to harm the interests of the Corporation or any Subsidiary; (ii) any act of fraud by the Participant in the performance of the Participant’s duties for or responsibilities to the Corporation or any Subsidiary; (iii) any breach of fiduciary duty in the performance of the Participant’s duties for or responsibilities to the Corporation or any Subsidiary; (iv) the commission by the Participant of a felony or a crime involving an act of moral turpitude; or (v) willful or repeated failure by the Participant to adequately perform the Participant’s duties or responsibilities, and the failure of the Participant to cure such performance issue within fourteen (14) days following receipt of written notice thereof to the Participant specifying such breach. In addition, the Option is subject to termination in connection with a Change in Control Event or certain similar reorganization events as provided in Section 7.4 of the Plan.

Possible Acceleration in Connection With a Change in Control Event. If a Change in Control Event occurs occurs, and the Participant’s employment is terminated by the Corporation without Cause (as defined below) within twelve (12) months after the date of such Change in Control Event, any Options Stock Units subject to the Award that are not then otherwise vested (and have not previously terminated pursuant to this Agreement) shall automatically become vested upon the occurrence of such event; provided, however, that in the event that the Participant is covered at the relevant time by an employment, severance, change in control or similar agreement or arrangement with the Corporation that provides a greater benefit with respect to the Option Stock Units in the circumstances, the Participant shall be entitled to receive such greater benefit as provided in such other agreement or arrangement. For purposes of this Agreement, the term “Cause” shall mean the occurrence of one or more of the following: (i) any act or failure to act within the control of the Participant done with the intent to harm the interests of the Corporation or any Subsidiary; (ii) any act of fraud by the Participant in the performance of the Participant’s duties for or responsibilities to the Corporation or any Subsidiary; (iii) any breach of fiduciary duty in the performance of the Participant’s duties for or responsibilities to the Corporation or any Subsidiary; (iv) the commission by the Participant of a felony or a crime involving an act of moral turpitude; or (v) willful or repeated failure by the Participant to adequately perform the Participant’s duties or responsibilities, and the failure of the Participant to cure such performance issue within fourteen (14) days following receipt of written notice thereof to the Participant specifying such breach. In addition, the Option is subject to termination in connection with a Change in Control Event or certain similar reorganization events as provided in Section 7.4 of the Plan.