Common use of Post-2008 Change in Control Without Termination Clause in Contracts

Post-2008 Change in Control Without Termination. If there is a Change in Control after December 31, 2008, but prior to the Determination Date, and the Participant remains in Continuous Service through the Six-Month Date, then the Participant’s Performance Share Unit number shall be determined in accordance with Exhibit 1, and the Participant shall on such Six-Month Date be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the number of full months completed since January 1, 2008 as of the date of the Six-Month Date, and the denominator of which is 36. Thereafter, the Participant shall become vested as of the Determination Date in a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction resulting from one (1) minus the fraction set forth in Section 3(f)(ii) of this paragraph, provided that, in the event that the Participant’s Continuous Service is terminated prior to the Determination Date by the Company other than for Cause or by the Participant on account of death or Disability, the Participant shall be vested in a number of shares of Stock equal to the number of remaining Performance Share Units, multiplied by a fraction, the numerator of which is the number of full months that have been completed during the period commencing on the Six-Month Date and ending on the date of such termination, and the denominator of which is the number of full months during the period commencing on the Six-Month Date and ending on the Determination Date. Notwithstanding any provision hereof, to the extent that cash is substituted for all or part of any Performance Share Unit incident to the Change in Control, then each such Performance Share Unit shall to that extent be immediately vested upon the Change in Control. All shares of Stock (or any cash substituted therefore) to be issued to the Participant under this Section 3(f), if any, shall be issued to the Participant as soon as practicable after such Six-Month Date occurs but in no event later than March 15 of the calendar year following the calendar year in which the Six-Month Date occurs. If the Participant becomes entitled to any shares of Stock or cash under this Section 3(f), he shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Post-2008 Change in Control Without Termination. If there is a Change in Control after December 31, 2008, but prior to the Determination Date, and the Participant remains in Continuous Service through the Six-Month Date, then the Participant’s Performance Share Unit number shall be determined in accordance with Exhibit 1, and the Participant shall shall, on such Six-Month Date Date, be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the lesser of 36 and the number of full months completed since January 1, 2008 as of the date of the Six-Month Date, and the denominator of which is 36. Thereafter, the Participant shall become vested as of the Determination Date in a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction resulting from one (1) minus the fraction set forth in Section 3(f)(ii) of this paragraph, provided that, in the event that the Participant’s Continuous Service is terminated prior to the Determination Date by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, the Participant shall be vested in a number of shares of Stock equal to the number of remaining Performance Share UnitsTarget Amount, multiplied by a fraction, the numerator of which is the number of full months that have been completed during the period commencing on the Six-Month Date and ending on the date of such termination, and the denominator of which is the number of full months during the period commencing on the Six-Month Date and ending on the Determination Date. Notwithstanding any provision hereofDecember 31, to the extent that cash is substituted for all or part of any Performance Share Unit incident to the Change in Control, then each such Performance Share Unit shall to that extent be immediately vested upon the Change in Control2010. All shares of Stock (or any cash substituted therefore) to be issued to the Participant under this Section 3(f), if any, shall be issued to the Participant (A) subject to Section 3(k), as soon as practicable after the Participant’s Continuous Service is terminated, or (B) as soon as practicable after the Determination Date, but in either such Six-Month Date occurs but case, in no event later than March 15 of the calendar year following the calendar year in which the Six-Month Date occurs15, 2011, whichever occurs earlier. If the Participant becomes entitled to any shares of Stock or cash under this Section 3(f), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Post-2008 Change in Control Without Termination. If there is a Change in Control after December 31, 2008, but prior to the Determination Date, and the Participant remains in Continuous Service through the Six-Month Date, then the Participant’s Performance Share Unit number Participant shall be determined in accordance with Exhibit 1, and the Participant shall on such Six-Month Date be vested in entitled to receive a number of shares of Stock determined by equal to the product of (i) such Performance Share Unit number, the Target Amount and (ii) the Applicable Vesting Factor multiplied by (iiiii) a fraction, the numerator of which is the lesser of 36 and the number of full months completed since January 1, 2008 as of the date of the Six-Month Date, and the denominator of which is 36; provided that the Applicable Vesting Factor shall be determined in accordance with Appendix A2. Thereafter, the Participant shall become vested as of the Determination Date in a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction resulting from one (1) minus the fraction set forth in Section 3(f)(ii3(f)(iii) of this paragraph, ; provided that, that in the event that the Participant’s Continuous Service is terminated prior to the Determination Date by the Company other than for Cause or by the Participant on account of death or Disability, the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) shall be vested in a number of shares of Stock equal to the number of remaining Performance Share UnitsTarget Amount, multiplied by a fraction, the numerator of which is the number of full months that have been completed during the period commencing on the Six-Month Date and ending on the date of such termination, and the denominator of which is the number of full months during the period commencing on the Six-Month Date and ending on the Determination Date. Notwithstanding any provision hereofDecember 31, to the extent that cash is substituted for all or part of any Performance Share Unit incident to the Change in Control, then each such Performance Share Unit shall to that extent be immediately vested upon the Change in Control2010. All shares of Stock (or any cash substituted therefore) to be issued to the Participant under this Section 3(f), if any, shall be issued to the Participant as soon as practicable after such Six-Month Date occurs but in no event later than March 15 of the calendar year following the calendar year in which the Six-Month Date occurs. If the Participant becomes entitled to any shares of Stock or cash under this Section 3(f), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Post-2008 Change in Control Without Termination. If there is a Change in Control after December 31, 2008, but prior to the Determination Date, and the Participant remains in Continuous Service through the Six-Month Date, then the Participant’s Performance Share Unit number shall be determined in accordance with Exhibit 1, and the Participant shall shall, on such Six-Month Date Date, be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the lesser of 36 and the number of full months completed since January 1, 2008 as of the date of the Six-Month Date, and the denominator of which is 36. Thereafter, the Participant shall become vested as of the Determination Date in a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction resulting from one (1) minus the fraction set forth in Section 3(f)(ii) of this paragraph, provided that, in the event that the Participant’s Continuous Service is terminated prior to the Determination Date by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, the Participant shall be vested in a number of shares of Stock equal to the number of remaining Performance Share Units, Target Amount multiplied by a fraction, the numerator of which is the number of full months that have been completed during the period commencing on the Six-Month Date and ending on the date of such termination, and the denominator of which is the number of full months during the period commencing on the Six-Month Date and ending on the Determination Date. Notwithstanding any provision hereofDecember 31, to the extent that cash is substituted for all or part of any Performance Share Unit incident to the Change in Control, then each such Performance Share Unit shall to that extent be immediately vested upon the Change in Control2010. All shares of Stock (or any cash substituted therefore) to be issued to the Participant under this Section 3(f), if any, shall be issued to the Participant (A) subject to Section 3(k), as soon as practicable after the Participant’s Continuous Service is terminated, or (B) as soon as practicable after the Determination Date, but in either such Six-Month Date occurs but case, in no event later than March 15 of the calendar year following the calendar year in which the Six-Month Date occurs15, 2011, whichever occurs earlier. If the Participant becomes entitled to any shares of Stock or cash under this Section 3(f), he shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.