Common use of Prior to the End of the Performance Period Clause in Contracts

Prior to the End of the Performance Period. In the event of a Change in Control that is consummated prior to the end of the Performance Period, notwithstanding Section 2.3 above, if the Awardee holds Nonvested Stock Units at the time a Change in Control occurs, and either (i) the Change in Control is not approved by a majority of the Continuing Directors (as defined below) or (ii) the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), if, and to the extent, that the Committee determines that at least the Threshold Performance Criteria has been attained, which determination shall be made no later than June 15 of the year subsequent to the year to which the Threshold Performance Criteria relates, as set forth in Section 1 above and Exhibit A attached hereto, then all of the Nonvested Stock Units shall become immediately and unconditionally vested, and the restrictions with respect to all of the Nonvested Stock Units shall lapse, effective immediately prior to the consummation of such Change in Control.

Prior to the End of the Performance Period. In the event of a Change in Control Corporate Transaction that is consummated prior to the end of the Performance Period, notwithstanding Section 2.3 above, if the Awardee holds Nonvested unvested Stock Units at the time a Change in Control Corporate Transaction occurs, and either (i) the Change in Control Corporate Transaction is not approved by a majority of the Continuing Directors (as defined below) or (ii) the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), if, and to the extent, that the Committee Administrator determines that at least the Threshold Performance Criteria has been attained, which determination shall be made no later than June 15 of the year subsequent to the year to which the Threshold Performance Criteria relates, as set forth in Section 1 above and Exhibit A attached hereto, then all of the Nonvested unvested Stock Units shall become immediately and unconditionally vested, and the restrictions with respect to all of the Nonvested unvested Stock Units shall lapse, effective immediately prior to the consummation of such Change in ControlCorporate Transaction.