Common use of Qualifying Termination Following a Change in Control Clause in Contracts

Qualifying Termination Following a Change in Control. In the event that you have a Qualifying Termination as defined in Plan Section 9(c) during the Protected Period following a Change in Control, you will be deemed vested in a prorated portion of the Performance Share Units granted. Upon a Qualifying Termination, the achievement of the Performance Goals shall be determined in accordance with Plan Section 9(a)(ii). Any of your Performance Share Units deemed vested under this Section 6(c) shall be settled promptly following the date at which the Committee determines the extent to which such Performance Share Units have been vested (subject to Section 6(e) below and Plan Section 11(k)). Upon your Qualifying Termination, any Performance Share Units that have not been deemed vested under this Section 6(c) will be canceled and forfeited.

Qualifying Termination Following a Change in Control. In the event that you have a Qualifying Termination as defined in Plan Section 9(c) of the Plan during the Protected Period following a Change in Control, you will be deemed fully vested in a prorated portion of the Performance Share Units granted. Upon a Qualifying Termination, calculated based on the achievement of the Performance Goals shall be determined in accordance with Plan Section 9(a)(ii)) of the Plan. Any of your Performance Share Units deemed vested under this Section 6(c) shall be settled promptly following the date at which the Committee determines the extent to which such Performance Share Units have been vested (subject to Section 6(e6(f) below and Plan Section 11(k)the 409A Compliance Rules). Upon your Qualifying Termination, any Performance Share Units that have not been deemed vested under this Section 6(c) will be canceled and forfeited. For the sake of clarity, the pro rata vesting of earned Performance Share Units set forth in Section 9(a)(ii) of the Plan shall not apply.

Qualifying Termination Following a Change in Control. In the event that you have a Qualifying Termination as defined in Plan Section 9(c) during the Protected Period following a Change in Control, you will be deemed fully vested in a prorated portion of the Performance Share Units granted. Upon a Qualifying Termination, calculated based on the achievement of the Performance Goals shall be determined in accordance with Plan Section 9(a)(ii). Any of your Performance Share Units deemed vested under this Section 6(c) shall be settled promptly following the date at which the Committee determines the extent to which such Performance Share Units have been vested (subject to Section 6(e) below and Plan Section 11(k)). Upon your Qualifying Termination, any Performance Share Units that have not been deemed vested under this Section 6(c) will be canceled and forfeited. For the sake of clarity, the pro rata vesting of earned Performance Share Units set forth in Plan Section 9(a)(ii) shall not apply.