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 (i) with respect to Performance Share Units relating to the Performance Year completed before such termination, in a proportionate number of the Performance Share Units which have been determined or thereafter are determined by the Committee to have been banked and modified under Section 4, or (ii) with respect to Performance Share Units relating to the Performance Year still in progress at the date of your Qualifying Termination (including Performance Share Units otherwise not meeting the one-year or other applicable employment requirement of Section 2), in a proportionate number of the target number of Performance Share Units that could have been banked in the Performance Year and which are thereafter determined by the Committee to have been modified under Section 4. The TSR Modifier shall be determined by substituting for the TSR Measurement Date the date of the Change in Control. All of your banked, modified and vested Performance Share Units shall be settled promptly following the date at which the Committee determines the extent to which such Performance Share Units have been banked and/or modified (subject to Section 6(e) below and Plan Section 11(k)). Upon your Qualifying Termination, any Performance Share Units that have not been deemed banked, modified and 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) during the Protected Period (as defined in Section 6(f) below) following a Change in ControlControl (as defined in the Plan), you will be deemed vested (i) with respect in any Performance Shares that relate to Performance Share Units relating to the a Performance Year completed before such termination, in a proportionate number of the Performance Share Units termination and which have been determined or thereafter are determined by the Committee to have been banked and modified earned under Section 4, or and (ii) ), with respect to Performance Share Units Shares relating to the a Performance Year still in progress at the date of your Qualifying Termination (subject to Section 1, but including Performance Share Units Shares otherwise not meeting the one-year or other applicable employment requirement of Section 2), in a proportionate number Pro Rata Portion of the target number of Performance Share Units Shares that could have been banked earned in the Performance Year and which are thereafter determined by the Committee to have been modified under Section 4. The TSR Modifier shall be determined by substituting for the TSR Measurement Date the date of the Change in ControlYear. All of your banked, modified earned and vested Performance Share Units Shares shall be settled promptly following the date at which the Committee determines the extent to which such Performance Share Units have been banked and/or modified (subject to Section 6(e) below and Plan Section 11(k) of the Plan)); provided, however, any additional forfeiture conditions in the nature of a “clawback” contained in Section 10 of this Agreement shall continue to apply to any payment. Upon your Qualifying Termination, any Performance Share Units Shares that have not been deemed banked, modified earned and 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) during the Protected Period (as defined in Section 6(f) below) following a Change in ControlControl (as defined in the Plan), you will be deemed vested (i) with respect to in any Performance Share Units relating that relate to the a Performance Year completed before such termination, in a proportionate number of the Performance Share Units termination and which have been determined or thereafter are determined by the Committee to have been banked and modified earned under Section 4, or and (ii) ), with respect to Performance Share Units relating to the a Performance Year still in progress at the date of your Qualifying Termination (subject to Section 1, but including Performance Share Units otherwise not meeting the one-year or other applicable employment requirement of Section 2), in a proportionate number Pro Rata Portion of the target number of Performance Share Units that could have been banked earned in the Performance Year and which are thereafter determined by the Committee to have been modified under Section 4. The TSR Modifier shall be determined by substituting for the TSR Measurement Date the date of the Change in ControlYear. All of your banked, modified earned and vested Performance Share Units shall be settled promptly following the date at which the Committee determines the extent to which such Performance Share Units have been banked and/or modified (subject to Section 6(e) below and Plan Section 11(k) of the Plan)); provided, however, any additional forfeiture conditions in the nature of a “clawback” contained in Section 10 of this Agreement shall continue to apply to any payment. Upon your Qualifying Termination, any Performance Share Units that have not been deemed banked, modified earned and 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) during the Protected Period (as defined in Section 6(f) below) following a Change in ControlControl (as defined in the Plan), you will be deemed vested (i) with respect to in any Performance Share Units relating that relate to the a Performance Year completed before such termination, in a proportionate number of the Performance Share Units termination and which have been determined or thereafter are determined by the Committee to have been banked and modified earned under Section 4, or and (ii) with respect to Performance Share Units relating to the a Performance Year still in progress at the date of your Qualifying Termination (subject to Section 1, but including Performance Share Units otherwise not meeting the one-year or other applicable employment requirement of Section 2), in a proportionate number Pro Rata Portion of the target number of Performance Share Units that could have been banked earned in the Performance Year and which are thereafter determined by the Committee to have been modified under Section 4. The TSR Modifier shall be determined by substituting for the TSR Measurement Date the date of the Change in ControlYear. All of your banked, modified earned and vested Performance Share Units shall be settled promptly following the date at which the Committee determines the extent to which such Performance Share Units have been banked and/or modified (subject to Section 6(e) below and Plan Section 11(k)); provided, however, any additional forfeiture conditions in the nature of a “clawback” contained in Section 10 of this Agreement shall continue to apply to any payment. Upon your Qualifying Termination, any Performance Share Units that have not been deemed banked, modified earned and 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) during the Protected Period (as defined in the Plan) following a Change in ControlControl (as defined in the Plan), you will be deemed vested (i) with respect to in any Performance Share Units relating that relate to the a Performance Year completed before such termination, in a proportionate number of the Performance Share Units termination and which have been determined or thereafter are determined by the Committee to have been banked and modified earned under Section 4, or and (ii) with respect to Performance Share Units relating to the a Performance Year still in progress at the date of your Qualifying Termination (subject to Section 1, but including Performance Share Units otherwise not meeting the one-year or other applicable employment requirement of Section 2), in a proportionate number Pro Rata Portion of the target number of Performance Share Units that could have been banked earned in the Performance Year and which are thereafter determined by the Committee to have been modified under Section 4. The TSR Modifier shall be determined by substituting for the TSR Measurement Date the date of the Change in ControlYear. All of your banked, modified earned and vested Performance Share Units shall be settled promptly following the date at which the Committee determines the extent to which such Performance Share Units have been banked and/or modified (subject to Section 6(e) below and Plan Section 11(k)); provided, however, any additional forfeiture conditions in the nature of a “clawback” or recoupment contained in Section 10 of this Agreement shall continue to apply to any payment. Upon your Qualifying Termination, any Performance Share Units that have not been deemed banked, modified earned and 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 (as defined in Section 6(f) below) following a Change in ControlControl (as defined in Section 9(b) the Plan), you will be deemed vested (i) with respect in any Performance Shares that relate to Performance Share Units relating to the a Performance Year completed before such termination, in a proportionate number of the Performance Share Units termination and which have been determined or thereafter are determined by the Committee to have been banked and modified earned under Section 4, or and (ii) with respect to Performance Share Units Shares relating to the a Performance Year still in progress at the date of your Qualifying Termination (subject to Section 1 above, but including Performance Share Units Shares otherwise not meeting the one-year or other applicable continuous employment requirement of Section 22 above), in a proportionate number Pro Rata Portion of the target number of Performance Share Units Shares that could have been banked earned in the Performance Year and which are thereafter determined by the Committee to have been modified under Section 4. The TSR Modifier shall be determined by substituting for the TSR Measurement Date the date of the Change in ControlYear. All of your banked, modified earned and vested Performance Share Units Shares shall be settled promptly following the date at which the Committee determines the extent to which such Performance Share Units have been banked and/or modified (subject to Section 6(e) below and Plan Section 11(k) of the Plan)); provided, however, any additional forfeiture conditions in the nature of a “clawback” contained in Section 10 below shall continue to apply to any payment. Upon your Qualifying Termination, any Performance Share Units Shares that have not been deemed banked, modified earned and vested under this Section 6(c) will be canceled and forfeited.