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

Qualifying Termination Following a Change of Control. Notwithstanding anything set forth herein to the contrary, if Grantee ceases to be a Service Provider due to Grantee’s Qualifying Termination within two years after a “Change of Control” (as defined in Appendix B) and during the Performance Period, the number of PSUs subject to the Award that shall become vested and non-forfeitable shall equal (x) the Target number set forth in “Number of PSUs in Award” in Section I, less (y) the number of PSUs that had already become vested as of the date of such termination, but in no event may negative discretion be exercised with respect to the number of PSUs awarded. Any PSUs that are not earned and do not vest in accordance with the foregoing sentence shall terminate and be forfeited. Any PSUs that are not earned and do not vest in accordance with this Section II.A.6. shall terminate and be forfeited as of the date of Xxxxxxx’s termination. Further, the Corporation retains the right to accelerate the vesting (but not the time of payment) of all or a portion of the PSUs subject to this Award, in which event a similar pro-ration determination as provided in this Section II.A.6 will be applied.

Qualifying Termination Following a Change of Control. Notwithstanding anything set forth herein to the contrary, if Grantee ceases to be a Service Provider due to Grantee’s Qualifying Termination within two years after a “Change of Control” (as defined in Appendix B) and during prior to the Performance PeriodSettlement Date, the number of PSUs subject to the Award that shall become vested and non-forfeitable shall equal (x) the Target number set forth in “Number of PSUs in Award” in Section I, less (y) the number of PSUs that had already become vested as of the date of such termination, but in no event may negative discretion be exercised with respect to the number of PSUs awarded. Any PSUs that are not earned and do not vest in accordance with the foregoing sentence shall terminate and be forfeited. Any PSUs that are not earned and do not vest in accordance with this Section II.A.6. shall terminate and be forfeited as of the date of Xxxxxxx’s termination. Further, the Corporation retains the right to accelerate the vesting (but not the time of payment) of all or a portion of the PSUs subject to this Award, in which event a similar pro-ration determination as provided in this Section II.A.6 will be applied.

Qualifying Termination Following a Change of Control. Notwithstanding anything set forth herein to the contrary, if Grantee ceases to be a Service Provider due to Grantee’s Qualifying Termination within two years after a “Change of Control” (as defined in Appendix B) and during the Performance Period, the number of PSUs Performance Units subject to the Award that shall become vested and non-forfeitable shall equal (x) the Target number set forth in “Number of PSUs Performance Units in Award” in Section I, less (y) the number of PSUs Performance Units that had already become vested as of the date of such termination, but in no event may negative discretion be exercised with respect to the number of PSUs Performance Units awarded. Any PSUs Performance Units that are not earned and do not vest in accordance with the foregoing sentence shall terminate and be forfeited. Any PSUs Performance Units that are not earned and do not vest in accordance with this Section II.A.6. II.A.6 shall terminate and be forfeited as of the date of Xxxxxxx’s termination. Further, the Corporation retains the right to accelerate the vesting (but not the time of payment) of all or a portion of the PSUs Performance Units subject to this Award, in which event a similar pro-ration determination as provided in this Section II.A.6 will be applied.