Common use of Settlement upon a Qualified Change-in-Control Clause in Contracts

Settlement upon a Qualified Change-in-Control. Notwithstanding the provisions of Paragraph 4(a), in the event of a Qualified Change-in-Control prior to the Settlement Date, the Committee shall evaluate and determine the extent to which the performance-based vesting conditions described in Paragraph 3(c) have been met up to the date of the Qualified Change-in-Control and shall certify in writing the level of the performance goals attained. Payment in respect of the Performance Shares shall be made in a lump sum in cash to the Participant on the date of the Qualified Change in Control in an amount determined based upon the extent to which the performance goals described in Paragraph 3(c) during the Performance Period have been met up to the date of the Qualified Change-in-Control, or at Target Vesting, whichever is higher, as provided in Paragraph 3(f).