Single Trigger Change in Control Clause Samples

Single Trigger Change in Control. Notwithstanding Section 4(a) above, if, upon a Change in Control, Participant does not receive a Replacement Award, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable and subject to settlement and transfer under Section 7 as of the date on which the Change in Control occurs; provided, however, if the Change in Control does not constitute a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as provided under Code Section 409A and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”, and any such transaction, a “Section 409A Change in Control”), and if the Award constitutes deferred compensation under Section 409A, then the right to the Shares subject to the Award shall vest and be nonforfeitable as of the date of the Change in Control but the settlement and transfer of the Shares under Section 7 shall not occur until the Vesting Date or other payment date under Section 7.

Single Trigger Change in Control. Notwithstanding Section 5(a) above, if, upon a Change in Control, Participant does not receive a Replacement Award, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable as of the date on which the Change in Control occurs; if at least one calendar year of performance during the Performance Period has been completed prior to the date of the Change in Control, the Shares shall be paid out based upon the Adjusted EBITDA Performance Multiplier calculated at the time of the Change in Control, provided that such calculation shall factor in the calendar years during the Performance Period that have been completed at the time of the Change in Control and the calendar year during which the Change in Control occurs, with the calendar year during which the Change in Control occurs being treated as a fully completed calendar year during which the Target Award payout level (100%) was achieved; otherwise, the Target Award payout level (100%) shall be used. Payment of the Shares shall be made as provided in Section 8; provided, however, if the Change in Control does not constitute a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as provided under Code Section 409A and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”, and any such transaction, a “Section 409A Change in Control”), and if the Award constitutes deferred compensation under Section 409A, then the right to the Shares subject to the Award shall vest as of the date of the Change in Control but the payout of the Shares under Section 8 shall not occur until after the Vesting Date or other payment date specified in Section 8.

Single Trigger Change in Control. Notwithstanding Section 5(a) above, if, upon a Change in Control, Participant does not receive a Replacement Award, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable as of the date on which the Change in Control occurs, with vesting and payout of Shares based upon the Target Award payout level (100%). Payment of the Shares shall be made as provided in Section 8; provided, however, if the Change in Control does not constitute a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as provided under Code Section 409A and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”, and any such transaction, a “Section 409A Change in Control”), and if the Award constitutes deferred compensation under Section 409A, then the right to the Shares subject to the Award shall vest as of the date of the Change in Control but the payout of the Shares under Section 8 shall not occur until after the Vesting Date or other payment date specified in Section 8.

Single Trigger Change in Control a. Upon the consummation of a Single Trigger Change in Control Transaction, if neither of the Award Conditions has been satisfied, the vesting of any Unvested Options will accelerate such that all Unvested Options will be fully vested and exercisable immediately prior to the closing of such Single Trigger Change in Control Transaction. b. If a Single Trigger Change in Control Transaction is consummated during the Employment Period and on or prior to the first anniversary of the date on which the Spin-Off is completed, 37.5% of the Unvested Options (less the amount of any Unvested Options that have previously vested, including in connection with such Single Trigger Change in Control Transaction) will accelerate with the effect that such awards will be fully vested and exercisable immediately prior to the closing of such transaction, even if one of the Award Conditions is met as to the Unvested Options.

Single Trigger Change in Control. Notwithstanding Section 4(d) above, if, upon a Change in Control (as defined in the Plan), the Participant does not receive a Replacement Award in accordance with Article 16 of the Plan, then the Award will vest on a pro-rata basis based on actual service during the aggregate Restriction Period, and the Participant shall forfeit the remainder of the portion of the Award that does not vest or has not previously become vested. The portion of the Award that shall become vested shall be determined by multiplying the number of Shares comprising the Award by a fraction, the numerator of which is the total number of calendar days during which the Participant was employed by the Company during the

Single Trigger Change in Control. Notwithstanding Section 4(d) above, if, upon a Change in Control, the Participant does not receive a Replacement Award in accordance with Article 16 of the Plan, then the Award will vest on a pro-rata basis based on actual service during the aggregate Restriction Period, and the Participant shall forfeit the remainder of the portion of the Award that does not vest or has not previously become vested. The portion of the Award that shall become vested shall be determined by multiplying the number of Shares comprising the Award by a fraction, the numerator of which is the total number of calendar days during which the Participant was employed by the Company during the period beginning on the Grant Date and ending on the effective date of the Change in Control and the denominator of which is ____, minus any Shares comprising any portion of the Award that had previously become vested, rounded down to the nearest whole number of Shares. The Committee shall determine whether a Change in Control has occurred, and such determination shall be conclusive and binding upon the Company and the Participant.