Common use of Stock Awards Assumed or Substituted by Surviving Entity Clause in Contracts

Stock Awards Assumed or Substituted by Surviving Entity. With respect to stock awards that are assumed by the Surviving Entity or are otherwise equitably converted or substituted in connection with a Change in Control in a manner approved by the Board, if, within two years after the effective date of the Change in Control, either (a) the Company or its Affiliate or the Surviving Entity terminates Employee’s employment other than for Cause or (b) Employee resigns for a Change in Control Good Reason: then (i) any outstanding stock options or SARs held by Employee will immediately become fully exercisable; (ii) any time-based restrictions on other outstanding stock awards (such as restricted stock and restricted stock units) held by Employee will lapse and all such awards will become fully vested, disregarding any performance-based vesting criteria and any proration requirements otherwise applicable thereto; and (iii) the payout level under any performance-based cash awards held by Employee that were outstanding immediately prior to effective time of the Change in Control will be determined and deemed to have been earned as of the date of termination based upon (A) an assumed achievement of all relevant performance goals at the “target” level if the date of termination occurs during the first half of the applicable performance period, or (B) the greater of (1) the assumed achievement of all relevant performance goals at the “target” level, and (2) the actual level of achievement of all relevant performance goals against “target” (measured as of the end of the calendar quarter immediately preceding the date of termination), if the date of termination occurs during the second half of the applicable performance period, and, in either such case, Employee will receive a prorata payout within sixty (60) days following the date of termination of employment (unless a later date is required by subsection 7.O hereof), based upon the length of time within the performance period that has elapsed prior to the date of termination of employment. Any options or SARs will thereafter continue or lapse in accordance with the other provisions of the applicable plan and the applicable award agreement. For the avoidance of doubt, any equity or stock awards that have any performance-based vesting criteria, including any such awards with performance-based vesting criteria applicable to any performance period that has partially elapsed or has not yet begun as of the occurrence of a termination of employment or resignation for a Change in Control Good Reason, are intended to and shall vest in full at the same time as equity or stock awards that have solely time-based vesting criteria, and no proration shall apply to such awards. To the extent that this provision causes incentive stock options to exceed the dollar limitation set forth in section 422(d) of the Code, the excess stock options will be deemed to be nonstatutory stock options.

Stock Awards Assumed or Substituted by Surviving Entity. With respect to stock awards that are assumed by the Surviving Entity or are otherwise equitably converted or substituted in connection with a Change in Control in a manner approved by the Board, if, within two years after the effective date of the Change in Control, either (a) the Company or its Affiliate or the Surviving Entity terminates Employee’s employment other than for Cause or (b) Employee resigns for a Change in Control Good Reason: then (i) any outstanding stock options or SARs held by Employee will immediately become fully exercisable; (ii) any time-based restrictions on other outstanding stock awards (such as restricted stock and restricted stock units) held by Employee will lapse and all such awards will become fully vested, disregarding any performance-based vesting criteria and any proration requirements otherwise applicable thereto; and (iii) the payout level under any performance-based cash stock awards held by Employee that were outstanding immediately prior to effective time of the Change in Control will be determined and deemed to have been earned as of the date of termination based upon (A) an assumed achievement of all relevant performance goals at the “target” level if the date of termination occurs during the first half of the applicable performance period, or (B) the greater of (1) the assumed achievement of all relevant performance goals at the “target” level, and (2) the actual level of achievement of all relevant performance goals against “target” (measured as of the end of the calendar quarter immediately preceding the date of termination), if the date of termination occurs during the second half of the applicable performance period, and, in either such case, Employee will receive a prorata payout within sixty (60) days following the date of termination of employment (unless a later date is required by subsection 7.O 6.O hereof), based upon the length of time within the performance period that has elapsed prior to the date of termination of employment. Any options or SARs will thereafter continue or lapse in accordance with the other provisions of the applicable plan and the applicable award agreement. For the avoidance of doubt, any equity or stock awards that have any performance-based vesting criteria, including any such awards with performance-based vesting criteria applicable to any performance period that has partially elapsed or has not yet begun as of the occurrence of a termination of employment or resignation for a Change in Control Good Reason, are intended to and shall vest in full at the same time as equity or stock awards that have solely time-based vesting criteria, and no proration shall apply to such awards. To the extent that this provision causes incentive stock options to exceed the dollar limitation set forth in section 422(d) of the Code, the excess stock options will be deemed to be nonstatutory stock options.

Stock Awards Assumed or Substituted by Surviving Entity. With respect to stock awards that are assumed by the Surviving Entity or are otherwise equitably converted or substituted in connection with a Change in Control in a manner approved by the Board, if, within two years after the effective date of the Change in Control, either (a) the Company or its Affiliate or the Surviving Entity terminates Employee’s employment other than for Cause or (b) Employee resigns for a Change in Control Good Reason: then (i) any outstanding stock options or SARs held by Employee will immediately become fully exercisable; (ii) any time-based restrictions on other outstanding stock awards (such as restricted stock and restricted stock units) held by Employee will lapse and all such awards will become fully vested, disregarding any performance-based vesting criteria and any proration requirements otherwise applicable thereto; and (iii) the payout level under any performance-based cash awards held by Employee that were outstanding immediately prior to effective time of the Change in Control will be determined and deemed to have been earned as of the date of termination based upon (A) an assumed achievement of all relevant performance goals at the “target” level if the date of termination occurs during the first half of the applicable performance period, or (B) the greater of (1) the assumed achievement of all relevant performance goals at the “target” level, and (2) the actual level of achievement of all relevant performance goals against “target” (measured as of the end of the calendar quarter immediately preceding the date of termination), if the date of termination occurs during the second half of the applicable performance period, and, in either such case, Employee will receive a prorata payout within sixty (60) days following the date of termination of employment (unless a later date is required by subsection 7.O hereof), based upon the length of time within the performance period that has elapsed prior to the date of termination of employment. Any options or SARs will thereafter continue or lapse in accordance with the other provisions of the applicable plan and the applicable award agreement. For the avoidance of doubt, any equity or stock awards that have any performance-based vesting criteria, including any such awards with performance-based vesting criteria applicable to any performance period that has partially elapsed or has not yet begun as of the occurrence of a termination of employment or resignation for a Change in Control Good Reason, are intended to and shall vest in full at the same time as equity or stock awards that have solely time-based vesting criteria, and no proration shall apply to such awards. To the extent that this provision causes incentive stock options to exceed the dollar limitation set forth in section 422(d) of the Code, the excess stock options will be deemed to be nonstatutory stock options.