Common use of Stock Price Performance-Based Equity Awards Clause in Contracts

Stock Price Performance-Based Equity Awards. For each stock unit equity award with vesting conditioned all or in part on the per share fair market value of the Company's common stock exceeding one or more target levels (including appreciation relative to one or more other publicly-traded securities), the performance measurement period will terminate on the date of the Change of Control, and Executive will vest in that percentage of the Company shares covered by the equity award determined by applying the formula set forth in the award agreement as if the fair market value of the Company's common stock on the last day of the performance measurement period was the per share consideration paid pursuant to the transaction(s) constituting the Change of Control. The portion of the equity award for which the performance condition is not deemed satisfied pursuant to this Section 4(a) will be forfeited. The effective date of the foregoing vesting credit and forfeiture will be the date of the Change of Control. This provision will apply to all such equity awards that are outstanding as of the Effective Date, and all such future equity awards unless specifically provided otherwise by the Board’s Compensation Committee (the “Committee”) in the applicable award agreement.