Common use of Termination of Employment or Service Clause in Contracts

Termination of Employment or Service. (a) Any unvested Stock Award shall be forfeited immediately when the Awardee ceases to be an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to Awardee’s death, total and permanent disability, retirement or participation in the Company’s Workforce Management Program. Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Board. (b) Notwithstanding any provision in the Plan to the contrary, if an Awardee dies while an Employee, the Stock Award shall immediately vest in full. The vested portion of the Stock Award shall be delivered to the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to receive the vested Stock Award under the Awardee’s will or the laws of descent or distribution. (c) Notwithstanding any provision in the Plan to the contrary, if an Awardee terminates employment due to total and permanent disability, due to retirement in accordance with the Company’s local retirement policy or due to participation in the Company’s Workforce Management Program, the Stock Award shall immediately vest in full. (d) In the event of a Change of Control of the Company (as defined in Section 15(c) of the Plan or any successor), the Stock Award shall vest in full immediately prior to the closing of the transaction. The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the assumption, conversion, replacement or continuation shall be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued Stock Awards shall be able to acquire such publicly traded securities. (e) Sections 12(b), (c), (d) and (e) of the Plan shall not apply to this Stock Award.

Termination of Employment or Service. (a) Any unvested Stock Award shall be forfeited immediately when the Awardee ceases to be an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to Awardee’s death, total and permanent disability, retirement or participation in the Company’s Workforce Management Program. Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Board. (b) Notwithstanding any provision in the Plan to the contrary, if an Awardee dies while an Employee, the Stock Award shall immediately vest in full. The vested portion of the Stock Award shall be delivered to the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to receive the vested Stock Award under the Awardee’s will or the laws of descent or distribution. (c) Notwithstanding any provision in the Plan to the contrary, if an Awardee terminates employment due to total and permanent disability, due to retirement in accordance with the Company’s local retirement policy or due to participation in the Company’s Workforce Management Program, the Stock Award shall immediately vest in full. (d) In the event of a Change of Control of the Company (as defined in Section 15(c18(c) of the Plan or any successor), the Stock Award shall vest in full immediately prior to the closing of the transaction. The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the assumption, conversion, replacement or continuation shall be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued Stock Awards shall be able to acquire such publicly traded securities. (e) Sections 12(b), (c), (d) and (e) of the Plan shall not apply to this Stock Award.

Termination of Employment or Service. (a) Any unvested Stock Award shall be forfeited immediately when the Awardee ceases to be an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to Awardee’s death, total and permanent disability, retirement or participation in the Company’s Workforce Management Program. Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Board. (b) Notwithstanding any provision in the Plan to the contrary, if an Awardee dies while an Employee, the Stock Award shall immediately vest in full. The vested portion of the Stock Award shall be delivered to the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to receive the vested Stock Award under the Awardee’s will or the laws of descent or distribution. (c) Notwithstanding any provision in the Plan to the contrary, if an Awardee terminates employment due to total and permanent disability, due to retirement in accordance with the Company’s local retirement policy or due to participation in the Company’s Workforce Management Program, the Stock Award shall immediately vest in full. (d) In the event of a Change of Control of the Company (as defined in Section 15(c) of the Plan or any successor), the Stock Award shall vest in full immediately prior to the closing of the transaction. The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the assumption, conversion, replacement or continuation shall be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued Stock Awards shall be able to acquire such publicly traded securities. (e) Sections 12(b), (c), (d) and (e) of the Plan shall not apply to this Stock Award.

Termination of Employment or Service. (a) Any Except as set forth in this Section 4 or other written agreement with the Company, any unvested Stock Award shall be forfeited immediately when the Awardee has had a termination of his Service or otherwise ceases to be an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to Awardee’s death, total and permanent disability, retirement or participation in the Company’s Workforce Management Program. Except as the Committee may otherwise determine, termination of Awardee’s employment or service Service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate be determined without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Boardtermination. (b) Notwithstanding any provision in the Plan to the contrary, if an Awardee dies while an Employee, the Stock Award shall immediately vest in full. The vested portion of the Stock Award shall be delivered to the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to receive the vested Stock Award under the Awardee’s will or the laws of descent or distribution. (c) Notwithstanding any provision in the Plan to the contrary, if an Awardee terminates employment due to total and permanent disability, due to retirement in accordance with the Company’s local retirement policy disability or due to participation in the Company’s Workforce Management Program, the Stock Award shall immediately vest in full. (d) Notwithstanding any provision in the Plan to the contrary, if an Awardee is, or becomes eligible for, retirement in accordance with the Company’s local retirement policy as in effect on the date of grant of this Stock Award, any unvested Stock Award will be fully vested as of the date of such retirement eligibility and be settled upon the earliest to occur of (i) the normal vesting dates set forth in Section 2 above, (ii) the Awardee’s death and (iii) a Change of Control, in accordance with Section 5 below. (e) In the event of a Change of Control of the Company (as defined in Section 15(c) of the Plan or any successor)Control, the Stock Award shall vest in full immediately prior to the closing of the transaction. The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the assumption, conversion, replacement or continuation shall be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued Stock Awards shall be able to acquire such publicly traded securities. (e) Sections 12(b), (c), (d) and (e) of the Plan shall not apply to this Stock Award.

Termination of Employment or Service. (a) Any Except as set forth in this Section 4 or another written agreement between the Awardee and the Company, any unvested portion of the Stock Award shall be forfeited immediately when the Awardee has had a termination of Service or otherwise ceases to be an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to Awardee’s death, total and permanent disability, retirement or participation in the Company’s Workforce Management Program. Except as the Committee may otherwise determine, termination of the Awardee’s employment or service Service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate be determined without regard to whether such the Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Boardtermination. (b) Notwithstanding any provision in the Plan to the contrary, if an Awardee dies while an Employee, the Stock Award shall immediately vest in fullfull and be settled in accordance with Section 5 below. The vested portion of the Stock Award shall be delivered to the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to receive the vested Stock Award under the Awardee’s will or the laws of descent or distribution. (c) Notwithstanding any provision in the Plan to the contrary, if an the Awardee terminates employment Service due to (i) total and permanent disabilitydisability (a “Disability Termination”), due to retirement or (ii) an involuntary termination as part of a reduction in accordance with the Company’s local retirement policy or due to participation in force under the Company’s Workforce Management Program, the Stock Award shall immediately vest in fullfull and be settled in accordance with Section 5 below. (d) Notwithstanding any provision in the Plan to the contrary, if the Awardee is, or becomes eligible for, retirement in accordance with the Company’s local retirement policy as in effect on the Grant Date, any unvested portion of the Stock Award will be fully nonforfeitable as of the date of such retirement eligibility and be settled upon the earliest to occur of (i) the normal vesting dates set forth in Section 2 above, (ii) the Awardee’s death and (iii) a Change of Control, in accordance with Section 5 below. (e) In the event of a Change of Control of the Company (as defined in Section 15(c) of the Plan or any successor)Control, the Stock Award shall vest in full immediately prior to the closing of the transactionsuch Change of Control. The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the assumption, conversion, replacement or continuation shall be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued Stock Awards shall be able to acquire such publicly traded securities. (e) Sections 12(b), (c), (d) and (e) of the Plan shall not apply to this Stock Award.

Termination of Employment or Service. (a) Any unvested Stock Award shall be forfeited immediately when the Awardee ceases to be an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to Awardee’s death, total and permanent disability, retirement or participation except as described in the Company’s Workforce Management ProgramSections 4(b)-(e) below. Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Board. Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate. (b) Notwithstanding any provision in the Plan to the contrary, if an Awardee dies in the event of Awardee’s death while an Employeeemployed by the Company or its French Subsidiary, on the date of death, the Stock Award shall immediately vest in fullbecome fully vested and transferable to Awardee’s heirs. The vested portion Awardee’s heirs may request issuance of the underlying shares within six months of Awardee’s death. If Awardee’s heirs do not request the issuance of the underlying shares within six months of Awardee’s death, the Stock Award shall will be delivered to the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to receive the vested Stock Award under the Awardee’s will or the laws of descent or distributionforfeited. (c) Notwithstanding any provision in the Plan to the contrary, if an Awardee terminates employment due to total and permanent disability, disability or due to retirement in accordance with the Company’s local retirement policy or due to participation in the Company’s Workforce Management Programpolicy, the any unvested Stock Award shall immediately will continue to vest under the vesting schedule set forth in fullSection 2. (d) In the event of a Change of Control of the Company (as defined in Section 15(c) of the Plan or any successor), the Stock Award shall vest in full immediately prior to the closing of the transaction. The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the assumption, conversion, replacement or continuation shall be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued Stock Awards shall be able to acquire such publicly traded securities. If vesting occurs prior to the second anniversary of the date of grant provided in Section 1 above, the Stock Award will be disqualified and will no longer benefit from the favorable tax and social security treatment in France. (e) Notwithstanding any provision in the Plan to the contrary, if an Awardee ceases to be an Awardee Eligible to Vest as a result of participation in the Company’s Workforce Management Program, any unvested Stock Award will continue to vest under the vesting schedule set forth in Section 2. (f) Sections 12(b), (c), (d) and (e) of the Plan shall not apply to this Stock Award.

Termination of Employment or Service. (a) Any Except as set forth in this Section 4 or another written agreement between the Awardee and the Company, any unvested portion of the Stock Award shall be forfeited immediately when the Awardee has had a termination of Service or otherwise ceases to be an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to Awardee’s death, total and permanent disability, retirement or participation in the Company’s Workforce Management Program. Except as the Committee may otherwise determine, termination of the Awardee’s employment or service Service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate be determined without regard to whether such the Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Boardtermination. (b) Notwithstanding any provision in the Plan to the contrary, if an Awardee dies while an Employee, the Stock Award shall immediately vest in fullfull and be settled in accordance with Section 5 below. The vested portion of the Stock Award shall be delivered to the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to receive the vested Stock Award under the Awardee’s will or the laws of descent or distribution. (c) Notwithstanding any provision in the Plan to the contrary, if an the Awardee terminates employment Service due to (i) total and permanent disabilitydisability (a “Disability Termination”), due to retirement in accordance with the Company’s local retirement policy or due to participation in the Company’s Workforce Management Program(ii) an Involuntary Termination (as defined on Exhibit A), the Stock Award shall immediately vest in fullfull and be settled in accordance with Section 5 below; provided the Awardee will not be eligible for the vesting described in this Section 4(c) following an Involuntary Termination unless the Awardee has executed a general release of all claims that the Awardee may have against the Company and entities or persons affiliated with the Company, in the form prescribed and to be provided to the Awardee by the Company (the “Release”), and such Release becomes effective, on or before the sixtieth (60)th day following date of the Involuntary Termination. (d) In the event of a Change of Control of the Company (as defined in Section 15(c) of the Plan or any successor)Control, the Stock Award shall vest in full immediately prior to the closing of the transactionsuch Change of Control. The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the assumption, conversion, replacement or continuation shall be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued Stock Awards shall be able to acquire such publicly traded securities. (e) Sections 12(b). If the Stock Award is assumed, (c)converted, (d) and (e) or replaced in full by the successor corporation or a parent or subsidiary of the Plan successor in connection with a Change of Control, such assumed, converted or replaced Stock Award shall not apply be eligible to vest in accordance with the terms of this Stock AwardAward Agreement and any written change in control agreement or plan applicable to the Awardee (if any).

Termination of Employment or Service. (a) Any Except as set forth in this Section 4 or other written agreement with the Company, any unvested Stock Award shall be forfeited immediately when the Awardee has had a termination of his Service or otherwise ceases to be an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to Awardee’s death, total and permanent disability, retirement or participation in the Company’s Workforce Management Program. Except as the Committee may otherwise determine, termination of Awardee’s employment or service Service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate be determined without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Boardtermination. (b) Notwithstanding any provision in the Plan to the contrary, if an Awardee dies while an Employee, the Stock Award shall immediately vest in full. The vested portion of the Stock Award shall be delivered to the executor or administrator of the Awardee’s estate or, if November 0000 XXX Standard-Employees none, by the person(s) entitled to receive the vested Stock Award under the Awardee’s will or the laws of descent or distribution. (c) Notwithstanding any provision in the Plan to the contrary, if an Awardee terminates employment due to total and permanent disability, due to retirement in accordance with the Company’s local retirement policy disability or due to participation in the Company’s Workforce Management Program, the Stock Award shall immediately vest in full. (d) Notwithstanding any provision in the Plan to the contrary, if an Awardee is, or becomes eligible for, retirement in accordance with the Company’s local retirement policy as in effect on the date of grant of this Stock Award, any unvested Stock Award will be fully vested as of the date of such retirement eligibility and be settled upon the earliest to occur of (i) the normal vesting dates set forth in Section 2 above, (ii) the Awardee’s death and (iii) a Change of Control, in accordance with Section 5 below. (e) In the event of a Change of Control of the Company (as defined in Section 15(c) of the Plan or any successor)Control, the Stock Award shall vest in full immediately prior to the closing of the transaction. The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the assumption, conversion, replacement or continuation shall be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued Stock Awards shall be able to acquire such publicly traded securities. (e) Sections 12(b), (c), (d) and (e) of the Plan shall not apply to this Stock Award.

Termination of Employment or Service. (a) Any Except as set forth in this Section 4 or other written agreement with the Company, any unvested Stock Award shall be forfeited immediately when the Awardee has had a termination of his Service or otherwise ceases to be an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to Awardee’s death, total and permanent disability, retirement or participation in the Company’s Workforce Management Program. Except as the Committee may otherwise determine, termination of Awardee’s employment or service Service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate be determined without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Boardtermination. (b) Notwithstanding any provision in the Plan to the contrary, if an Awardee dies while an Employee, the Stock Award shall immediately vest in full. The vested portion of the Stock Award shall be delivered to the executor or administrator of the Awardee’s estate or, if November 0000 XXX Standard-Employees none, by the person(s) entitled to receive the vested Stock Award under the Awardee’s will or the laws of descent or distribution. (c) Notwithstanding any provision in the Plan to the contrary, if an Awardee terminates employment due to total and permanent disability, due to retirement in accordance with the Company’s local retirement policy disability or due to participation in the Company’s Workforce Management Program, the Stock Award shall immediately vest in full. (d) Notwithstanding any provision in the Plan to the contrary, if an Awardee is, or becomes eligible for, retirement in accordance with the Company’s local retirement policy as in effect on the date of grant of this Stock Award, any unvested Stock Award will be fully vested as of the date of such retirement eligibility and be settled upon the earliest to occur of (i) the normal vesting dates set forth in Section 2 above, (ii) the Awardee’s death and (iii) a Change of Control, in accordance with Section 5 below. (e) In the event of a Change of Control of the Company (as defined in Section 15(c) of the Plan or any successor)Control, the Stock Award shall vest in full immediately prior to the closing of the transaction. The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the assumption, conversion, replacement or continuation shall be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued Stock Awards shall be able to acquire such publicly traded securities. (e) Sections 12(b), (c), (d) and (e) of the Plan shall not apply to this Stock Award.

Termination of Employment or Service. (a) Any unvested Stock Award shall be forfeited immediately when the Awardee ceases to be an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to Awardee’s death, total and permanent disability, retirement or participation in the Company’s Workforce Management Program. Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for the Company or any Affiliate without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of the Company or any Subsidiary, the date such Awardee is no longer a member of the Board. (b) Notwithstanding any provision in the Plan to the contrary, if an Awardee dies while an EmployeeEmployee or after Awardee’s retirement in accordance with the Company’s local retirement policy, the Stock Award shall immediately vest in full. The vested portion of the Stock Award shall be delivered to the executor or administrator of the Awardee’s estate or, if none, by the person(s) entitled to receive the vested Stock Award under the Awardee’s will or the laws of descent or distribution. (c) Notwithstanding any provision in the Plan to the contrary, if an Awardee terminates employment due to total and permanent disability, due to retirement in accordance with the Company’s local retirement policy disability or due to participation in the Company’s Workforce Management Program, the Stock Award shall immediately vest in full. (d) Notwithstanding any provision in the Plan to the contrary, if an Awardee terminates employment due to retirement in accordance with the Company’s local retirement policy, any unvested Stock Award will continue to vest under the vesting schedule set forth in Section 2 above. In addition, except as the Committee or its designee shall determine otherwise, if Awardee becomes eligible to retire or retires in accordance with the Company’s local retirement policy, the Stock Award shall immediately vest as to that portion of the shares necessary to satisfy any Tax-Related Items (as described in Section 7 below) in connection with such eligibility for retirement or retirement and such shares shall be used to satisfy such Tax-Related Items (either by withholding in shares or forcing the sale of shares pursuant to the authority in this Stock Award Agreement, at the Company’s sole discretion). (e) In the event of a Change of Control of the Company (as defined in Section 15(c18(c) of the Plan or any successor), the Stock Award shall vest in full immediately prior to the closing of the transaction. The foregoing shall not apply where the Stock Award is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the assumption, conversion, replacement or continuation shall be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued Stock Awards shall be able to acquire such publicly traded securities. (e) Sections 12(b), (c), (d) and (e) of the Plan shall not apply to this Stock Award.