Common use of Termination Prior to a Change in Control Clause in Contracts

Termination Prior to a Change in Control. If, prior to the Determination Date and prior to a Change in Control, the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number shall be determined (or that of the Participant’s designated beneficiary in the event of the Participant’s death) in accordance with Exhibit 1, and the Participant shall at the time of such termination be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the lesser of 36 or the number of full months completed since January 1, 2010 as of the date of such termination, and the denominator of which is 36. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(c), if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated (or, if the Participant’s Continuous Service is terminated on or after January 1, 2013, March 15, 2013). If the Participant becomes entitled to any shares of Stock under this Section 3(c), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Prior to a Change in Control. If, prior to the Determination Date and prior to a Change in Control, the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number shall be determined (or that of the Participant’s designated beneficiary in the event of the Participant’s death) in accordance with Exhibit 1, and the Participant shall at the time of such termination be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the lesser of 36 or the number of full months completed since January 1, 2010 2011 as of the date of such termination, and the denominator of which is 36. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(c), if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated (or, if the Participant’s Continuous Service is terminated on or after January 1, 20132014, March 15, 20132014). If the Participant becomes entitled to any shares of Stock under this Section 3(c), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Prior to a Change in Control. If, prior to the Determination Date and prior to a Change in Control, the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number shall be determined (or that of the Participant’s designated beneficiary in the event of the Participant’s death) in accordance with Exhibit 1, and the Participant shall at the time of such termination be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the lesser of 36 or the number of full months completed since January 1, 2010 2016 as of the date of such termination, and the denominator of which is 36. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(c), if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated (or, if the Participant’s Continuous Service is terminated on or after January 1, 20132019, March 15, 20132019). If the Participant becomes entitled to any shares of Stock under this Section 3(c), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Prior to a Change in Control. If, prior to the Determination Date and prior to a Change in Control, the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number shall be determined (or that of the Participant’s designated beneficiary in the event of the Participant’s death) in accordance with Exhibit 1, and the Participant shall at the time of such termination be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the lesser of 36 or the number of full months completed since January 1, 2010 2014 as of the date of such termination, and the denominator of which is 36. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(c), if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated (or, if the Participant’s Continuous Service is terminated on or after January 1, 20132017, March 15, 20132017). If the Participant becomes entitled to any shares of Stock under this Section 3(c), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Prior to a Change in Control. If, prior to the Determination Date and prior to a Change in Control, the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number shall be determined (or that of the Participant’s designated beneficiary in the event of the Participant’s death) in accordance with Exhibit 1, and the Participant shall at the time of such termination be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the lesser of 36 or the number of full months completed since January 1, 2010 2012 as of the date of such termination, and the denominator of which is 36. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(c), if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated (or, if the Participant’s Continuous Service is terminated on or after January 1, 20132015, March 15, 20132015). If the Participant becomes entitled to any shares of Stock under this Section 3(c), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Prior to a Change in Control. If, prior to the Determination Date and prior to a Change in Control, the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number shall be determined (or that of the Participant’s designated beneficiary in the event of the Participant’s death) in accordance with Exhibit 1, and the Participant shall at the time of such termination be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the lesser of 36 or the number of full months completed since January 1, 2010 as of the date of such termination, and the denominator of which is 36. Subject to Section 3(f), all All shares of Stock to be issued to the Participant under this Section 3(c), if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated (or, if the Participant’s Continuous Service is terminated on or after January 1, 2013, March 15, 2013)terminated. If the Participant [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission. becomes entitled to any shares of Stock under this Section 3(c), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Prior to a Change in Control. If, prior to the Determination Date and prior to a Change in Control, the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number shall be determined (or that of the Participant’s designated beneficiary in the event of the Participant’s death) in accordance with Exhibit 1, and the Participant shall at the time of such termination be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the lesser of 36 or the number of full months completed since January 1, 2010 2015 as of the date of such termination, and the denominator of which is 36. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(c), if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated (or, if the Participant’s Continuous Service is terminated on or after January 1, 20132018, March 15, 20132018). If the Participant becomes entitled to any shares of Stock under this Section 3(c), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Prior to a Change in Control. If, prior to the Determination Date and prior to a Change in Control, the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number shall be determined (or that of the Participant’s designated beneficiary in the event of the Participant’s death) in accordance with Exhibit 1, and the Participant shall at the time of such termination be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the lesser of 36 or the number of full months completed since January 1, 2010 2013 as of the date of such termination, and the denominator of which is 36. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(c), if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated (or, if the Participant’s Continuous Service is terminated on or after January 1, 20132016, March 15, 20132016). If the Participant becomes entitled to any shares of Stock under this Section 3(c), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.