Common use of Treatment Upon a Change in Control Clause in Contracts

Treatment Upon a Change in Control. Notwithstanding anything contained in Section 8 of the Plan or any similar provision of a Prior Plan (or the award agreements thereunder), following a Change in Control, all TRSUs granted to Grantee under this Agreement or granted to Grantee prior to the date hereof under the Plan or the Prior Plans and outstanding at the time of the Change in Control and which have not previously vested shall be administered as set forth herein. If the Corporation is not the surviving entity, all unvested TRSUs shall be converted into TRSUs of the surviving entity’s common stock at the applicable exchange ratio on the date of the Change in Control (or shall be otherwise adjusted as contemplated by Section 4.4(b) of the Plan or a similar provision of a Prior Plan) in a manner approved by the Committee or the Board. The TRSUs shall continue to vest under the vesting schedule in effect immediately prior to the Change in Control. If, on or following the effective date of the Change in Control, Grantee’s employment is involuntarily terminated without Cause or Grantee terminates employment for Good Reason, any unvested TRSUs granted hereunder or granted prior to the date hereof under the Plan or any Prior Plan automatically shall 100% vest and be converted into shares of Common Stock (or the common stock of the surviving entity, as applicable), subject to compliance with the Release requirement set forth in Section 4 above, with settlement to occur within seven days following the expiration of all revocation periods (and carried over to the second calendar year if the 60-day period spans two calendar years), subject to any required delay pursuant to Section 14 below. Following a Change in Control, Grantee’s rights upon Retirement, death and Disability as set forth in Section 4 shall apply with respect to all unvested TRSUs, whether granted hereunder or prior to the date hereof.

Treatment Upon a Change in Control. Notwithstanding anything contained in Section 8 of the Plan or any similar provision of a Prior Plan (or the award agreements thereunder), following a Change in Control, all TRSUs PRSUs granted to Grantee under this Agreement or granted to Grantee prior to the date hereof under the Plan or the Prior Plans and outstanding at the time of the Change in Control and for which performance results have not previously vested been measured in the ordinary course prior to such Change in Control shall be administered as set forth herein. If the Corporation is not the surviving entity, all unvested TRSUs Earned PRSUs (determined as set forth below) shall be converted into TRSUs PRSUs of the surviving entity’s common stock at the applicable exchange ratio on the date of the Change in Control (or shall be otherwise adjusted as contemplated by Section 4.4(b) of the Plan or a similar provision of a Prior Plan) in a manner approved by the Committee or the Board. The TRSUs shall continue to vest under As of the vesting schedule in effect immediately latest practicable date prior to the consummation of such Change in Control, the performance goals applicable to such PRSUs shall be measured and the number of shares subject to such PRSUs from and after the date of consummation of the Change in Control shall equal the greater of (a) the Target Shares (100% of the number of PRSUs set forth in Section 1 of this Agreement or the number of shares subject to a PRSU granted under a Prior Plan that would be earned assuming performance goals applicable to any incomplete performance periods are deemed achieved at target levels), and (b) the number of shares of Common Stock that would have been earned based on the actual performance of the Corporation measured through the latest practicable date prior to the date of consummation of the Change in Control (which, unless otherwise determined by the Committee, shall be the most recently completed calendar quarter) (such higher number, the “Earned PRSUs”), as determined by the Committee prior to such Change in Control. Following the date of consummation of the Change in Control, the Earned PRSUs shall vest and be subject to forfeiture based on Grantee’s continued service through the last day of the Restricted Period. If, on or following the effective date of the Change in Control, Grantee’s employment is involuntarily terminated without Cause or Grantee terminates employment for Good Reason, any unvested TRSUs the Earned PRSUs granted hereunder under this Agreement or granted prior to the date hereof under the Plan or any Prior Plan automatically shall 100% vest and be converted into shares as of Common Stock (or the common stock of the surviving entity, as applicable)Grantee’s employment termination date, subject to compliance with the Release requirement set forth in Section 4 above, with settlement to occur and the shares of Common Stock in respect thereof shall be issued within seven days following the expiration of all revocation periods (and carried over to the second calendar year if the 60-day period spans two calendar years), subject to any required delay pursuant to Section 14 below. Following a Change in Control, Grantee’s rights upon Retirement, death and Disability as set forth in Section 4 shall apply with respect to all unvested TRSUsthe Earned PRSUs, whether granted hereunder or granted prior to the date hereof.

Treatment Upon a Change in Control. Notwithstanding anything contained in Section 8 of the Plan or any similar provision of a Prior Plan (or the award agreements thereunder), following a Change in Control, all TRSUs PRSUs granted to Grantee under this Agreement or granted to Grantee prior to the date hereof under the Plan or the Prior Plans and outstanding at the time of the Change in Control and for which performance results have not previously vested been measured in the ordinary course prior to such Change in Control shall be administered as set forth herein. If the Corporation is not the surviving entity, all unvested TRSUs Earned PRSUs (determined as set forth below) shall be converted into TRSUs PRSUs of the surviving entity’s common stock at the applicable exchange ratio on the date of the Change in Control (or shall be otherwise adjusted as contemplated by Section 4.4(b) of the Plan or a similar provision of a Prior Plan) in a manner approved by the Committee or the Board. The TRSUs shall continue to vest under As of the vesting schedule in effect immediately latest practicable date prior to the consummation of such Change in Control, the performance goals applicable to such PRSUs shall be measured and the number of shares subject to such PRSUs from and after the date of consummation of the Change in Control shall equal the greater of (a) the Target Shares (100% of the number of PRSUs set forth in Section 1 of this Agreement or the number of shares subject to a PRSU granted under a Prior Plan that would be earned assuming performance goals applicable to any incomplete performance periods are deemed achieved at target levels), and (b) the number of shares of Common Stock that would have been earned based on the actual performance of the Corporation measured through the latest practicable date prior to the date of consummation of the Change in Control (which, unless otherwise determined by the Committee, shall be the most recently completed calendar quarter) (such higher number, the “Earned PRSUs”), as determined by the Committee prior to such Change in Control. Following the date of consummation of the Change in Control, the Earned PRSUs shall vest and be subject to forfeiture based on Grantee’s continued service through the last day of the Restricted Period. If, on or following the effective date of the Change in Control, Grantee’s employment is involuntarily terminated without Cause or Grantee terminates employment for Good Reason, any unvested TRSUs the Earned PRSUs granted hereunder under this Agreement or granted prior to the date hereof under the Plan or any Prior Plan automatically Plans shall 100% vest and be converted into shares as of Common Stock (or the common stock of the surviving entity, as applicable)Grantee’s employment termination date, subject to compliance with the Release requirement set forth in Section 4 above, with settlement to occur and the shares of Common Stock in respect thereof shall be issued within seven days following the expiration of all revocation periods (and carried over to the second calendar year if the 60-day period spans two calendar years), subject to any required delay pursuant to Section 14 below. Following a Change in Control, Grantee’s rights upon Retirement, death and Disability as set forth in Section 4 shall apply with respect to all unvested TRSUsthe Earned PRSUs, whether granted hereunder or granted prior to the date hereof.

Treatment Upon a Change in Control. Notwithstanding anything contained in Section 8 of the Plan or any similar provision of a Prior Plan (or the award agreements thereunder)4 herein, following a Change in ControlControl after the Effective Date, all TRSUs PRSUs granted to Grantee under this Agreement or granted to Grantee prior to the date hereof under the Plan or the Prior Plans and outstanding at the time of the Change in Control and for which performance results have not previously vested been measured in the ordinary course prior to such Change in Control shall be administered as set forth herein. If the Corporation is not the surviving entity, all unvested TRSUs Earned PRSUs (determined as set forth below) shall be converted into TRSUs PRSUs of the surviving entity’s common stock at the applicable exchange ratio on the date of the Change in Control (or shall be otherwise adjusted as contemplated by Section 4.4(b) of the Plan or a similar provision of a Prior Plan) in a manner approved by the Committee or the Board. The TRSUs shall continue to vest under As of the vesting schedule in effect immediately latest practicable date prior to the consummation of such Change in Control, the performance goals applicable to such PRSUs shall be measured and the number of shares subject to such PRSUs from and after the date of consummation of the Change in Control shall equal the greater of (a) the Target Shares (100% of the number of PRSUs set forth in Section 1 of this Agreement, and (b) the number of shares of Common Stock that would have been earned based on the actual performance of the Corporation measured through the latest practicable date prior to the date of consummation of the Change in Control (which, unless otherwise determined by the Committee, shall be the most recently completed calendar quarter) (such higher number, the “Earned PRSUs”), as determined by the Committee prior to such Change in Control. Following the date of consummation of the Change in Control, the Earned PRSUs shall vest and be subject to forfeiture based on Grantee’s Continuous Service through the last day of the Restricted Period. If, on or during the two-year period following the effective date of the Change in Control, Grantee’s employment is involuntarily terminated without Cause or Grantee terminates employment for Good Reason, any unvested TRSUs the Earned PRSUs granted hereunder or granted prior to under this Agreement shall vest in full as of Grantee’s employment termination date, and the date hereof under the Plan or any Prior Plan automatically shall 100% vest and be converted into shares of Common Stock (or the common stock of the surviving entity, as applicable), subject to compliance with the Release requirement set forth ) in Section 4 above, with settlement to occur respect thereof shall be issued within seven 30 days following the expiration Grantee’s termination of all revocation periods (and carried over to the second calendar year if the 60-day period spans two calendar years)employment, subject to any required delay pursuant to Section 14 below. Following a Change in Control, Grantee’s rights upon in respect of Retirement, death and Disability as set forth in Section 4 shall apply with respect to all unvested TRSUsPRSUs granted hereunder, whether granted hereunder or prior including any proration, shall continue to apply to the date hereofPRSUs.

Treatment Upon a Change in Control. Notwithstanding anything contained in Section 8 of the Plan or any similar provision of a Prior Plan (or the award agreements thereunder)Plan, following a Change in ControlControl after the Effective Date, all TRSUs PRSUs granted to Grantee under this Agreement or granted to Grantee prior to the date hereof under the Plan or the Prior Plans and outstanding at the time of the Change in Control and which have not previously vested shall be administered as set forth herein. If the Corporation is not the surviving entity, all unvested TRSUs Earned PRSUs (determined as set forth below) shall be converted into TRSUs PRSUs of the surviving entity’s common stock at the applicable exchange ratio on the date of the Change in Control (or shall be otherwise adjusted as contemplated by Section 4.4(b) of the Plan or a similar provision of a Prior Plan) in a manner approved by the Committee or the Board. The TRSUs shall continue to vest under As of the vesting schedule in effect immediately latest practicable date prior to the consummation of such Change in Control, the performance goals applicable to such PRSUs shall be measured and the number of shares subject to such PRSUs from and after the date of consummation of the Change in Control shall equal the greater of (a) the Target Shares (100% of the number of PRSUs set forth in Section 1 of this Agreement that would be earned assuming performance goals applicable to any incomplete performance periods are deemed achieved at target levels), and (b) the number of shares of Common Stock that would have been earned based on the actual performance of the Corporation measured through the latest practicable date prior to the date of consummation of the Change in Control (which, unless otherwise determined by the Committee, shall be the most recently completed calendar quarter) (such higher number, the “Earned PRSUs”), as determined by the Committee prior to such Change in Control. Following the date of consummation of the Change in Control, the Earned PRSUs shall vest and be subject to forfeiture based on Grantee’s continued service through the last day of the Restricted Period. If, on or during the two-year period following the effective date of the Change in Control, Grantee’s employment is involuntarily terminated without Cause or Grantee terminates employment for Good Reason, any unvested TRSUs the Earned PRSUs granted hereunder or granted prior to under this Agreement shall vest in full as of Grantee’s employment termination date, and the date hereof under the Plan or any Prior Plan automatically shall 100% vest and be converted into shares of Common Stock (or the common stock of the surviving entity, as applicable), subject to compliance with the Release requirement set forth ) in Section 4 above, with settlement to occur respect thereof shall be issued within seven 30 days following the expiration Grantee’s termination of all revocation periods (and carried over to the second calendar year if the 60-day period spans two calendar years)employment, subject to any required delay pursuant to Section 14 below. Following a Change in Control, Grantee’s rights upon in respect of Retirement, death and Disability as set forth in Section 4 shall apply with respect to all unvested TRSUs, whether PRSUs granted hereunder or (and with respect to PRSUs granted prior to the date hereof, the terms applicable upon retirement, death and disability as set forth in the award agreement applicable to such PRSUs), including any proration, shall continue to apply to the PRSUs.