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

Vesting Upon a Change in Control. Upon a Change in Control of the Company (as defined in the Plan) with an effective date on or prior to the end date of the Performance Period, (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the effective date of the Change in Control of the Company; and (ii) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be based on the respective Total Shareholder Return of the Company and each of the Peer Companies over the Performance Period (using, for purposes of such Total Shareholder Return calculations, the 30 calendar day period immediately preceding the effective date of the Change in Control of the Company as the end month of the Performance Period) as certified by the Committee (or its successor). Upon a Change in Control of the Company (as defined in the Plan) with an effective date subsequent to the end date of the Performance Period, but prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the effective date of the Change in Control of the Company; and (ii) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee (or its successor). All shares of Company common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the effective date of such Change in Control of the Company, but no later than 60 days after such date; provided, however, that if the event constituting the Change in Control of the Company does not qualify as a change in effective ownership or control of the Company for purposes of Section 409A, then, pursuant to Section 13.2 of the Plan, such distribution shall be delayed until the earliest time that such distribution would be Permissible under Section 409A.

Vesting Upon a Change in Control. Upon a Change in Control of the Company (as defined in the Plan) with an effective date on or prior to the end date [five-year anniversary of the Performance Periodgrant date], (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the effective date of the Change in Control of the Company; and (ii) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be (A) based on the respective Total Shareholder Return of the Company and each of the Peer Companies over the Performance Period (using, for purposes of such Total Shareholder Return calculations, the 30 calendar day period immediately preceding the effective date of the Change in Control of the Company as the end ending month of the Performance Period) as certified by the Committee (or its successor). Upon a Change in Control of the Company (as defined in the Plan) with an effective date subsequent to the end date of the Performance Period, but prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of if the effective date of the Change in Control of the Company; and (ii) Company is prior to the completion of the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be Period, or (B) the Performance Multiple for the Performance Period as certified by the Committee (or its successor), if the effective date of the Change in Control of the Company is subsequent to the completion of the Performance Period. All shares of Company common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the effective date of such Change in Control of the Company, but no later than 60 days after such date; provided, however, that if the event constituting the Change in Control of the Company does not qualify as a change in effective ownership or control of the Company for purposes of Section 409A, then, pursuant to Section 13.2 of the Plan, such distribution shall be delayed until the earliest time that such distribution would be Permissible under Section 409A.

Vesting Upon a Change in Control. Upon a Change in Control of the Company (as defined in the Plan) with an effective date on or prior to the end date [five-year anniversary of the Performance Periodgrant date], (i) all forfeiture restrictions on the shares of Performance Units Stock granted hereunder shall lapse effective as of the effective date of the Change in Control of the Company; and (ii) the Performance Multiple to be applied to the number of shares of Performance Units Stock granted hereunder shall be (A) based on the respective Total Shareholder Return of the Company and each of the Peer Companies over the Performance Period (using, for purposes of such Total Shareholder Return calculations, the 30 calendar day period immediately preceding the effective date of the Change in Control of the Company as the end ending month of the Performance Period) as certified by the Committee (or its successor). Upon a Change in Control of the Company (as defined in the Plan) with an effective date subsequent to the end date of the Performance Period, but prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of if the effective date of the Change in Control of the Company; and (ii) Company is prior to the completion of the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be Period, or (B) the Performance Multiple for the Performance Period as certified by the Committee (or its successor). All , if the effective date of the Change in Control of the Company is subsequent to the completion of the Performance Period; and (iii) all shares of Company common stock represented by the shares of Performance Units Stock granted hereunder (as adjusted for the applicable Performance Multiple) shall be distributed released to you as soon as administratively practicable following the effective date of such Change in Control of the Company, but no later than 60 days after such date; provided, however, that if the event constituting the Change in Control of the Company does not qualify as a change in effective ownership or control of the Company for purposes of Section 409A, then, pursuant to Section 13.2 of the Plan, such distribution shall be delayed until the earliest time that such distribution would be Permissible under Section 409A..

Vesting Upon a Change in Control. Upon a Change in Control of the Company (as defined in the Plan) with an effective date on or prior to the end date [five-year anniversary of the Performance Periodgrant date], (i) all forfeiture restrictions on the shares of Performance Units Stock granted hereunder shall lapse effective as of the effective date of the Change in Control of the Company; and (ii) the Performance Multiple to be applied to the number of shares of Performance Units Stock granted hereunder shall be (A) based on the respective Total Shareholder Return of the Company and each of the Peer Companies over the Performance Period (using, for purposes of such Total Shareholder Return calculations, the 30 calendar day period immediately preceding the effective date of the Change in Control of the Company as the end ending month of the Performance Period) as certified by the Committee (or its successor). Upon a Change in Control of the Company (as defined in the Plan) with an effective date subsequent to the end date of the Performance Period, but prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of if the effective date of the Change in Control of the Company; and (ii) Company is prior to the completion of the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be Period, or (B) the Performance Multiple for the Performance Period as certified by the Committee (or its successor). All , if the effective date of the Change in Control of the Company is subsequent to the completion of the Performance Period; and (iii) all shares of Company common stock represented by the shares of Performance Units Stock granted hereunder (as adjusted for the applicable Performance Multiple) shall be distributed released to you as soon as administratively practicable following the effective date of such Change in Control of the Company, Company (but in no event later than 60 days after such date; provided, however, that if 2½ months following the event constituting end of the year in which the Change in Control of the Company does not qualify as a change in effective ownership or control of the Company for purposes of Section 409A, then, pursuant to Section 13.2 of the Plan, such distribution shall be delayed until the earliest time that such distribution would be Permissible under Section 409A.is effective).

Vesting Upon a Change in Control. Upon a Change in Control of the Company (as defined in the Plan) with an effective date on or prior to the end date of the Performance PeriodDecember 31, 2019, (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the effective date of the Change in Control of the Company; and (ii) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be based on the respective Total Shareholder Return of the Company and each of the Peer Companies over the Performance Period (using, for purposes of such Total Shareholder Return calculations, the 30 calendar day period immediately preceding the effective date of the Change in Control of the Company as the end ending month of the Performance Period) as certified by the Committee (or its successor). Upon a Change in Control of the Company (as defined in the Plan) with an effective date subsequent to the end date of the Performance PeriodDecember 31, but 2019 (and prior to the Vesting Date), (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the effective date of the Change in Control of the Company; and (ii) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee (or its successor). All shares of Company common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the effective date of such Change in Control of the Company, but no later than 60 days after such date; provided, however, that if the event constituting the Change in Control of the Company does not qualify as a change in effective ownership or control of the Company for purposes of Section 409A, then, pursuant to Section 13.2 of the Plan, such distribution shall be delayed until the earliest time that such distribution would be Permissible under Section 409A.

Vesting Upon a Change in Control. Upon a Change in Control of the Company (as defined in the Plan) with an effective date on or prior to the end date [five-year anniversary of the Performance Periodgrant date], (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the effective date of the Change in Control of the Company; and (ii) the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be (A) based on the respective Total Shareholder Return of the Company and each of the Peer Companies over the Performance Period (using, for purposes of such Total Shareholder Return calculations, the 30 calendar day period immediately preceding the effective date of the Change in Control of the Company as the end ending month of the Performance Period) as certified by the Committee (or its successor). Upon a Change in Control of the Company (as defined in the Plan) with an effective date subsequent to the end date of the Performance Period, but prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of if the effective date of the Change in Control of the Company; and (ii) Company is prior to the completion of the Performance Multiple to be applied to the number of Performance Units granted hereunder shall be Period, or (B) the Performance Multiple for the Performance Period as certified by the Committee (or its successor), if the effective date of the Change in Control of the Company is subsequent to the completion of the Performance Period. All shares of Company common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the effective date of such Change in Control of the Company, Company (but in no event later than 60 days after following such date); provided, however, that if the event constituting the Change in Control of the Company does not qualify as a comply with the then-effective definition of "change in effective ownership or control of the Company control" for purposes of a distribution under Section 409A409A of the Code, then, pursuant to Section 13.2 of the Plan, such distribution shall be delayed until the earliest time that such distribution would be Permissible under Section 409A.

Vesting Upon a Change in Control. Upon Notwithstanding anything herein to the contrary, upon the occurrence of a Change in Control of the Company (as defined in the Plan) with an effective date on or prior to the end date of the Performance PeriodCycle, (i) all forfeiture restrictions on the Participant shall vest in the Vesting Percentage of the Performance Units granted hereunder as determined under this Paragraph 8, unless the Performance Units were previously forfeited or vested in accordance with Paragraphs 5, 6, 7 or 8, as applicable. The Committee shall lapse effective determine the Vesting Percentage pursuant to Paragraph 3 as of though the last regular trading date immediately prior to the effective date of the Change in Control was the last day of the Company; Performance Cycle (such Vesting Percentage, the “Change in Control Vesting Percentage”), and the Committee shall determine the Final Payout Value as follows: (iia) If, as of the Performance Multiple to date of the Change in Control, the Aggregate Banked Vesting Percentage is zero, the Final Payout Value shall be applied to determined by multiplying (i) the number of Performance Units granted hereunder shall be based under this Award Agreement, (ii) the greater of (A) the Change in Control Vesting Percentage or (B) one hundred percent (100%), and (iii) the average of the daily closing price of a share of Common Stock during the final thirty (30) calendar days ending on the respective Total Shareholder Return of the Company and each of the Peer Companies over the Performance Period (using, for purposes of such Total Shareholder Return calculations, the 30 calendar last trading day period immediately preceding the effective date of the Change in Control of the Company as the end month of the Performance PeriodControl; (b) as certified by the Committee (or its successor). Upon a Change in Control of the Company (as defined in the Plan) with an effective date subsequent to the end date of the Performance PeriodIf, but prior to the Vesting Date, (i) all forfeiture restrictions on the Performance Units granted hereunder shall lapse effective as of the effective date of the Change in Control Control, the 50% Incremental Banked Vesting Percentage or the 100% Banked Vesting Percentages had been achieved in respect of the Company; and (ii) a prior calendar quarter during the Performance Multiple Cycle pursuant to be applied to the number of Performance Units granted hereunder shall be the Performance Multiple for the Performance Period as certified by the Committee (or its successor). All shares of Company common stock represented by the Performance Units granted hereunder (as adjusted for the applicable Performance Multiple) shall be distributed to you as soon as administratively practicable following the effective date of such Change in Control of the CompanyParagraph 3, but no later than 60 days after such date; provided, however, that if the event constituting and the Change in Control of the Company Vesting Percentage does not qualify as a change in effective ownership or control of exceed 100%, then the Company for purposes of Section 409A, then, pursuant to Section 13.2 of Final Payout Value will equal the Plan, such distribution shall be delayed until the earliest time that such distribution would be Permissible under Section 409A.Aggregate Banked Value; or