Common use of Vesting Upon Change in Control Clause in Contracts

Vesting Upon Change in Control. Upon a Change in Control occurring during the Measurement Period and prior to the Recipient’s termination of employment with the Company and its Affiliates, the Restricted Stock Units may be assumed or replaced by the Company or its successor for a substantially similar equity or cash incentive award that (i) is based on the Target number of Restricted Stock Units and (ii) will be subject only to service-based vesting through a date not later than the Measurement Date. If such Restricted Stock Units are assumed or replaced in a Change in Control and the Recipient’s employment with the Company or its successor is terminated without Cause or by the Recipient for Good Reason (as defined in the Recipient’s employment agreement with the Company, to the extent applicable) prior to the Measurement Date, the assumed or replaced award shall become fully vested based on the Target level of performance on the date of such termination of employment and shall be paid to Recipient as soon as administratively feasible thereafter (but in no event later than March 15 of the year following the year in which the such termination of employment occurs). To the extent any Restricted Stock Units are not assumed or replaced by the Company or its successor upon a Change in Control as set forth above (including any Restricted Stock Units that remain outstanding under Sections 5(a), 5(b), 5(c) and 5(d)), or the Recipient’s employment is terminated without cause effective as of the consummation of such Change in Control, then the Restricted Stock Units shall become immediately vested on the date of such Change in Control and shall be paid to the Recipient as soon as administratively feasible thereafter (but in no event later than March 15 of the year following the year in which such Change in Control occurs), with the number of Restricted Stock Units that shall become vested being determined as follows: (i) the Target number of Restricted Stock Units for the Cumulative Adjusted EBITDA portion of the Award, and (ii) the number of Restricted Stock Units based on actual performance level for the Relative TSR portion of the Award, with the Measurement Date being the date of the consummation of such Change in Control.

Vesting Upon Change in Control. Upon a Change in Control occurring during the Measurement Period and prior to the Recipient’s termination of employment with the Company and its Affiliates, the Restricted Stock Units may be assumed or replaced by the Company or its successor for a substantially similar equity or cash incentive award that (i) is based on the Target number of Restricted Stock Units and (ii) will be subject only to service-based vesting through a date not later than the Measurement Date. If such Restricted Stock Units are assumed or replaced in a Change in Control and the Recipient’s employment with the Company or its successor is terminated without Cause or by the Recipient for Good Reason (as defined in the Recipient’s employment agreement with the Company, to the extent applicable) prior to the Measurement Date, the assumed or replaced award shall become fully vested based on the Target level of performance on the date of such termination of employment and shall be paid to Recipient as soon as administratively feasible thereafter (but in no event later than March 15 of the year following the year in which the such termination of employment occurs). To the extent any Restricted Stock Units are not assumed or replaced by the Company or its successor upon a Change in Control as set forth above (including any Restricted Stock Units that remain outstanding under Sections 5(a), 5(b), 5(c) and 5(d5(c)), or the Recipient’s employment is terminated without cause effective as of the consummation of such Change in Control, then the Target number of Restricted Stock Units shall become immediately vested on the date of such Change in Control and shall be paid to the Recipient as soon as administratively feasible thereafter (but in no event later than March 15 of the year following the year in which such Change in Control occurs), with the number of Restricted Stock Units that shall become vested being determined as follows: (i) the Target number of Restricted Stock Units for the Cumulative Adjusted EBITDA portion of the Award, and (ii) the number of Restricted Stock Units based on actual performance level for the Relative TSR portion of the Award, with the Measurement Date being the date of the consummation of such Change in Control.

Vesting Upon Change in Control. Upon a Change in Control occurring during the Measurement Period and prior to the Recipient’s termination of employment with the Company and its Affiliates, the Restricted Stock Units may be assumed or replaced by the Company or its successor for a substantially similar equity or cash incentive award that (i) is based on the Target number of Restricted Stock Units and (ii) will be subject only to service-based vesting through a date not later than the Measurement Date. If such Restricted Stock Units are assumed or replaced in a Change in Control and the Recipient’s employment with the Company or its successor is terminated without Cause or by the Recipient for Good Reason (as defined in the Recipient’s employment agreement with the Company, to the extent applicable) prior to the Measurement Date, the assumed or replaced award shall become fully vested based on the Target level of performance on the date of such termination of employment and shall be paid to Recipient as soon as administratively feasible thereafter (but in no event later than March 15 of the year following the year in which the such termination of employment occurs). To the extent any Restricted Stock Units are not assumed or replaced by the Company or its successor upon a Change in Control as set forth above (including any Restricted Stock Units that remain outstanding under Sections 5(a), 5(b), 5(c) and 5(d)), or the Recipient’s employment is terminated without cause effective as of the consummation of such Change in Control, then the Target number of Restricted Stock Units shall become immediately vested on the date of such Change in Control and shall be paid to the Recipient as soon as administratively feasible thereafter (but in no event later than March 15 of the year following the year in which such Change in Control occurs), with the number of Restricted Stock Units that shall become vested being determined as follows: (i) the Target number of Restricted Stock Units for the Cumulative Adjusted EBITDA portion of the Award, and (ii) the number of Restricted Stock Units based on actual performance level for the Relative TSR portion of the Award, with the Measurement Date being the date of the consummation of such Change in Control.

Vesting Upon Change in Control. Upon a Change in Control occurring during from the Measurement Period Grant Date until the third anniversary of the Grant Date and prior to the Recipient’s termination of employment with the Company and its Affiliates, (i) the Performance Threshold shall be deemed achieved and (ii) all unvested Restricted Stock Units may be assumed or replaced by the Company or its successor for with a substantially similar equity or cash incentive award that (i) is based on and the Target number of same vesting terms as the unvested Restricted Stock Units and (ii) will be subject only to service-based vesting through a date not later than the Measurement DateUnits. If such unvested Restricted Stock Units are assumed or replaced in a Change in Control and the Recipient’s employment with the Company or its successor is terminated without Cause or by the Recipient for Good Reason (as defined in the Recipient’s employment agreement with the Company, to the extent applicable) prior to the Measurement third anniversary of the Grant Date, the assumed or replaced award shall become fully vested based on the Target level of performance on the date of such termination of employment and shall be paid to Recipient as soon as administratively feasible thereafter (but in no event later than March 15 of the year following the year in which the such termination of employment occurs). To the extent any unvested Restricted Stock Units are not assumed or replaced by the Company or its successor upon a Change in Control as set forth above (including any Restricted Stock Units that remain outstanding under Sections 5(a), 5(b), 5(c) and 5(d)), or the Recipient’s employment is terminated without cause effective as of the consummation of such Change in Controlabove, then the such unvested Restricted Stock Units shall immediately become immediately vested on the date of such Change in Control and shall be paid to the Recipient as soon as administratively feasible thereafter (but in no event later than March 15 of the year following the year in which such Change in Control occurs), with the number of Restricted Stock Units that shall become vested being determined as follows: (i) the Target number of Restricted Stock Units for the Cumulative Adjusted EBITDA portion of the Award, and (ii) the number of Restricted Stock Units based on actual performance level for the Relative TSR portion of the Award, with the Measurement Date being the date of the consummation of such Change in Control.

Vesting Upon Change in Control. Upon a Change in Control (determined without regard to whether such event is a “change in control event” with respect to the Company for purposes of Code Section 409A(a)(2)(A)(v)) occurring during from the Measurement Period Grant Date until the third anniversary of the Grant Date and prior to the Recipient’s termination of employment with the Company and its Affiliates, the all unvested Restricted Stock Units may be assumed or replaced by the Company or its successor for with a substantially similar equity or cash incentive award that (i) is based on and the Target number of same vesting terms as the unvested Restricted Stock Units and (ii) will be subject only to service-based vesting through a date not later than the Measurement DateUnits. If such unvested Restricted Stock Units are assumed or replaced in such a Change in Control and the Recipient’s employment with the Company or its successor is terminated without Cause or by the Recipient for Good Reason (as defined in the Recipient’s employment agreement with the Company, to the extent applicable) prior to the Measurement Datethird anniversary of the Grant Date (a “CIC Termination”), the assumed or replaced award shall become fully vested based on the Target level of performance on the date of such termination of employment and shall be paid to Recipient (i) if such CIC Termination occurs prior to the second anniversary of such Change in Control, as soon as administratively feasible thereafter (but in no event later than March 15 of the year sixty (60) days following the year in which the date that such termination of employment occurs)) or (ii) if such CIC Termination occurs following the second anniversary of such Change in Control, in accordance with the schedule set forth in Section 4 above, as if the Recipient had remained employed with the Company through the third anniversary of the Grant Date. To the extent any unvested Restricted Stock Units are not assumed or replaced by the Company or its successor upon such a Change in Control as set forth above (including any Restricted Stock Units that remain outstanding under Sections 5(a), 5(b), 5(c) and 5(d)), or the Recipient’s employment is terminated without cause effective as of the consummation of then such Change in Control, then the unvested Restricted Stock Units shall immediately become immediately vested on the date of such Change in Control and shall be paid to the Recipient as soon as administratively feasible thereafter (but in no event later than March 15 of the year sixty (60) days following the year in which date that such Change in Control occurs). Notwithstanding anything set forth in this Section 6 to the contrary, if such Change in Control is not a “change in control event” with respect to the number Company for purposes of Code Section 409A(a)(2)(A)(v), then the Restricted Stock Units that shall become vested being determined upon a Change in Control or a CIC Termination, as follows: (i) applicable, in accordance with this Section 6 shall not be paid upon such vesting event as described in this Section 6, and shall instead be paid to the Target number of Restricted Stock Units for Recipient in accordance with the Cumulative Adjusted EBITDA portion schedule set forth in Section 4 above, as if the Recipient had remained employed with the Company through the third anniversary of the Award, and (ii) the number of Restricted Stock Units based on actual performance level for the Relative TSR portion of the Award, with the Measurement Grant Date being the or upon any earlier permissible payment date of the consummation of such Change in Control.under Code Section 409A.

Vesting Upon Change in Control. Upon a Change in Control (determined without regard to whether such event is a “change in control event” with respect to the Company for purposes of Code Section 409A(a)(2)(A)(v)) occurring during the Measurement Vesting Period and prior to the Recipient’s termination of employment with the Company and its Affiliates, the all unvested Restricted Stock Units may be assumed or replaced by the Company or its successor for with a substantially similar equity or cash incentive award that (i) is based on and the Target number of same vesting terms as the unvested Restricted Stock Units and (ii) will be subject only to service-based vesting through a date not later than the Measurement DateUnits. If such unvested Restricted Stock Units are assumed or replaced in such a Change in Control and the Recipient’s employment with the Company or its successor is terminated without Cause or by the Recipient for Good Reason (as defined in the Recipient’s employment agreement with the Company, to the extent applicable) prior to the Measurement DateFinal Vesting (a “CIC Termination”), the assumed or replaced award shall become fully vested based on the Target level of performance on the date of such termination of employment and shall be paid to Recipient as soon as administratively feasible thereafter (but in no event later than March 15 of the year sixty (60) days following the year in which the date that such termination of employment occurs). To the extent any unvested Restricted Stock Units are not assumed or replaced by the Company or its successor upon such a Change in Control as set forth above (including any Restricted Stock Units that remain outstanding under Sections 5(a5(b) and 5(c), 5(b), 5(c) and 5(d)), or the Recipient’s employment is terminated without cause effective as of the consummation of then such Change in Control, then the unvested Restricted Stock Units shall immediately become immediately vested on the date of such Change in Control and shall be paid to the Recipient as soon as administratively feasible thereafter (but in no event later than March 15 of the year sixty (60) days following the year in which date that such Change in Control occurs). Notwithstanding anything set forth in this Section 6 to the contrary, to the extent that the Recipient is a “Deferred Compensation Recipient” (as defined below), then (a) if the Restricted Stock Units become vested as a result of a CIC Termination that occurs after the second anniversary of a Change in Control, the vested Restricted Stock Units shall not be paid upon such vesting event as described in this Section 6, and shall instead be paid to the Recipient in accordance with the number schedule set forth in Section 4 above, as if the Recipient had remained employed with the Company through the Final Vesting or upon any earlier permissible payment date under Code Section 409A and (b) if such Change in Control is not a “change in control event” with respect to the Company for purposes of Code Section 409A(a)(2)(A)(v), then the Restricted Stock Units that shall become vested being upon a Change in Control or a CIC Termination, as applicable, in accordance with this Section 6 shall not be paid upon such vesting event as described in this Section 6, and shall instead be paid to the Recipient in accordance with the schedule set forth in Section 4 above, as if the Recipient had remained employed with the Company through the Final Vesting or upon any earlier permissible payment date under Code Section 409A. For purposes of this Agreement, “Deferred Compensation Recipient” means a Recipient, as determined as follows: on the Grant Date, who (i) has reached or will reach his or her Early Retirement Date or Normal Retirement Date at a time when the Target number attainment of such status will result in the Restricted Stock Units being treated as “nonqualified deferred compensation” for the Cumulative Adjusted EBITDA portion purposes of the AwardCode Section 409A, and or (ii) otherwise is entitled to special vesting terms such that the number of Restricted Stock Units based on actual performance level will be treated as “nonqualified deferred compensation” for the Relative TSR portion purposes of the Award, with the Measurement Date being the date of the consummation of such Change in Control.Code Section 409A.

Vesting Upon Change in Control. Upon a Change in Control occurring during from the Measurement Period Grant Date until the third anniversary of the Grant Date and prior to the Recipient’s termination of employment with the Company and its Affiliates, the all unvested Restricted Stock Units may be assumed or replaced by the Company or its successor for with a substantially similar equity or cash incentive award that (i) is based on and the Target number of same vesting terms as the unvested Restricted Stock Units and (ii) will be subject only to service-based vesting through a date not later than the Measurement DateUnits. If such unvested Restricted Stock Units are assumed or replaced in a Change in Control and the Recipient’s employment with the Company or its successor is terminated without Cause or by the Recipient for Good Reason (as defined in the Recipient’s employment agreement with the Company, to the extent applicable) prior to the Measurement third anniversary of the Grant Date, the assumed or replaced award shall become fully vested based on the Target level of performance on the date of such termination of employment and shall be paid to Recipient as soon as administratively feasible thereafter (but in no event later than March 15 of the year following the year in which the such termination of employment occurs). To the extent any unvested Restricted Stock Units are not assumed or replaced by the Company or its successor upon a Change in Control as set forth above (including any Restricted Stock Units that remain outstanding under Sections 5(a), 5(b), 5(c) and 5(d)), or the Recipient’s employment is terminated without cause effective as of the consummation of such Change in Controlabove, then the such unvested Restricted Stock Units shall immediately become immediately vested on the date of such Change in Control and shall be paid to the Recipient as soon as administratively feasible thereafter (but in no event later than March 15 of the year following the year in which such Change in Control occurs), with the number of Restricted Stock Units that shall become vested being determined as follows: (i) the Target number of Restricted Stock Units for the Cumulative Adjusted EBITDA portion of the Award, and (ii) the number of Restricted Stock Units based on actual performance level for the Relative TSR portion of the Award, with the Measurement Date being the date of the consummation of such Change in Control.