Common use of Vesting Upon Corporate Transaction Clause in Contracts

Vesting Upon Corporate Transaction. (a) Notwithstanding Section 2 above, if prior to completion of the Measurement Period, Grantee holds Restrictive Stock Units at the time a Corporate Transaction occurs, and the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), then the Target Number of Units shall become immediately and unconditionally vested effective immediately prior to and conditioned upon the consummation of such Corporate Transaction, regardless of the Performance Criteria, and the Company shall deliver to Grantee one share of Common Stock for each of the Target Number of Units and the Restricted Stock Units shall terminate. (b) Notwithstanding Section 4(a) above, if the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the Restricted Stock Units shall not accelerate in connection with such Corporate Transaction to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however: (i) if Xxxxxxx’s Continuous Service is terminated without Cause or pursuant to a Constructive Termination (as defined below) within 12 months following such Corporate Transaction, the Target Number of Units or New Incentives shall vest effective upon such termination, regardless of the Performance Criteria; or (ii) if, following a Corporate Transaction, Grantee shall have provided Continuous Service through the end of the Measurement Period, then the Target Number of Units or New Incentives shall vest effective as of the last day of the Measurement Period, regardless of the Performance Criteria. (c) For purposes of this Agreement, the following terms shall have the meanings set forth below:

Vesting Upon Corporate Transaction. (ai) Notwithstanding In the event of a Corporate Transaction that is consummated prior to the end of the Performance Period, notwithstanding Section 2 2.3 above, if Awardee holds unvested Stock Units at the time a Corporate Transaction occurs, and the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), if, and to the extent, that the Administrator determines (as of the date of the Corporate Transaction) that at least the Threshold Performance Criteria is likely to be attained by the end of the Performance Period determined by reference to Section 1 above and Exhibit A attached hereto, then all of the unvested Stock Units shall become immediately and unconditionally vested, and the restrictions with respect to all of the unvested Stock Units shall lapse, effective immediately prior to completion the consummation of such Corporate Transaction. (ii) Notwithstanding subsection 2.5(a)(i) above, if the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the Measurement unvested Stock Units shall not accelerate in connection with such Corporate Transaction to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however, if there is a termination of Service of Awardee without Cause or pursuant to a Constructive Termination (as defined below) within 12 months following such Corporate Transaction, all unvested Stock Units or New Incentives shall vest effective upon such termination regardless of the Performance Criteria. (i) In the event of a Corporate Transaction that is consummated after the end of the Performance Period, Grantee notwithstanding Section 2.3 above, if the Awardee holds Restrictive unvested Stock Units at the time a Corporate Transaction occurs, and the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), then all of the Target Number of Earned Stock Units shall become immediately and unconditionally vested vested, and the restrictions with respect to all of the Earned Stock Units shall lapse, effective immediately prior to and conditioned upon the consummation of such Corporate Transaction, regardless of the Performance Criteria, and the Company shall deliver to Grantee one share of Common Stock for each of the Target Number of Units and the Restricted Stock Units shall terminate. (bii) Notwithstanding Section 4(asubsection 2.5(a) above, if the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the Restricted unvested Stock Units shall not accelerate in connection with such Corporate Transaction to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however: (i) , if Xxxxxxx’s Continuous there is a termination of Service is terminated of Awardee without Cause or pursuant to a Constructive Termination (as defined below) within 12 twelve (12) months following such Corporate Transaction, the Target Number of all Earned Stock Units or New Incentives shall vest effective upon such termination, regardless of the Performance Criteria; or (ii) if, following a Corporate Transaction, Grantee shall have provided Continuous Service through the end of the Measurement Period, then the Target Number of Units or New Incentives shall vest effective as of the last day of the Measurement Period, regardless of the Performance Criteria. (c) For purposes of this Agreement, the following terms shall have the meanings set forth below:

Vesting Upon Corporate Transaction. (a) Notwithstanding Section 2 1(a) above, if prior to completion of the Measurement PeriodVesting Date, Grantee holds Restrictive Stock Units at the time a Corporate Transaction occurs, and either (i) the Corporate Transaction is not approved by a majority of the Continuing Directors (as defined below), or (ii) the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), then the Target Number of Units this Option shall become immediately and unconditionally vested in full effective immediately prior to and conditioned upon the consummation of such Corporate Transaction, regardless of the Company’s achievement (or projected achievement) with respect to the Performance Criteria, and the Company shall deliver to Grantee one share of Common Stock for each of the Target Number of Units and the Restricted Stock Units shall terminate. (b) Notwithstanding Section 4(a3(a) above, if pursuant to a Corporate Transaction approved by a majority of the Continuing Directors, the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the Restricted Stock Units this Option shall not accelerate in connection with such Corporate Transaction to the extent (but only to the extent) this Agreement is continued, assumed or substituted for New Incentives; provided, however: (i) if XxxxxxxAwardee’s Continuous Service is terminated without Cause or pursuant to a Constructive Termination (as defined in Section 3(c)(ii) below) within 12 twelve (12) months following such Corporate Transaction, the Target Number of Units this Option (or New Incentives to the extent issued in substitution for this Option) shall vest in full effective upon such termination, regardless of the Company’s achievement (or projected achievement) with respect to the Performance Criteria; or (ii) if, following a Corporate Transaction, Grantee Awardee shall have provided Continuous Service through the end of the Measurement PeriodVesting Date, then the Target Number of Units this Option (or New Incentives to the extent issued in substitution for this Option) shall vest in full effective as of on the last day of the Measurement PeriodVesting Date, regardless of the Company’s achievement of the Performance CriteriaCriteria as of the Vesting Date. (c) For purposes of this Agreement, the following terms shall have the meanings set forth below:

Vesting Upon Corporate Transaction. (a) Notwithstanding Section 2 above, if prior to completion of the Measurement Period, Grantee holds Restrictive Stock Units at the time a Corporate Transaction occurs, and the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), then the Target Number of Units shall become immediately and unconditionally vested effective immediately prior to and conditioned upon the consummation of such Corporate Transaction, regardless of the Performance Criteria, and the Company shall deliver to Grantee one share of Common Stock for each of the Target Number of Units and the Restricted Stock Units shall terminate. (b) Notwithstanding Section 4(a) above, if the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the Restricted Stock Units shall not accelerate in connection with such Corporate Transaction to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however: (i) if Xxxxxxx’s Continuous Service is terminated without Cause or pursuant to a Constructive Termination (as defined below) within 12 24 months following such Corporate Transaction, the Target Number of Units or New Incentives shall vest effective upon such termination, regardless of the Performance Criteria; or (ii) if, following a Corporate Transaction, Grantee shall have provided Continuous Service through the end of the Measurement Period, then the Target Number of Units or New Incentives shall vest effective as of the last day of the Measurement Period, regardless of the Performance Criteria. (c) For purposes of this Agreement, the following terms shall have the meanings set forth below:

Vesting Upon Corporate Transaction. (a) Notwithstanding Section 2 1(a) above, if prior to completion of the Measurement PeriodVesting Date, Grantee holds Restrictive Stock Units at the time a Corporate Transaction occurs, and the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), then the Target Number of Units this Option shall become immediately and unconditionally vested in full effective immediately prior to and conditioned upon the consummation of such Corporate Transaction, regardless of the Company’s achievement (or projected achievement) with respect to the Performance Criteria, and the Company shall deliver to Grantee one share of Common Stock for each of the Target Number of Units and the Restricted Stock Units shall terminate. (b) Notwithstanding Section 4(a3(a) above, if the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the Restricted Stock Units this Option shall not accelerate in connection with such Corporate Transaction to the extent (but only to the extent) this Agreement is continued, assumed or substituted for New Incentives; provided, however: (i) if XxxxxxxAwardee’s Continuous Service is terminated without Cause or pursuant to a Constructive Termination (as defined in Section 3(c)(ii) below) within 12 twenty-four (24) months following such Corporate Transaction, the Target Number of Units this Option (or New Incentives to the extent issued in substitution for this Option) shall vest in full effective upon such termination, regardless of the Company’s achievement (or projected achievement) with respect to the Performance Criteria; or (ii) if, following a Corporate Transaction, Grantee Awardee shall have provided Continuous Service through the end of the Measurement PeriodVesting Date, then the Target Number of Units this Option (or New Incentives to the extent issued in substitution for this Option) shall vest in full effective as of on the last day of the Measurement PeriodVesting Date, regardless of the Company’s achievement of the Performance CriteriaCriteria as of the Vesting Date. (c) For purposes of this Agreement, the following terms shall have the meanings set forth below:

Vesting Upon Corporate Transaction. (a) Notwithstanding Section 2 above, if prior to completion of the Measurement Performance Period, Grantee holds Restrictive Stock Units at the time a Corporate Transaction occurs, and either (i) the Corporate Transaction is not approved by a majority of the Continuing Directors (as defined below), or (ii) the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), then the Target Number of Units shall become immediately and unconditionally vested effective immediately prior to and conditioned upon the consummation of such Corporate Transaction, regardless of the Performance Criteria, and the Company shall deliver to Grantee one share of Common Stock for each of the Target Number of Units and the Restricted Stock Units shall terminate. (b) Notwithstanding Section 4(a) above, if pursuant to a Corporate Transaction approved by a majority of the Continuing Directors, the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the Restricted Stock Units shall not accelerate in connection with such Corporate Transaction to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however: (i) if Xxxxxxx’s Continuous Service is terminated without Cause or pursuant to a Constructive Termination (as defined below) within 12 months following such Corporate Transaction, the Target Number of Units or New Incentives shall vest effective upon such termination, regardless of the Performance Criteria; or (ii) if, following a Corporate Transaction, Grantee shall have provided Continuous Service through the end of the Measurement Performance Period, then the Target Number of Units or New Incentives shall vest effective as of the last day of the Measurement Performance Period, regardless of the Performance Criteria. (c) For purposes of this Agreement, the following terms shall have the meanings set forth below:

Vesting Upon Corporate Transaction. (ai) Notwithstanding In the event of a Corporate Transaction that is consummated prior to the end of the Performance Period, notwithstanding Section 2 2.3 above, if Awardee holds unvested Stock Units at the time a Corporate Transaction occurs, and the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), if, and to the extent, that the Administrator determines (as of the date of the Corporate Transaction) that at least the Threshold Performance Criteria is likely to be attained by the end of the Performance Period determined by reference to Section 1 above and Exhibit A attached hereto, then all of the unvested Stock Units shall become immediately and unconditionally vested, and the restrictions with respect to all of the unvested Stock Units shall lapse, effective immediately prior to completion the consummation of such Corporate Transaction. (i) Notwithstanding subsection 2.5(a)(i) above, if the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the Measurement unvested Stock Units shall not accelerate in connection with such Corporate Transaction to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however, if there is a termination of Service of Awardee without Cause or pursuant to a Constructive Termination (as defined below) within 12 months following such Corporate Transaction, all unvested Stock Units or New Incentives shall vest effective upon such termination regardless of the Performance Criteria. (i) In the event of a Corporate Transaction that is consummated after the end of the Performance Period, Grantee notwithstanding Section 2.3 above, if the Awardee holds Restrictive unvested Stock Units at the time a Corporate Transaction occurs, and the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), then all of the Target Number of Earned Stock Units shall become immediately and unconditionally vested vested, and the restrictions with respect to all of the Earned Stock Units shall lapse, effective immediately prior to and conditioned upon the consummation of such Corporate Transaction, regardless of the Performance Criteria, and the Company shall deliver to Grantee one share of Common Stock for each of the Target Number of Units and the Restricted Stock Units shall terminate. (bi) Notwithstanding Section 4(asubsection 2.5(a) above, if the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the Restricted unvested Stock Units shall not accelerate in connection with such Corporate Transaction to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however: (i) , if Xxxxxxx’s Continuous there is a termination of Service is terminated of Awardee without Cause or pursuant to a Constructive Termination (as defined below) within 12 twelve (12) months following such Corporate Transaction, the Target Number of all Earned Stock Units or New Incentives shall vest effective upon such termination, regardless of the Performance Criteria; or (ii) if, following a Corporate Transaction, Grantee shall have provided Continuous Service through the end of the Measurement Period, then the Target Number of Units or New Incentives shall vest effective as of the last day of the Measurement Period, regardless of the Performance Criteria. (c) For purposes of this Agreement, the following terms shall have the meanings set forth below: