Common use of After the End of the Performance Period Clause in Contracts

After the End of the Performance Period. In the event of a Change in Control that is consummated after the end of the Performance Period, notwithstanding Section 2.3 above, if the Awardee holds Nonvested Stock Units at the time a Change in Control occurs, and either (A) the Change in Control is not approved by a majority of the Continuing Directors (as defined below) or (B) 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 Earned Stock Units based upon the achievement of the Performance Criteria as determined by the Committee shall become immediately and unconditionally vested, and the restrictions with respect to all of the Earned Stock Units shall lapse, effective immediately prior to the consummation of such Change in Control. (i) Notwithstanding subsection 2.5(a) above, if pursuant to a Change in Control 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 Nonvested Stock Units shall not accelerate in connection with such Change in Control 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 twelve (12) months following such Change in Control, all Earned Stock Units or New Incentives shall vest effective upon such termination.

After the End of the Performance Period. In the event of a Change in Control Corporate Transaction that is consummated after the end of the Performance Period, notwithstanding Section 2.3 above, if the Awardee holds Nonvested unvested Stock Units at the time a Change in Control Corporate Transaction occurs, and either (A) the Change in Control Corporate Transaction is not approved by a majority of the Continuing Directors (as defined below) or (B) 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 Earned Stock Units based upon the achievement of the Performance Criteria as determined by the Committee Administrator shall become immediately and unconditionally vested, and the restrictions with respect to all of the Earned Stock Units shall lapse, effective immediately prior to the consummation of such Change in ControlCorporate Transaction. (i) Notwithstanding subsection 2.5(a) above, if pursuant to a Change in Control 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 Nonvested unvested Stock Units shall not accelerate in connection with such Change in Control Corporate Transaction to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however, if there is a Termination termination of Service of Awardee without Cause or pursuant to a Constructive Termination (as defined below) within twelve (12) months following such Change in ControlCorporate Transaction, all Earned Stock Units or New Incentives shall vest effective upon such termination.