Common use of Effect of Changes in Control Clause in Contracts

Effect of Changes in Control. In the event of a Change in Control, the PSUs shall be subject to the terms and conditions set forth in the Plan; provided, that, notwithstanding the terms of the Plan and this Agreement, if the Change in Control occurs (a) during the Performance Period and prior to the Determination Date, (i) the number of PSUs set forth in the Grant Notice shall be deemed earned at Target Achievement (as defined in Exhibit A) (the “CIC Earned PSUs”), and (ii) the CIC Earned PSUs will vest upon such Change in Control, subject to the Participant’s continued Service through the consummation of such Change in Control, or (b) following the Determination Date, any Earned PSUs outstanding as of the Change in Control shall vest upon such Change in Control, subject to the Participant’s continued Service through the consummation of such Change in Control.