Common use of Effect of Involuntary Termination in Connection with Change in Control Clause in Contracts

Effect of Involuntary Termination in Connection with Change in Control. In the event of a Change in Control, a number of PRSUs equal to the following shall be converted into time-based RSUs that shall vest on the Service Vesting Date, subject to the Participant’s continued Service through such date: the sum of (i) the PRSUs subject to each completed Performance Period prior to the date of the Change in Control that became eligible to vest based on the attainment level of the performance goals, plus (ii) the number of PRSUs subject to each Target Award Tranche for each Performance Period that have not yet been completed as of the date of the Change in Control (the “Converted Time-Based RSUs”). The Converted Time-Based RSUs shall immediately vest in full in the event of (A) the Participant’s Service is terminated by the Company or a Subsidiary for any reason other than Cause, or (B) the Participant resigns for Good Reason, in each case, at the time of, or during the period commencing on the date three (3) months prior to a Change in Control and ending twenty-four (24) months following such Change in Control (either of such events of termination within such period, a “CIC Termination”).

Effect of Involuntary Termination in Connection with Change in Control. In the event of a Change in Control, a number of PRSUs equal to the following shall be converted into time-based RSUs that shall vest on the Service Vesting Date, subject to the Participant’s continued Service through such date: the sum of (i) the PRSUs subject to each completed Performance Period prior to the date of the Change in Control that became eligible to vest based on the attainment level of the performance goals, plus (ii) the number of PRSUs subject to each Target Award Tranche for each Performance Period that have not yet been completed as of the date of the Change in Control (the “Converted Time-Based RSUs”). The Converted Time-Based RSUs shall immediately vest in full in the event of (A) the Participant’s Service is terminated by the Company or a Subsidiary for any reason other than Cause, or (B) the Participant resigns for Good Reason, in each case, at the time of, or during within 6 months following, the period commencing on the date three (3) months prior to consummation of a Change in Control and ending twenty-four (24) months following such Change in Control (either of such events of termination within such period, a “CIC Termination”).