Common use of Effect of Termination of Employment or Change in Control Clause in Contracts

Effect of Termination of Employment or Change in Control. (a) If Executive shall resign voluntarily or cease to be employed by the Company (or an affiliate) for cause as described in Section 7(c) of this Agreement, except as provided in the SPA, all benefits described in Section 3 hereof shall terminate (except to the extent previously earned or vested or, if Executive retires, which may become vested upon retirement pursuant to the terms of the Guidelines). (b) If Executive dies or becomes disabled, all options which have not vested will accelerate and vest immediately, and, in the event of Executive's death, all option rights will transfer to Executive's representative. All then unexercised options will be cancelled one year after Executive dies or becomes disabled. (c) If Executive dies, becomes disabled or retires, performance shares units awarded to such Executive pursuant to the Guidelines shall vest, be valued and awarded pursuant to the terms of such Guidelines. (d) If there is a Change in Control, then all options and performance share units that have not vested will accelerate and vest immediately. Performance share units awarded to Executive pursuant to the Guidelines shall be valued at 100 percent as though the Company had achieved its target for each relevant plan period. The Executive shall be entitled to receive one share of the Company's common stock upon the vesting of each Performance Share. The Executive shall have the right to require the Company to purchase, for cash, and at fair market value, any shares of stock purchased upon exercise of any option or received upon the vesting of any Performance Share. (Terms used in this Section, unless defined in this Employment Agreement, are as defined in the SPA.)

Effect of Termination of Employment or Change in Control. (a) If Executive shall resign voluntarily or cease to be employed by the Company (or an affiliate) for cause as described in Section 7(c) of this Agreement, except as provided in the SPA, all benefits described in Section 3 hereof shall terminate (except to the extent previously earned or vested orand, if Executive retires, those which may become vested upon retirement pursuant to the terms of the Guidelines). (b) If Executive dies or becomes disabled, all options which have not vested will accelerate and vest immediately, and, in the event of Executive's ’s death, all option rights will transfer to Executive's ’s representative. All then If Executive’s employment terminates by reason of death or disability, Executive or Executive’s representative may exercise all unexercised options will be cancelled one year within three years after Executive dies such death or becomes disableddisability or the expiration date of the option, whichever is sooner. (c) If Executive dies, becomes disabled or retires, performance shares units awarded to such Executive pursuant to the Guidelines shall immediately vest, but be valued and awarded at the times and in the manner awarded to other plan participants pursuant to the terms of such Guidelines. (d) If there is a Change in Control, then all options and performance share units shares that have not vested will accelerate and vest immediately. Performance share units shares awarded to Executive pursuant to the Guidelines shall be valued at 100 percent as though the Company had achieved its target for each relevant plan period. The Executive shall be entitled to receive one share of the Company's ’s common stock upon the vesting of each Performance Share. The Upon a Change in Control, the Executive shall have the right to require the Company to purchase, for cash, and at fair market value, any shares of stock purchased upon exercise of any option or received upon the vesting of any Performance Share. (Terms used in this Section, unless defined in this Employment Agreement, are as defined in the SPA.)

Effect of Termination of Employment or Change in Control. (a) If Executive shall resign voluntarily or cease to be employed by the Company (or an affiliate) for cause as described in Section 7(c) of this Agreement, except as provided in the SPA, all benefits described in Section 3 hereof shall terminate (except to the extent previously earned or vested orand, if Executive retires, those which may become vested upon retirement pursuant to the terms of the Guidelines). (b) If Executive dies or becomes disabled, all options which have not vested will accelerate and vest immediately, and, in the event of Executive's death, all option rights will transfer to Executive's representative. All then If Executive's employment terminates by reason of death or disability, Executive or Executive's representative may exercise all unexercised options will be cancelled one year within three years after Executive dies such death or becomes disableddisability or the expiration date of the option, whichever is sooner. (c) If Executive dies, becomes disabled or retires, performance shares units awarded to such Executive pursuant to the Guidelines shall immediately vest, but be valued and awarded at the times and in the manner awarded to other plan participants pursuant to the terms of such Guidelines. (d) If there is a Change in Control, then all options and performance share units shares that have not vested will accelerate and vest immediately. Performance share units shares awarded to Executive pursuant to the Guidelines shall be valued at 100 percent as though the Company had achieved its target for each relevant plan period. The Executive shall be entitled to receive one share of the Company's common stock upon the vesting of each Performance Share. The Upon a Change in Control, the Executive shall have the right to require the Company to purchase, for cash, and at fair market value, any shares of stock purchased upon exercise of any option or received upon the vesting of any Performance Share. (Terms used in this Section, unless defined in this Employment Agreement, are as defined in the SPA.)

Effect of Termination of Employment or Change in Control. (a) If Executive shall resign voluntarily or cease to be employed by the Company (or an affiliate) for cause as described in Section 7(c) of this Agreement, except as provided in the SPA, all benefits described in Section 3 hereof shall terminate (except to the extent previously earned or vested or, if Executive retires, which may become vested upon retirement pursuant to the terms of the Guidelines). (b) If Executive dies Executive’s employment terminates due to death or becomes disableddisability, all options which have not vested will accelerate and vest immediately, and, in the event of Executive's ’s death, all option rights will transfer to Executive's ’s representative. All then Executive or Executive’s representative may exercise all unexercised options will be cancelled one year within three years after Executive dies such death or becomes disableddisability or the expiration date of the options, whichever is sooner. (c) If Executive dies, becomes disabled or retires, performance shares units awarded to such Executive pursuant to the Guidelines shall vest, be valued and awarded pursuant to the terms of such Guidelines. (d) If there is a Change in Control, then all options and performance share units that have not vested will accelerate and vest immediately. Performance share units awarded to Executive pursuant to the Guidelines shall be valued at 100 percent as though the Company had achieved its target for each relevant plan period. The Executive shall be entitled to receive one share of the Company's ’s common stock upon the vesting of each Performance Share. The Executive shall have the right to require the Company to purchase, for cash, and at fair market value, any shares of stock purchased upon exercise of any option or received upon the vesting of any Performance Share. (Terms used in this Section, unless defined in this Employment Agreement, are as defined in the SPA.)

Effect of Termination of Employment or Change in Control. (a) If Executive shall resign voluntarily or cease to be employed by the Company (or an affiliate) for cause as described in Section 7(c) of this Agreement, except as provided in the SPA, all benefits described in Section 3 hereof shall terminate (except to the extent previously earned or vested orand, if Executive retires, those which may become vested upon retirement pursuant to the terms of the Guidelines). (b) If Executive dies or becomes disabled, all options which have not vested will accelerate and vest immediately, and, in the event of Executive's death, all option rights will transfer to Executive's representative. All then unexercised options will be cancelled one year after Executive dies or becomes disabled. (c) If Executive dies, becomes disabled or retires, performance shares units awarded to such Executive pursuant to the Guidelines shall vest, be valued and awarded pursuant to the terms of such Guidelines. (d) If there is a Change in Control, then all options and performance share units that have not vested will accelerate and vest immediately. Performance share units awarded to Executive pursuant to the Guidelines shall be valued at 100 percent as though the Company had achieved its target for each relevant plan period. The Executive shall be entitled to receive one share of the Company's common stock upon the vesting of each Performance Share. The Executive shall have the right to require the Company to purchase, for cash, and at fair market value, any shares of stock purchased upon exercise of any option or received upon the vesting of any Performance Share. (Terms used in this Section, unless defined in this Employment Agreement, are as defined in the SPA.)