Common use of Exception for a Change in Control Clause in Contracts

Exception for a Change in Control. In the event of a Change in Control prior to the Vesting Date, any unvested Performance Stock Units will vest in accordance with this Section 2(c), subject to Participant’s continued employment or service with the Company Group through the Change in Control Date. (i) To the extent the Performance Stock Units are assumed, converted or replaced by the resulting entity in the Change in Control, if within two (2) years after the Change in Control Date the Participant’s service with the Company Group or its successor is terminated either (A) by the Company other than for Cause or (B) by the Participant for Good Reason, then the number of Earned PSUs as of the Participant’s termination date shall be determined in accordance with this Section 2(c)(i) and shall vest as of the date of such termination of service. The number of Earned PSUs shall be determined based upon the greater of: (A) an assumed achievement of the applicable performance measures at their “Target” level, or (B) the actual level of achievement of the applicable performance measures as determined by the Committee immediately preceding the Change in Control. (ii) To the extent the Performance Stock Units are not assumed, converted or replaced by the resulting entity in the Change in Control, then the number of Earned PSUs as of the Change in Control Date shall be determined in accordance with this Section 2(c)(ii) and shall vest as of the Change in Control Date. The number of Earned PSUs shall be determined based upon the greater of: (A) an assumed achievement of the applicable performance measures at their “Target” level, or (B) the actual level of achievement of the applicable performance measures as determined by the Committee immediately preceding the Change in Control.

Exception for a Change in Control. In the event of a Change in Control prior to the Vesting Date, any unvested Performance Stock Units will vest in accordance with this Section 2(c), subject to Participant’s continued employment or service with the Company Group through the Change in Control Date. (i) To the extent the Performance Stock Units are assumed, converted or replaced by the resulting entity in the Change in Control, if within two (2) years after the Change in Control Date the Participant’s service with the Company Group or its successor is terminated either (A) by the Company other than for Cause or (B) by the Participant for Good Reason, then the number of Earned PSUs as of the Participant’s termination date shall be determined in accordance with this Section 2(c)(i) and shall vest as of the date of such termination of service. The number of Earned PSUs shall be determined based upon the greater of: (A) an assumed achievement of the applicable performance measures Performance Conditions at their “Target” level, or (B) the actual level of achievement of the applicable performance measures Performance Conditions as determined by the Committee immediately preceding the Change in Control. . (ii) To the extent the Performance Stock Units are not assumed, converted or replaced by the resulting entity in the Change in Control, then the number of Earned PSUs as of the Change in Control Date shall be determined in accordance with this Section 2(c)(ii) and shall vest as of the Change in Control Date. The number of Earned PSUs shall be determined based upon the greater of: (A) an assumed achievement of the applicable performance measures Performance Conditions at their “Target” level, or (B) the actual level of achievement of the applicable performance measures Performance Conditions as determined by the Committee immediately preceding the Change in Control.