Common use of Involuntary Termination Following a Change in Control Clause in Contracts

Involuntary Termination Following a Change in Control. If a Participant incurs an Involuntary Termination of Service on or prior to the second anniversary of the closing of a Change in Control, the Replacement PSUs will vest based on the following schedule: (i) if such Change in Control occurred on or before the first anniversary of the Grant Date, then on the effective date of the Participant’s Involuntary Termination the Participant shall vest in a portion of the Replacement PSUs, determined by multiplying the number of unvested Replacement PSUs by a fraction, the numerator of which is the number of full months elapsed from the Grant Date through the effective date of such Involuntary Termination (with any month in which at least 15 days has passed to be deemed a full month for purposes of the foregoing, and in any event not to exceed 12 months), and the denominator of which is 36, and any Replacement PSUs that do not vest after giving effect to the foregoing sentence shall be immediately cancelled and forfeited, and (ii) if such Change in Control occurred after the first anniversary of the Grant Date, then any Replacement PSUs that are unvested as of immediately prior to such termination shall become fully vested as of the date of such Involuntary Termination. With respect to any Replacement PSUs that vest as a result of the foregoing sentence, the “Annual Performance Determination Date” as used in Section 3 of this Agreement shall mean the effective date of the Participant’s Involuntary Termination.

Involuntary Termination Following a Change in Control. If a Participant incurs an Involuntary Termination of Service on or prior to the second anniversary of the closing of a Change in Control, the Replacement PSUs Units will vest based on the following schedule: (i) if such Change in Control occurred on or before the first anniversary of the Grant Date, then on the effective date of the Participant’s Involuntary Termination the Participant shall vest in a portion of the Replacement PSUsUnits, determined by multiplying the number of unvested Replacement PSUs Units by a fraction, the numerator of which is the number of full months elapsed from the Grant Date through the effective date of such Involuntary Termination (with any month in which at least 15 days has passed to be deemed a full month for purposes of the foregoing, and in any event not to exceed 12 months), and the denominator of which is 36, and any Replacement PSUs Units that do not vest after giving effect to the foregoing sentence shall be immediately cancelled and forfeited, and (ii) if such Change in Control occurred after the first anniversary of the Grant Date, then any Replacement PSUs Units that are unvested as of immediately prior to such termination the Participant’s Involuntary Termination shall become fully vested vest as of the effective date of such Involuntary Termination. With respect to any Replacement PSUs Units that vest as a result of the foregoing sentence, the “Annual Performance Determination Vesting Date” as used in Section 3 of this Agreement shall mean the effective date of the Participant’s Involuntary Termination.