Common use of Prior to the End of the Performance Period Clause in Contracts

Prior to the End of the Performance Period. In the event of a Corporate Transaction that is consummated prior to the end of the Performance Period, notwithstanding Section 2.3 above, if Awardee holds unvested Stock Units at the time a Corporate Transaction occurs, and either (i) the Corporate Transaction is not approved by a majority of the Continuing Directors (as defined below) or (ii) the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), if, and to the extent, that the Administrator determines that at least the Threshold Performance Criteria has been attained, which determination shall be made no later than June 15 of the year subsequent to the year to which the Threshold Performance Criteria relates, as set forth in Section 1 above and Exhibit A attached hereto, then all of the unvested Stock Units shall become immediately and unconditionally vested, and the restrictions with respect to all of the unvested Stock Units shall lapse, effective immediately prior to the consummation of such Corporate Transaction. (i) Notwithstanding subsection 2.5(a)(i) above, if pursuant to a Corporate Transaction approved by a majority of the Continuing Directors, the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the unvested Stock Units shall not accelerate in connection with such Corporate Transaction to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however, if there is a termination of Service of Awardee without Cause or pursuant to a Constructive Termination (as defined below) within 12 months following such – 2 – Corporate Transaction, all unvested Stock Units or New Incentives shall vest effective upon such termination regardless of the Performance Criteria.

Prior to the End of the Performance Period. In the event of a Corporate Transaction Change in Control that is consummated prior to the end of the Performance Period, notwithstanding Section 2.3 above, if the Awardee holds unvested Nonvested Stock Units at the time a Corporate Transaction Change in Control occurs, and either (i) the Corporate Transaction Change in Control is not approved by a majority of the Continuing Directors (as defined below) or (ii) the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), if, and to the extent, that the Administrator Committee determines that at least the Threshold Performance Criteria has been attained, which determination shall be made no later than June 15 of the year subsequent to the year to which the Threshold Performance Criteria relates, as set forth in Section 1 above and Exhibit A attached hereto, then all of the unvested Nonvested Stock Units shall become immediately and unconditionally vested, and the restrictions with respect to all of the unvested Nonvested Stock Units shall lapse, effective immediately prior to the consummation of such Corporate TransactionChange in Control. (i) Notwithstanding subsection 2.5(a)(i) above, if pursuant to a Corporate Transaction Change in Control approved by a majority of the Continuing Directors, the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the unvested Nonvested Stock Units shall not accelerate in connection with such Corporate Transaction Change in Control to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however, if there is a termination Termination of Service of Awardee without Cause or pursuant to a Constructive Termination (as defined below) within 12 months following such – 2 – Corporate TransactionChange in Control, all unvested Nonvested Stock Units or New Incentives shall vest effective upon such termination regardless of the Performance Criteria.

Prior to the End of the Performance Period. In the event of a Corporate Transaction Change in Control that is consummated prior to the end of the Performance Period, notwithstanding Section 2.3 above, if the Awardee holds unvested Nonvested Stock Units at the time a Corporate Transaction Change in Control occurs, and either (i) the Corporate Transaction Change in Control is not approved by a majority of the Continuing Directors (as defined below) or (ii) the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), if, and to the extent, that the Administrator Committee determines that at least the Threshold Performance Criteria has been attained, which determination shall be made no later than June 15 of the year subsequent to the year to which the Threshold Performance Criteria relates, as set forth in Section 1 above and Exhibit A attached hereto, then all of the unvested Nonvested Stock Units shall become immediately and unconditionally vested, and the restrictions with respect to all of the unvested Nonvested Stock Units shall lapse, effective immediately prior to the consummation of such Corporate TransactionChange in Control. (i) Notwithstanding subsection 2.5(a)(i) above, if pursuant to a Corporate Transaction Change in Control approved by a majority of the Continuing Directors, the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the unvested Nonvested Stock Units shall not accelerate in connection with such Corporate Transaction Change in Control to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however, if there is a termination Termination of Service of Awardee without Cause or pursuant to a Constructive Termination (as defined below) within 12 months following such Change – 2 – Corporate TransactionDOCSOC/1615555v3/100550-0000 in Control, all unvested Nonvested Stock Units or New Incentives shall vest effective upon such termination regardless of the Performance Criteria.