Common use of Qualifying Termination in Anticipation of a Change in Control Clause in Contracts

Qualifying Termination in Anticipation of a Change in Control. In the event that ▇▇▇▇▇▇▇’s termination of employment satisfies all of the conditions set forth in Section 4.5 and Section 14.41 for a qualifying termination in anticipation of a change in control such that the Grant is outstanding at the time the Change in Control occurs and ▇▇▇▇▇▇▇ remains eligible for an award, Grantee will receive a Final Award on the following basis, as applicable. (1) If the Change in Control occurs within three (3) months of Grantee’s Termination Date, Grantee will receive a Final Award on the same basis as a continuing employee of the Corporation as set forth in Section 6.1(a). (2) If the Change in Control occurs more than three (3) months after ▇▇▇▇▇▇▇’s Termination Date but the Grant is outstanding because ▇▇▇▇▇▇▇’s termination of employment qualifies under Section 4.5 and Section 14.41 by, among other conditions, having occurred after or within three months prior to a CIC Triggering Event, Grantee will receive a Final Award on the same basis as a qualifying Retiree as set forth in Section 6.1(c). If ▇▇▇▇▇▇▇ died while qualified to receive an award and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the Committee pursuant to Section 5.2 prior to the Change in Control, no further or different award determination will be made pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change in Control, ▇▇▇▇▇▇▇’s Final Award (payable to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by the Committee, in accordance with Section 9) will be in the same amount as the Final Award that would have been paid to Grantee pursuant to this Section 6.1(e) had Grantee still been alive on the Change-in-Control-determined Award Date.

Qualifying Termination in Anticipation of a Change in Control. In the event that If ▇▇▇▇▇▇▇’s termination of employment satisfies the conditions set forth in Section 15.46 such that it is a Qualifying Termination in Anticipation of a Change in Control, then the Grant will remain outstanding notwithstanding Grantee’s termination of employment with the Corporation and the Grant will not be subject to termination for Detrimental Conduct. To the extent that the conditions set forth in Section 15.46 are conditions that must be satisfied during a stated post-employment period, the Grant will remain outstanding during that period until it is determined that such conditions either have or have not been satisfied. If the conditions are not satisfied, the Grant will terminate unless Grantee meets one of the other exceptions set forth in this Section 4. If all of the conditions set forth in Section 4.5 and 15.46 are satisfied, Grantee will be eligible for consideration for an award pursuant to Section 14.41 for 5.2, calculated in accordance with Section 5.1(e), or will receive an award pursuant to Section 6, calculated as specified in Section 6.1(e), as applicable. Any such award will be payable in accordance with Section 7. If Grantee dies after a qualifying termination Qualifying Termination in anticipation Anticipation of a change Change in control such that the Grant is outstanding at Control but prior to the time the Change in Control occurs and ▇▇▇▇▇▇▇ remains eligible for an award, Grantee will receive a Final Award on the following basis, as applicable. (1) If the Change in Control occurs within three (3) months of Grantee’s Termination Date, Grantee will receive a Final Award on the same basis as a continuing employee of the Corporation as set forth in Section 6.1(a). (2) If the Change in Control occurs more than three (3) months after ▇▇▇▇▇▇▇’s Termination Date but the Grant is outstanding because ▇▇▇▇▇▇▇’s termination of employment qualifies under Section 4.5 and Section 14.41 by, among other conditions, having occurred after or within three months prior to a CIC Triggering Event, Grantee will receive a Final Award on the same basis as a qualifying Retiree as set forth in Section 6.1(c). If ▇▇▇▇▇▇▇ died while qualified to receive Committee makes an award and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the Committee pursuant to Section 5.2 prior to the Change in Control, no further or different award determination will be made pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change in Control, ▇▇▇▇▇▇▇’s Final Award (payable to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by the Committee, in accordance with Section 9) will be in the same amount as the Final Award that would have been paid to Grantee pursuant to this Section 6.1(e) had Grantee still been alive on the a Change-in-Control-determined Award Date, Grantee will be eligible for Committee consideration of an award of the greater of the award Grantee could have received had he or she died while an employee of the Corporation or an award determined as set forth in Section 5.1(e). If a Change in Control occurs prior to a Committee-determined Award Date, Grantee will be deemed to receive an award in accordance with Section 6.

Qualifying Termination in Anticipation of a Change in Control. In the event that ▇▇▇▇▇▇▇’s termination of employment satisfies all of the conditions set forth in Section 4.5 and Section 14.41 15.46 for a qualifying termination in anticipation of a change in control such that the Grant is outstanding at the time the Change in Control occurs and ▇▇▇▇▇▇▇ remains eligible for an award, Grantee will receive a Final Award on the following basis, as applicable. (1) If the Change in Control occurs within three (3) months of Grantee’s Termination Date, Grantee will receive a Final Award on the same basis as a continuing employee of the Corporation as set forth in Section 6.1(a). (2) If the Change in Control occurs more than three (3) months after ▇▇▇▇▇▇▇Grantee’s Termination Date but the Grant is outstanding because ▇▇▇▇▇▇▇’s termination of employment qualifies under Section 4.5 and Section 14.41 15.46 by, among other conditions, having occurred after or within three months prior to a CIC Triggering Event, Grantee will receive a Final Award on the same basis as a qualifying Retiree as set forth in Section 6.1(c). If ▇▇▇▇▇▇▇ died while qualified to receive an award and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the Committee pursuant to Section 5.2 prior to the Change in Control, no further or different award determination will be made pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change in Control, ▇▇▇▇▇▇▇’s Final Award (payable to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by the Committee, in accordance with Section 910) will be in the same amount as the Final Award that would have been paid to Grantee pursuant to this Section 6.1(e) had Grantee still been alive on the Change-in-Control-determined Award Date.

Qualifying Termination in Anticipation of a Change in Control. In the event that ▇▇If Gr▇▇▇▇▇’s termination of employment satisfies the conditions set forth in Section 14.41 such that it is a Qualifying Termination in Anticipation of a Change in Control, then the Grant will remain outstanding notwithstanding Grantee’s termination of employment with the Corporation and the Grant will not be subject to termination for Detrimental Conduct. To the extent that the conditions set forth in Section 14.41 are conditions that must be satisfied during a stated post-employment period, the Grant will remain outstanding during that period until it is determined that such conditions either have or have not been satisfied. If the conditions are not satisfied, the Grant will terminate unless Grantee meets one of the other exceptions set forth in this Section 4. If all of the conditions set forth in Section 4.5 and 14.41 are satisfied, Grantee will be eligible for consideration for an award pursuant to Section 14.41 for 5.2, calculated in accordance with Section 5.1(e), or will receive an award pursuant to Section 6, calculated as specified in Section 6.1(e), as applicable. Any such award will be payable in accordance with Section 7. If Grantee dies after a qualifying termination Qualifying Termination in anticipation Anticipation of a change Change in control such that the Grant is outstanding at Control but prior to the time the Change in Control occurs and ▇▇▇▇▇▇▇ remains eligible for an award, Grantee will receive a Final Award on the following basis, as applicable. (1) If the Change in Control occurs within three (3) months of Grantee’s Termination Date, Grantee will receive a Final Award on the same basis as a continuing employee of the Corporation as set forth in Section 6.1(a). (2) If the Change in Control occurs more than three (3) months after ▇▇▇▇▇▇▇’s Termination Date but the Grant is outstanding because ▇▇▇▇▇▇▇’s termination of employment qualifies under Section 4.5 and Section 14.41 by, among other conditions, having occurred after or within three months prior to a CIC Triggering Event, Grantee will receive a Final Award on the same basis as a qualifying Retiree as set forth in Section 6.1(c). If ▇▇▇▇▇▇▇ died while qualified to receive Committee makes an award and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the Committee pursuant to Section 5.2 prior to the Change in Control, no further or different award determination will be made pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change in Control, ▇▇▇▇▇▇▇’s Final Award (payable to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by the Committee, in accordance with Section 9) will be in the same amount as the Final Award that would have been paid to Grantee pursuant to this Section 6.1(e) had Grantee still been alive on the a Change-in-Control-determined Award Date, Grantee will be eligible for Committee consideration of an award of the greater of the award Grantee could have received had he died while an employee of the Corporation or an award determined as set forth in Section 5.1(e). If a Change in Control occurs prior to a Committee-determined Award Date, Grantee will be deemed to receive an award in accordance with Section 6.

Qualifying Termination in Anticipation of a Change in Control. In the event that ▇▇▇▇▇▇▇’s termination of employment satisfies all of the conditions set forth in Section 4.5 and Section 14.41 14.40 for a qualifying termination in anticipation of a change in control such that the Grant is outstanding at the time the Change in Control occurs and ▇▇▇▇▇▇▇ remains eligible for an award, Grantee will receive a Final Award on the following basis, as applicable. (1) If the Change in Control occurs within three (3) months of Grantee’s Termination Date, Grantee will receive a Final Award on the same basis as a continuing employee of the Corporation as set forth in Section 6.1(a). (2) If the Change in Control occurs more than three (3) months after ▇▇▇▇▇▇▇’s Termination Date but the Grant is outstanding because ▇▇▇▇▇▇▇’s termination of employment qualifies under Section 4.5 and Section 14.41 14.40 by, among other conditions, having occurred after or within three months prior to a CIC Triggering Event, Grantee will receive a Final Award on the same basis as a qualifying Retiree as set forth in Section 6.1(c). If ▇▇▇▇▇▇▇ died while qualified to receive an award and a Final Award determination (either to award a specified amount or not to authorize any award) was made by the Committee pursuant to Section 5.2 prior to the Change in Control, no further or different award determination will be made pursuant to this Section 6.1. If no such Final Award determination was made prior to the Change in Control, ▇▇▇▇▇▇▇’s Final Award (payable to ▇▇▇▇▇▇▇’s legal representative, as determined in good faith by the Committee, in accordance with Section 9) will be in the same amount as the Final Award that would have been paid to Grantee pursuant to this Section 6.1(e) had Grantee still been alive on the Change-in-Control-determined Award Date.