Common use of Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control Clause in Contracts

Termination by the Company Without Cause or by Executive for Good Reason Following a Change in Control. If Executive's employment is terminated by the Company without Cause or by Executive for Good Reason, in each case within twenty-four (24) months following a Change in Control: (I) Restricted stock units shall vest immediately as of the date of termination and shall be settled within ten (10) days of such termination in shares of Common Stock, provided that in the event the Change in Control does not constitute change in ownership or effective control of the Company or in a substantial portion of the Company's assets, as defined in the regulations under Section 409A of the Code, the restricted stock units shall instead be settled on the original payment dates; and (II) Performance shares shall vest immediately as of the date of such termination and shall be settled within ten (10) days of such termination in shares of Common Stock, based on performance at 100% of target level.