Common use of Vesting Effect of Termination of Continuous Service Change in Control Clause in Contracts

Vesting Effect of Termination of Continuous Service Change in Control. (a) If the Participant remains in Continuous Service through and including the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the number of Performance Share Units granted hereunder by the Applicable Vesting Percentage. The Applicable Vesting Percentage shall be equal to the sum of the lowest Vesting Percentage in the applicable Vesting Percentage Range set forth in the schedule above, plus the ProRata Vesting Percentage Point Increase. The “ProRata Vesting Percentage Point Increase” is the quotient of (i) the excess of the actual Cumulative EPS over the lowest Cumulative EPS in the applicable Cumulative EPS Range, divided by (ii) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative EPS within such applicable Cumulative EPS Range, and the denominator of which is the difference between the lowest and highest applicable Vesting Percentages in the applicable Vesting Percentage Range. All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 2010. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he shall not be entitled to receive any shares of Stock under any other subsection of this Section 3. (b) If, prior to the Determination Date, the Participant’s Continuous Service is (i) terminated by the Company for Cause or (ii) voluntarily terminated by the Participant other than on account, as applicable, of Good Reason, death or Disability, then the Participant shall receive no shares of Stock under this Agreement. (c) Subject to Section 3(e), if, on or prior to December 31, 2007, the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant, as applicable, on account of Good Reason, death or Disablity, then the Participant shall receive a number of shares of Stock equal to the number of Performance Share Units granted hereunder, multiplied by a fraction, the numerator of which is the number of full months completed since the date hereof as of the date of such termination, and the denominator of which is 36. (d) Subject to Section 3(f), if, after December 31, 2007, but prior to the Determination Date and prior to a Change in Control, the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant, as applicable, on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number shall be determined (or that of the Participant’s designated beneficiary in the event of the Participant’s death) in accordance with Appendix A, and the Participant shall at the time of such termination be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the number of full months completed since the date hereof as of the date of such termination, and the denominator of which is 36. All shares of Stock to be issued to the Participant under this Section 3(d), if any, shall be issued to the Participant as soon as practicable after the Participant’s Continuous Service ceases but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service ceases. If the Participant becomes entitled to any shares of Stock under this Section 3(d), he shall not be entitled to receive any shares of Stock under any other subsection of this Section 3. (e) If there is a Change in Control on or prior to December 31, 2007, and the Participant remains in Continuous Service through the date which is six (6) months after the effective date of the Change in Control (“Six-Month Date”), then the Participant shall be vested in a number of shares of Stock equal to the number of Performance Share Units granted hereunder, multiplied by a fraction, the numerator of which is the number of full months that have elapsed since the date hereof as of the date of such termination, and the denominator of which is 36. (f) If there is a Change in Control after December 31, 2007, but prior to the Determination Date, and the Participant remains in Continuous Service through the Six-Month Date, then the Participant’s Performance Share Unit number shall be determined (or that of the Participant’s designated beneficiary in the event of the Participant’s death) in accordance with Appendix A, and the Participant shall on such Six-Month Date be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the number of full months completed since the date hereof as of the date of such termination, and the denominator of which is 36. Thereafter, the Participant shall become vested as of the Determination Date in a number of shares of Stock equal to the product of the number of Performance Share Units granted hereunder, multiplied by the fraction resulting from one (1) minus the fraction set forth in Section 3(f)(ii) of this paragraph, provided that, in the event that the Participant’s employment is terminated prior to the Determination Date by the Company other than for Cause or by the Participant, as applicable, on account of Good Reason, death or Disability, the Participant shall be vested in a number of shares of Stock equal to the number of Remaining Performance Share Units, multiplied by a fraction, the numerator of which is number of full months that have elapsed for the period commencing on the Six-Month Date and ending on the date of such termination, and the denominator of which is the number of full months for the period commencing on the Six-Month Date and ending on the Determination Date. Notwithstanding any provision hereof, to the extent that cash is substituted for all or part of any Performance Share Unit incident to the Change in Control, then each such Performance Share Unit shall to that extent be immediately vested upon the Change in Control. All shares of Stock (or any cash substituted therefore) to be issued to the Participant under this Section 3(f), if any, shall be issued to the Participant as soon as practicable after such Six-Month Date occurs but in no event later than March 15 of the calendar year following the calendar year in which the Six-Month Date occurs. If the Participant becomes entitled to any shares of Stock or cash under this Section 3(f), he shall not be entitled to receive any shares of Stock under any other subsection of this Section 3. (g) If there is a Change in Control on or prior to December 31, 2007, and the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant, as applicable, on account for Good Reason, death or Disability during the Change in Control Period, then the Participant shall receive a number of shares of Stock equal to the number of Performance Share Units granted hereunder, multiplied by a fraction, the numberator of which is the number of full months completed since the date hereof as of the date of such termination, and the denominator of which is 36. (h) If there is a Change in Control after December 31, 2007, but prior to the Determination Date, and the Participant’s Continuous Service is terminated during the Change in Control Period by the Company other than for Cause or by the Participant, as applicable, on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number shall be determined in accordance with Appendix A, and the Participant shall be vested at the time of such termination in the sum of (i) a number of shares of Stock determined by multiplying such Performance Share Unit number by a fraction, the numerator of which is the number of full months completed since the date hereof as of the date of such Change in Control, and the denominator of which is 36, and (ii) a number of shares of Stock equal to the product of the number of Performance Share Units granted hereunder, multiplied by the fraction resulting from one (1) minus the fraction set forth in Section 3(h)(i) of this paragraph. All shares of Stock to be issued to the Participant under this Section 3(h) as a result of the Participant’s termination of Continuous Service on or prior to the Change in Control, if any, shall be issued to the Participant no later than March 15 of the calendar year following the calendar year in which the effective date of the Change in Control occurs. All shares of Stock to be issued to the Participant under this Section 3(h) as a result of the Participant’s termination of Continuous Service after the effective date of the Change in Control, if any, shall be issued to the Participant as soon as practicable after the Participant’s Continuous Service ceases but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service ceases. If the Participant becomes entitled to any shares of Stock under this Section 3(h), he shall not be entitled to receive any shares of Stock under any other subsection of this Section 3. (i) For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any one of the following events:

Vesting Effect of Termination of Continuous Service Change in Control. (a) If the Participant remains in Continuous Service through and including the Determination Date, then the Participant shall be entitled to receive a number of shares of Stock determined by multiplying the number of Performance Share Units granted hereunder by the Applicable Vesting Percentage. The Applicable Vesting Percentage shall be equal to the sum of the lowest Vesting Percentage in the applicable Vesting Percentage Range set forth in the schedule above, plus the ProRata Vesting Percentage Point Increase. The “ProRata Vesting Percentage Point Increase” is the quotient of (i) the excess of the actual Cumulative EPS over the lowest Cumulative EPS in the applicable Cumulative EPS Range, divided by (ii) the result of a fraction, the numerator of which is the difference between the lowest and highest Cumulative EPS within such applicable Cumulative EPS Range, and the denominator of which is the difference between the lowest and highest applicable Vesting Percentages in the applicable Vesting Percentage Range. All shares of Stock to be issued to the Participant under this Section 3(a), if any, shall be issued to the Participant as soon as practicable after the Determination Date but in no event later than March 15, 2010. If the Participant becomes entitled to any shares of Stock under this Section 3(a), he shall not be entitled to receive any shares of Stock under any other subsection of this Section 3. (b) If, prior to the Determination Date, the Participant’s Continuous Service is (i) terminated by the Company for Cause or (ii) voluntarily terminated by the Participant other than on account, as applicable, of Good Reason, death or Disability, then the Participant shall receive no shares of Stock under this Agreement. (c) Subject to Section 3(e), if, on or prior to December 31, 2007, the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant, as applicable, on account of Good Reason, death or DisablityDisability, then the Participant shall receive a number of shares of Stock equal to the number of Performance Share Units granted hereunder, multiplied by a fraction, the numerator of which is the number of full months completed since the date hereof as of the date of such termination, and the denominator of which is 36. Subject to Section 3(k), all shares of Stock to be issued to the Participant under this Section 3(c), if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) within 10 days after the Participant’s Continuous Service is terminated, but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated. (d) Subject to Section 3(f), if, after December 31, 2007, but prior to the Determination Date and prior to a Change in Control, the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant, as applicable, on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number shall be determined (or that of the Participant’s designated beneficiary in the event of the Participant’s death) in accordance with Appendix A, and the Participant shall at the time of such termination be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the number of full months completed since the date hereof as of the date of such termination, and the denominator of which is 36. All Subject to Section 3(k), all shares of Stock to be issued to the Participant under this Section 3(d), if any, shall be issued to the Participant as soon as practicable (or the Participant’s designated beneficiary in the event of the Participant’s death) within 10 days after the Participant’s Continuous Service ceases is terminated, but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service ceasesis terminated. If the Participant becomes entitled to any shares of Stock under this Section 3(d), he shall not be entitled to receive any shares of Stock under any other subsection of this Section 3. (e) If there is a Change in Control on or prior to December 31, 2007, and the Participant remains in Continuous Service through the date which is six (6) months after the effective date of the Change in Control (“Six-Month Date”), then the Participant shall be vested in a number of shares of Stock equal to the number of Performance Share Units granted hereunder, multiplied by a fraction, the numerator of which is the number of full months that have elapsed since the date hereof as of the date of such termination, and the denominator of which is 36. Subject to Section 3(k), all shares of Stock to be issued to the Participant under this Section 3(e), if any, shall be issued to the Participant within 10 days after the Six-Month Date but in no event later than March 15 of the calendar year following the calendar year in which the Six-Month Date occurs; provided, however, that if the Change in Control triggering the right to payment under this Section 3(e) does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything in this Section 3(e) to the contrary, issuance of the shares of Stock will be made, to the extent necessary to comply with Section 409A of the Code, to the Participant on (or within 10 days after) the earliest of (i) the Participant’s “separation from service” with the Company (determined in accordance with Section 409A of the Code); (ii) the Determination Date; or (iii) the Participant’s death. (f) If there is a Change in Control after December 31, 2007, but prior to the Determination Date, and the Participant remains in Continuous Service through the Six-Month Date, then the Participant’s Performance Share Unit number shall be determined (or that of the Participant’s designated beneficiary in the event of the Participant’s death) in accordance with Appendix A, and the Participant shall on such Six-Month Date be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the number of full months completed since the date hereof as of the date of such termination, and the denominator of which is 36. Thereafter, the Participant shall become vested as of the Determination Date in a number of shares of Stock equal to the product of the number of Performance Share Units granted hereunder, multiplied by the fraction resulting from one (1) minus the fraction set forth in Section 3(f)(ii) of this paragraph, provided that, in the event that the Participant’s employment is terminated prior to the Determination Date by the Company other than for Cause or by the Participant, as applicable, on account of Good Reason, death or Disability, the Participant shall be vested in a number of shares of Stock equal to the number of Remaining Performance Share Units, multiplied by a fraction, the numerator of which is the number of full months that have elapsed for the period commencing on the Six-Month Date and ending on the date of such termination, and the denominator of which is the number of full months for the period commencing on the Six-Month Date and ending on the Determination Date. Notwithstanding any provision hereof, to the extent that cash is substituted for all or part of any Performance Share Unit incident to the Change in Control, then each such Performance Share Unit shall to that extent be immediately vested upon the Change in Control. All shares of Stock (or any cash substituted therefore) to be issued to the Participant under this Section 3(f), if any, shall be issued to the Participant as soon as practicable (A) subject to Section 3(k), within 10 days after such Six-Month Date occurs the Participant’s Continuous Service is terminated, or (B) within 10 days after the Determination Date, but in either such case, no event later than March 15 of the calendar year following the calendar year in which the Six-Month Date occurs15, 2010, whichever occurs earlier. If the Participant becomes entitled to any shares of Stock or cash under this Section 3(f), he shall not be entitled to receive any shares of Stock under any other subsection of this Section 3. (g) If there is a Change in Control on or prior to December 31, 2007, and the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant, as applicable, on account for of Good Reason, death or Disability during the Change in Control Period, then the Participant shall receive a number of shares of Stock equal to the number of Performance Share Units granted hereunder, multiplied by a fraction, the numberator numerator of which is the number of full months completed since the date hereof as of the date of such termination, and the denominator of which is 36. Subject to Section 3(k), all shares of Stock to be issued to the Participant under this Section 3(g), if any, as a result of the termination of the Participant’s Continuous Service that occurs during the six-month period prior to the effective date of the Change in Control shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) within 10 days after the effective date of the Change in Control but in no event later than March 15 of the calendar year following the calendar year in which the Change in Control occurs; provided, however, that if the Change in Control triggering the right to payment under this Section 3(g) does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything in this Section 3(g) to the contrary, issuance of the shares of Stock will be made, to the extent necessary to comply with Section 409A of the Code, to the Participant on (or within 10 days after) the earlier of (i) the Determination Date or (ii) the Participant’s death. Notwithstanding anything herein to the contrary, subject to Section 3(k), all shares of Stock to be issued to the Participant under this Section 3(g), if any, as a result of the termination of the Participant’s Continuous Service that occurs during the six-month period following the effective date of the Change in Control shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) within 10 days after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated. (h) If there is a Change in Control after December 31, 2007, but prior to the Determination Date, and the Participant’s Continuous Service is terminated during the Change in Control Period by the Company other than for Cause or by the Participant, as applicable, on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number shall be determined in accordance with Appendix A, and the Participant shall be vested at the time of such termination in the sum of (i) a number of shares of Stock determined by multiplying such Performance Share Unit number by a fraction, the numerator of which is the number of full months completed since the date hereof as of the date of such Change in Control, and the denominator of which is 36, and (ii) a number of shares of Stock equal to the product of the number of Performance Share Units granted hereunder, multiplied by the fraction resulting from one (1) minus the fraction set forth in Section 3(h)(i) of this paragraph. All shares of Stock Subject to be issued to the Participant under this Section 3(h) as a result of the Participant’s termination of Continuous Service on or prior to the Change in Control, if any, shall be issued to the Participant no later than March 15 of the calendar year following the calendar year in which the effective date of the Change in Control occurs. All shares of Stock to be issued to the Participant under this Section 3(h) as a result of the Participant’s termination of Continuous Service after the effective date of the Change in Control, if any, shall be issued to the Participant as soon as practicable after the Participant’s Continuous Service ceases but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service ceases. If the Participant becomes entitled to any shares of Stock under this Section 3(h), he shall not be entitled to receive any shares of Stock under any other subsection of this Section 3. (i) For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any one of the following events:Section