Common use of Acceleration Event Clause in Contracts

Acceleration Event. Notwithstanding anything in the Plan to the contrary, upon the occurrence of an Acceleration Event during the Performance Period, (i) a prorated portion of the Award shall vest based on actual performance though the date of the Acceleration Event (such prorated portion to be determined as provided below in this subsection 2(f)) and shall be paid within 30 days following the Acceleration Event and (ii) the remaining portion of the Award (such remaining portion to be determined as provided below in this subsection 2(f)) shall vest and shall be paid within 30 days following the Acceleration Event. The prorated portion of the Award that vests pursuant to subpart (i) in the prior sentence due to the Acceleration Event shall be determined by multiplying (A) the TSR Award Payout determined based on the Company’s TSR relative to the TSR for each company in the S&P Industrials determined pursuant to subsection 2(a) based on TSR performance for the period beginning January 1, 2011 and ending on the date preceding the date on which the Acceleration Event occurs (the “Prorated Period”), by (B) a fraction, the numerator of which is the number of calendar days in the Prorated Period and the denominator of which is 1,095. The remaining portion of the Award that vests pursuant to subpart (ii) in the first sentence of this subsection 2(f) due to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days remaining in the Performance Period as of the date of the Acceleration Event (including day of the Acceleration Event) and the denominator of which is 1,095.

Acceleration Event. Notwithstanding anything in the Plan this Agreement to the contrary, upon the occurrence of if an Acceleration Event during occurs following the Performance Perioddate hereof and on or before December 31, 2027, then (ix) a prorated pro-rated portion of the Award Performance Stock Units shall be eligible to vest based on the actual performance though the date of the Acceleration Event (such prorated portion to be determined as provided below in this subsection 2(fSection 3(c)) and shall be paid within 30 days following the Acceleration Event and (iiy) the remaining portion of the Award shall be determined by reference to the Target Award (such remaining portion to be determined as provided below in this subsection 2(fSection 3(c)). (i) shall vest and shall be paid within 30 days following With respect to the Acceleration Event. The prorated TSR Portion, the portion of the Award that vests pursuant to described in subpart (ix) in the prior sentence due to the Acceleration Event above shall be determined by multiplying (A) the TSR Award Payout number of Performance Stock Units that become eligible to vest in accordance with Exhibit 1 but with the average Vesting Factor equal to the sum of the Vesting Factors for any completed Performance Periods and the open (including the final) Performance Periods in which the Acceleration Event occurs (with Vesting Factor for the open (including the final) Performance Periods in which the Acceleration Event occurs determined based on the Company’s TSR relative to achievement of the TSR for each company in applicable performance measures over the S&P Industrials determined pursuant to subsection 2(a) based on TSR performance for the period beginning January 1, 2011 and ending on the date thirty trading days preceding the date on which the Acceleration Event occurs (occurs), divided by the “Prorated Period”)number of such Performance Periods, by (B) a fraction, the numerator of which is the number of calendar days in from (and including) January 1, 2025 to (and including) the Prorated Period date preceding the date on which the Acceleration Event occurs, and the denominator of which is 1,0951,095 (such fraction, the “Pro-Ration” Factor), and then rounding down to the nearest whole Performance Stock unit. The remaining With respect to the EPS Portion, the portion of the Award that vests pursuant to described in subpart (x) above shall be that portion of the EPS Portion as to which performance has been satisfied (for any completed Performance Period), plus deemed performance at 100% for any open Performance Period, but for any open Performance Period, pro-rated based on the number of days elapsed in the open Performance Period through the date of the Acceleration Event. (ii) The portion of the Award described in subpart (y) in the first sentence of this subsection 2(fSection 3(c) due to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days remaining in the Performance Period as of from the date of the Acceleration Event (including day of the Acceleration Event) to (and including) December 31, 2027, and the denominator of which is 1,095, rounded down to the nearest whole Performance Stock Unit. (iii) Except as otherwise set forth in this Agreement, the Performance Stock Units eligible to vest in accordance with this Section 3(c) shall be subject to the Grantee’s continuous employment with the Company or an Affiliate through December 31, 2027, subject to Section 3(b)(iv). Upon such vesting, the vested Performance Stock Units shall be delivered to the ▇▇▇▇▇▇▇ as soon as practicable after December 31, 2027, and in no event later than March 15, 2028. (iv) For the avoidance of doubt, this Section 3(c) is intended only to apply if an Acceleration Event occurs on or before December 31, 2027, or as otherwise provided herein. The Award shall otherwise remain subject to the terms and conditions set forth in this Agreement.

Acceleration Event. Notwithstanding anything in the Plan this Agreement to the contrary, upon the occurrence of if an Acceleration Event during occurs following the Performance Perioddate hereof and on or before December 31, 2025, then (ix) a prorated pro-rated portion of the Award Performance Stock Units shall be eligible to vest based on the actual performance though the date of the Acceleration Event (such prorated portion to be determined as provided below in this subsection 2(fSection 3(c)) and shall be paid within 30 days following the Acceleration Event and (iiy) the remaining portion of the Award shall be determined by reference to the Target Award (such remaining portion to be determined as provided below in this subsection 2(fSection 3(c)). (i) shall vest and shall be paid within 30 days following the Acceleration Event. The prorated portion of the Award that vests pursuant to described in subpart (ix) in the prior sentence due to the Acceleration Event above shall be determined by multiplying (A) the TSR Award Payout number of Performance Stock Units that become eligible to vest in accordance with Exhibit 1 but with the average Vesting Factor equal to the sum of the Vesting Factors for any completed Performance Periods and the open (including the final) Performance Periods in which the Acceleration Event occurs (with Vesting Factor for the open (including the final) Performance Periods in which the Acceleration Event occurs determined based on the Company’s TSR relative to achievement of the TSR for each company in applicable performance measures over the S&P Industrials determined pursuant to subsection 2(a) based on TSR performance for the period beginning January 1, 2011 and ending on the date thirty trading days preceding the date on which the Acceleration Event occurs (occurs), divided by the “Prorated Period”)number of such Performance Periods, by (B) a fraction, the numerator of which is the number of calendar days in from (and including) January 1, 2023 to (and including) the Prorated Period date preceding the date on which the Acceleration Event occurs, and the denominator of which is 1,095. . (ii) The remaining portion of the Award that vests pursuant to described in subpart (iiy) in the first sentence of this subsection 2(fSection 3(c) due to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days remaining in the Performance Period as of from the date of the Acceleration Event (including day of the Acceleration Event) to (and including) December 31, 2025, and the denominator of which is 1,095. (iii) The Performance Stock Units eligible to vest in accordance with this Section 3(c) shall be subject to the Participant’s continuous employment with the Company or an Affiliate through December 31, 2025, subject to Section 3(b)(iv). Upon such vesting, the vested Performance Stock Units shall be delivered to the Participant as soon as practicable after December 31, 2025 and in no event later than March 15, 2026. Any fractional Share will be rounded to the nearest whole Share (with 0.5 to be rounded up). (iv) For the avoidance of doubt, this Section 3(c) is intended only to apply if an Acceleration Event occurs on or before December 31, 2025. The Award shall otherwise remain subject to the terms and conditions set forth in this Agreement.

Acceleration Event. Notwithstanding anything in the Plan to the contrary, upon the occurrence of an Acceleration Event during the Performance Periodon or before December 31, 20XX, (i) a prorated portion of the Award shall vest be earned based on actual performance though the date of the Acceleration Event (such prorated portion to be determined as provided below in this subsection 2(f2(e)) and shall be paid within 30 days following the Acceleration Event ), and (ii) the remaining portion of the Award shall be earned by reference to the Target Award (such remaining portion to be determined as provided below in this subsection 2(f2(e)) shall vest and ). The combined earned amount shall be paid within 30 days following the Acceleration Event. The prorated portion of the Award that vests is earned pursuant to subpart (i) in the prior sentence above due to the Acceleration Event shall be determined by multiplying (A) the TSR Award Payout determined based on in accordance with subsection 2(a)(i), but with the Company’s TSR relative Average Payout Factor equal to the TSR sum of the Payout Factors for each company any completed Performance Periods and the open (including the final) Performance Periods in which the S&P Industrials Acceleration Event occurs (with Payout Factor for the open (including the final) Performance Periods in which the Acceleration Event occurs determined pursuant to subsection 2(a) based on TSR performance for the period beginning January 1, 2011 and ending on through the date preceding the date on which the Acceleration Event occurs (occurs), divided by the “Prorated Period”)number of such Performance Periods, by (B) a fraction, the numerator of which is the number of calendar days in from (and including) January 1, 20XX to (and including) the Prorated Period date preceding the date on which the Acceleration Event occurs, and the denominator of which is 1,095XXXX. The remaining portion of the Award that vests is earned pursuant to subpart (ii) in the first sentence of this subsection 2(f2(e) due to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days remaining in the Performance Period as of from the date of the Acceleration Event (including day of the Acceleration Event) to (and including) December 31, 20XX, and the denominator of which is 1,095XXXX. Amounts earned and paid pursuant to this subsection 2(e) shall be in lieu of, and not in addition to, amounts that might otherwise be earned and paid pursuant to this Agreement.

Acceleration Event. Notwithstanding anything in the Plan to the contrary, upon the occurrence of an Acceleration Event during the Performance Period, (i) a prorated portion of the Award shall vest based on actual performance though the date of the Acceleration Event (such prorated portion to be determined as provided below in this subsection 2(f)) and shall be paid within 30 days following the Acceleration Event and (ii) the remaining portion of the Award (such remaining portion to be determined as provided below in this subsection 2(f)) shall vest and shall be paid within 30 days following the Acceleration Event. The prorated portion of the Award that vests pursuant to subpart (i) in the prior sentence due to the Acceleration Event shall be determined by multiplying (A) the TSR Award Payout determined based on the Company’s TSR relative to the TSR for each company in the S&P Industrials determined pursuant to subsection 2(a) based on TSR performance for the period beginning January 1, 2011 20XX and ending on the date preceding the date on which the Acceleration Event occurs (the “Prorated Period”), by (B) a fraction, the numerator of which is the number of calendar days in the Prorated Period and the denominator of which is 1,095. The remaining portion of the Award that vests pursuant to subpart (ii) in the first sentence of this subsection 2(f) due to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days remaining in the Performance Period as of the date of the Acceleration Event (including day of the Acceleration Event) and the denominator of which is 1,095.

Acceleration Event. Notwithstanding anything in the Plan this Agreement to the contrary, upon the occurrence of if an Acceleration Event during occurs following the Performance Perioddate hereof and on or before December 31, 2026, then (ix) a prorated pro-rated portion of the Award Performance Stock Units shall be eligible to vest based on the actual performance though the date of the Acceleration Event (such prorated portion to be determined as provided below in this subsection 2(fSection 3(c)) and shall be paid within 30 days following the Acceleration Event and (iiy) the remaining portion of the Award shall be determined by reference to the Target Award (such remaining portion to be determined as provided below in this subsection 2(fSection 3(c)). (i) shall vest and shall be paid within 30 days following the Acceleration Event. The prorated portion of the Award that vests pursuant to described in subpart (ix) in the prior sentence due to the Acceleration Event above shall be determined by multiplying (A) the TSR Award Payout number of Performance Stock Units that become eligible to vest in accordance with Exhibit 1 but with the average Vesting Factor equal to the sum of the Vesting Factors for any completed Performance Periods and the open (including the final) Performance Periods in which the Acceleration Event occurs (with Vesting Factor for the open (including the final) Performance Periods in which the Acceleration Event occurs determined based on the Company’s TSR relative to achievement of the TSR for each company in applicable performance measures over the S&P Industrials determined pursuant to subsection 2(a) based on TSR performance for the period beginning January 1, 2011 and ending on the date thirty trading days preceding the date on which the Acceleration Event occurs (occurs), divided by the “Prorated Period”)number of such Performance Periods, by (B) a fraction, the numerator of which is the number of calendar days in from (and including) January 1, 2024 to (and including) the Prorated Period date preceding the date on which the Acceleration Event occurs, and the denominator of which is 1,095. . (ii) The remaining portion of the Award that vests pursuant to described in subpart (iiy) in the first sentence of this subsection 2(fSection 3(c) due to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days remaining in the Performance Period as of from the date of the Acceleration Event (including day of the Acceleration Event) to (and including) December 31, 2026, and the denominator of which is 1,095. (iii) The Performance Stock Units eligible to vest in accordance with this Section 3(c) shall be subject to the Participant’s continuous employment with the Company or an Affiliate through December 31, 2026, subject to Section 3(b)(iv). Upon such vesting, the vested Performance Stock Units shall be delivered to the Participant as soon as practicable after December 31, 2026, and in no event later than March 15, 2027. Any fractional Share will be rounded to the nearest whole Share (with 0.5 to be rounded up). (iv) For the avoidance of doubt, this Section 3(c) is intended only to apply if an Acceleration Event occurs on or before December 31, 2026. The Award shall otherwise remain subject to the terms and conditions set forth in this Agreement.

Acceleration Event. Notwithstanding anything in the Plan this Agreement to the contrary, upon the occurrence of if an Acceleration Event during occurs following the date hereof and on or before December 31, 2025, then the Performance PeriodStock Units shall be converted to time-based Performance Stock Units, subject to the Participant’s continuous employment with the Company or an Affiliate through December 31, 2025 unless otherwise provided in Section 3(b)(ii); provided, that (ix) a prorated portion the number of Performance Stock Units will be based on the actual achievement of the Award shall vest based Per Share targets (as set forth on actual performance though Exhibit 1) over the thirty trading days preceding the date on which the Acceleration Event occurs as certified by the Compensation and Personnel Committee; provided, further that if the Per Share Average has achieved the $90 target or higher at the time of the Acceleration Event Event, then the TSR Ranking target (such prorated portion to as set forth on Exhibit 1) shall be determined as provided below in this subsection 2(fSection 3(c)) and shall be paid within 30 days following the Acceleration Event ; and (iiy) the remaining portion of the Award (such remaining portion to be determined as provided below in this subsection 2(f)) shall vest and Award, if any, shall be paid within 30 days following forfeited as of the date of the Acceleration Event. The prorated portion of the Award that vests pursuant to subpart . (i) The average Vesting Factor in respect of the prior sentence due TSR Ranking described in subpart (x) above shall be equal to the sum of the Vesting Factors for any completed Performance Periods and the open (including the final) Performance Periods in which the Acceleration Event shall be determined by multiplying occurs (Awith Vesting Factor for the open (including the final) Performance Periods in which the TSR Award Payout Acceleration Event occurs determined based on the Company’s TSR relative to achievement of the TSR for each company in the S&P Industrials determined pursuant to subsection 2(a) based on TSR applicable performance for the period beginning January 1, 2011 and ending on measures through the date preceding the date on which the Acceleration Event occurs (the “Prorated Period”occurs), divided by (B) a fraction, the numerator of which is the number of calendar days such Performance Periods, in each case, as certified by the Prorated Period Compensation and the denominator of which is 1,095. The remaining portion of the Award that vests pursuant to subpart Personnel Committee. (ii) The vested Performance Stock Units in the first sentence of accordance with this subsection 2(fSection 3(c) due shall be delivered to the Participant as soon as practicable after December 31, 2025, and in no event later than March 15, 2026. Any fractional Share will be rounded to the nearest whole Share (with 0.5 to be rounded up). 2023 SPU Grant – Annual Grant PACID: 23SPU (iii) For the avoidance of doubt, this Section 3(c) is intended only to apply if an Acceleration Event occurs on or before December 31, 2025. The Award shall be determined by multiplying (A) otherwise remain subject to the Target Award by (B) a fraction, the numerator of which is the number of calendar days remaining terms and conditions set forth in the Performance Period as of the date of the Acceleration Event (including day of the Acceleration Event) and the denominator of which is 1,095this Agreement.

Acceleration Event. Notwithstanding anything in the Plan this Agreement to the contrary, upon the occurrence of an Acceleration Event during on or before December 31, 20XX, the Performance Period, TSR Award Payout shall be determined as follows: (i) a prorated portion of the Award shall vest be determined based on actual performance though the date of the Acceleration Event (such prorated portion to be determined as provided below in this subsection 2(f2(e)) and shall be paid within 30 days following the Acceleration Event ), and (ii) the remaining portion of the Award shall be determined by reference to the Target Award (such remaining portion to be determined as provided below in this subsection 2(f2(e)) shall vest and shall be paid within 30 days following the Acceleration Event). The prorated portion of the Award that vests pursuant to described in subpart (i) in the prior sentence due to the Acceleration Event above shall be determined by multiplying (A) the TSR Award Payout determined based on in accordance with subsection 2(a)(i), but with the Company’s TSR relative Average Payout Factor equal to the TSR sum of the Payout Factors for each company any completed Performance Periods and the open (including the final) Performance Periods in which the S&P Industrials Acceleration Event occurs (with Payout Factor for the open (including the final) Performance Periods in which the Acceleration Event occurs determined pursuant to subsection 2(a) based on TSR performance for the period beginning January 1, 2011 and ending on through the date preceding the date on which the Acceleration Event occurs (occurs), divided by the “Prorated Period”)number of such Performance Periods, by (B) a fraction, the numerator of which is the number of calendar days in from (and including) January 1, 20XX to (and including) the Prorated Period date preceding the date on which the Acceleration Event occurs, and the denominator of which is 1,0951096. The remaining portion of the Award that vests pursuant to described in subpart (ii) in the first sentence of this subsection 2(f2(e) due to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days remaining in the Performance Period as of from the date of the Acceleration Event (including day of the Acceleration Event) to (and including) December 31, 20XX, and the denominator of which is 1,0951096. For the avoidance of doubt, this subsection 2(e) is intended only to address the method for calculating the TSR Award Payout if an Acceleration Event occurs on or before December 31, 20XX. The Award shall otherwise remain subject to the terms and conditions set forth in this Agreement, including, without limitation, those set forth in subsections 2(b), 2(c) and 2(d).

Acceleration Event. Notwithstanding anything in the Plan to the contrary, upon the occurrence of an Acceleration Event during the Performance Period, (i) a prorated portion of the Award shall vest based on actual performance though the date of the Acceleration Event (such prorated portion to be determined as provided below in this subsection 2(f2(e)) and shall be paid within 30 days following the Acceleration Event and (ii) the remaining portion of the Award (such remaining portion to be determined as provided below in this subsection 2(f2(e)) shall vest and shall be paid within 30 days following the Acceleration Event. The prorated portion of the Award that vests pursuant to subpart (i) in the prior sentence due to the Acceleration Event shall be determined by multiplying (A) the TSR Award Payout determined based on the Company’s TSR relative to the TSR for each company of the Company’s Competitors, weighted as described in the S&P Industrials determined pursuant to subsection 2(a) Section 2(a)(i), based on TSR performance for the period beginning January 1, 2011 2012 and ending on the date preceding the date on which the Acceleration Event occurs (the “Prorated Period”), by (B) a fraction, the numerator of which is the number of calendar days in the Prorated Period and the denominator of which is 1,095. The remaining portion of the Award that vests pursuant to subpart (ii) in the first sentence of this subsection 2(f2(e) due to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days remaining in the Performance Period as of the date of the Acceleration Event (including day of the Acceleration Event) and the denominator of which is 1,095.

Acceleration Event. Notwithstanding anything (a) The occurrence of an Event of Default as described in clauses (a), (b), (c) and (h) of Section 5.01 shall be automatically deemed an Acceleration Event (an “Acceleration Event”) and the Plan occurrence and continuation of an Event of Default described in clauses (d), (e), (f), and (g) of Section 5.01 shall be deemed an Acceleration Event on the date that the Purchase Contract Agent or the Holders of not less than 25% of the Outstanding Purchase Contracts (the “Required Holders”) deliver written notice of its or their election to accelerate to the contraryCompany, upon and to the Purchase Contract Agent if such notice is given by the Holders. (b) Upon an Acceleration Event, the Purchase Contracts shall be settled on the date three Business Days following the occurrence of an such Acceleration Event during (the Performance Period“Acceleration Date”) (provided that with respect to an Event of Default specified in Section 5.01(e), (i) a prorated portion of the Award Acceleration Date shall vest based on actual performance though be the Purchase Contract Settlement Date), in accordance with Section 3.13 as if the date of the Acceleration Event were the Purchase Contract Settlement Date and (such prorated portion i) all accrued and unpaid Contract Adjustment Payments on the Purchase Contracts to be determined as provided below in this subsection 2(f)) and shall be paid within 30 days following but excluding the Acceleration Event and Date, (ii) the remaining portion present value of all Contract Adjustment Payments that would have been payable on the Award Purchase Contracts for the period from and including the Acceleration Date to but excluding the Purchase Contract Settlement Date and (such remaining portion to be determined as provided below in this subsection 2(f)iii) any other amounts due and owing from the Company hereunder shall vest become immediately due and payable. (c) The present value of Contract Adjustment Payments shall be paid within 30 days following the Acceleration Event. The prorated portion of the Award that vests pursuant calculated based on an interest rate equal to subpart (i) (x) for any period of twelve months or less, the USD-LIBOR-BBA interest rate or (y) for any period greater than twelve months, the “offer side” U.S. dollar swap rate, in the prior sentence due to each case as in effect on the Acceleration Event shall be determined by multiplying (A) the TSR Award Payout determined based on the Company’s TSR relative to the TSR for each company in the S&P Industrials determined pursuant to subsection 2(a) based on TSR performance for Date, that has a designated maturity that corresponds most closely to, but is longer than, the period beginning January 1from and including such Acceleration Date to but excluding the Purchase Contract Settlement Date, 2011 and ending on the date preceding the date on which the Acceleration Event occurs (the “Prorated Period”), by (B) a fraction, the numerator of which is the number of calendar days in the Prorated Period and the denominator of which is 1,095. The remaining portion of the Award that vests pursuant to subpart plus (ii) in 0.5%. (d) Upon the first sentence occurrence of this subsection 2(f) due to any Acceleration Event, the Purchase Contract Agent shall immediately notify the Collateral Agent of such Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days remaining in the Performance Period as of the date of the Acceleration Event (including day of the Acceleration Event) and the denominator of which is 1,095corresponding Acceleration Date.