Common use of Acceleration of Rights upon Change in Control Clause in Contracts

Acceleration of Rights upon Change in Control. Upon the occurrence of a “Change in Control” (as such term is defined in the 2012 LTIP Plan, as amended and in effect as of the Effective Date hereof), with respect to each Equity Compensation award held by the Executive as of the date of such Change in Control: (i) for which the vesting period is based on the passage of time, 100% of such Equity Compensation shall vest, and to the extent applicable, become exercisable and (ii) for which vesting is based on performance and for which the performance period is incomplete, the performance period in respect of such Equity Compensation award shall end on the date of the Change in Control and such Equity Compensation award shall be deemed earned based on the actual levels of achievement of the applicable performance criteria as of the date of such Change in Control, as determined by the Committee; provided, that such Equity Compensation award shall be deemed earned based on the target level of achievement with respect to the performance criteria relating to strategic objectives. With respect to Equity Compensation that is settled in shares of the Company’s common stock, the Executive shall be issued fully vested shares of the Company’s common stock in respect of each such earned Equity Compensation award on the date of the Change in Control. The number of shares of the Company’s common stock that will be issued to the Executive in respect of each such earned Equity Compensation award shall be calculated based on the closing price per share on the trading date coinciding with (or, if such date is not a trading day, next following) the date of the Change in Control; provided, that if the Company’s common stock is not, or is no longer, traded on an exchange as of the date of the Change in Control, then the number of shares that will be issued to the Executive in respect of each such earned Equity Compensation award shall be calculated based on the value determined by the Compensation Committee in its reasonable discretion based on the actual or implied price paid to the Company’s shareholders in the Change in Control transaction. For purposes of this Agreement, a Change in Control shall not include the consummation of any transaction for which an offer is made and accepted in the ninety (90) days following execution of this Agreement and which closes before January 15, 2015, provided that this Agreement is assumed in such transaction, and provided further that, if, as a result of any such transaction, the Company or surviving entity is no longer a company whose common equity is registered under Section 12 of the Securities Exchange Act of 1934, then, upon the vesting of each Equity Compensation award held by the Executive, the Executive shall be entitled to payment of such award in cash in an amount equal to the fair value of the equity of the Company or the surviving entity that the Executive would otherwise be entitled to receive as determined in good faith by the board of directors of the Company or surviving entity. For purposes of this Agreement, a Change in Control shall not include an initial public offering of the Company. Notwithstanding the foregoing, to the extent necessary for the Executive to avoid taxes and/or penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Tax Code”), a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Tax Code.

Acceleration of Rights upon Change in Control. Upon the occurrence of a “Change in Control” (as such term is defined in the 2012 LTIP Plan, as amended and in effect as of the Effective Date hereof), with respect to each Equity Compensation award held by the Executive as of the date of such Change in Control: (i) for which the vesting period is based on the passage of time, 100% of such Equity Compensation shall vest, and to the extent applicable, become exercisable and (ii) for which vesting is based on performance and for which the performance period is incomplete, the performance period in respect of such Equity Compensation award shall end on the date of the Change in Control and such Equity Compensation award shall be deemed earned based on the actual levels of achievement of the applicable performance criteria as of the date of such Change in Control, as determined by the Committee; provided, that such Equity Compensation award shall be deemed earned based on the target level of achievement with respect to the performance criteria relating to strategic objectives. With respect to Equity Compensation that is settled in shares of the Company’s common stock, the Executive shall be issued fully vested shares of the Company’s common stock in respect of each such earned Equity Compensation award on the date of the Change in Control. The number of shares of the Company’s common stock that will be issued to the Executive in respect of each such earned Equity Compensation award shall be calculated based on the closing price per share on the trading date coinciding with (or, if such date is not a trading day, next following) the date of the Change in Control; provided, that if the Company’s common stock is not, or is no longer, traded on an exchange as of the date of the Change in Control, then the number of shares that will be issued to the Executive in respect of each such earned Equity Compensation award shall be calculated based on the value determined by the Compensation Committee in its reasonable discretion based on the actual or implied price paid to the Company’s shareholders in the Change in Control transaction. For purposes of this Agreement, a Change in Control shall not include the consummation of any transaction for which an offer is made and accepted in the ninety (90) days following execution of this Agreement and which closes before January 15, 2015, provided that this Agreement is assumed in such transaction, and provided further that, if, as a result of any such transaction, the Company or surviving entity is no longer a company whose common equity is registered under Section 12 of the Securities Exchange Act of 1934, then, upon the vesting of each Equity Compensation award held by the Executive, the Executive shall be entitled to payment of such award in cash in an amount equal to the fair value of the equity of the Company or the surviving entity that the Executive would otherwise be entitled to receive as determined in good faith by the board of directors of the Company or surviving entity. For purposes of this Agreement, a Change in Control shall not include an initial public offering of the Company. Notwithstanding the foregoing, to the extent necessary for the Executive to avoid taxes and/or penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Tax Code”), a Change in Control shall not be deemed to occur unless it constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under Section 409A of the Tax Code.