Common use of Double Trigger Change of Control Clause in Contracts

Double Trigger Change of Control. Subject to Section 5(b) below, if, subsequent to receiving a Replacement Award, Participant’s employment with the Company (or its successor in the Change of Control) is terminated on the date of the Change of Control or within the CIC Protection Period either by Participant for Good Reason or by the Company or successor (as applicable) other than for Cause, then the Replacement Award will vest and be paid out as follows: if at least one calendar year of performance during the Performance Period has been completed prior to the date of the Change of Control, the Shares shall be paid out based upon the Adjusted EBITDA Performance Multiplier calculated at the time of the Change of Control, provided that such calculation shall factor in the calendar years during the Performance Period that have been completed at the time of the Change of Control and the calendar year during which the Change of Control occurs, with the calendar year during which the Change of Control occurs being treated as a fully completed calendar year during which the Target Award payout level (100%) was achieved; otherwise, the Target Award payout level (100%) shall be used. Payment of the Shares shall be made as provided in Section 8.