Common use of Effect of a Change of Control Clause in Contracts

Effect of a Change of Control. (i) If in connection with a Change of Control, the acquiring corporation (or other successor to Corporation, or if applicable, Corporation itself, in the Change of Control) (collectively, and together with such entity’s subsidiaries, the “Successor”) does not assume the Performance Shares, then if the Performance Shares have not previously been forfeited, the date of the Change of Control shall be the Vesting Date, and: (A) if such Vesting Date occurs after the last day of the Performance Period, then the number of Performance Shares that would have been earned on the Original Vesting Date pursuant to Section 4 above if Participant had remained in the continuous employ of Corporation from the Grant Date until the Original Vesting Date shall be earned as of the Vesting Date; or (B) if such Vesting Date occurs on or before the last day of the Performance Period, the number of Performance Shares that shall be earned as of such Vesting Date shall equal the greater of (x) the Target Award, and (y) the number of Performance Shares that would have been earned on the Original Vesting Date in accordance with Section 4 if Participant had remained in the continuous employ of Corporation from the Grant Date until the Original Vesting Date, determined as if the end date of the Performance Period were the date of the Change of Control and after the Performance Objectives have been adjusted to account for such shortened Performance Period by the Administrator in its sole discretion (such greater number, the “Adjusted Award”). (ii) If in connection with a Change of Control, the Successor assumes the Performance Shares that have not previously been forfeited, then subject to Section 5(b)(iii), the Original Vesting Date shall be the Vesting Date, and:

Effect of a Change of Control. (i) If in connection with a Change of Control, the acquiring corporation (or other successor to Corporation, or if applicable, Corporation itself, in the Change of Control) (collectively, and together with such entity’s subsidiaries, the “Successor”) Successor does not assume the Performance Shares, then if the Performance Shares have not previously been forfeited, the date of the Change of Control shall be the Vesting Date, and: (A) if such Vesting Date occurs after the last day of the Performance Period, then the number of Performance Shares that would have been earned on the Original Vesting Date pursuant to Section 4 above if Participant had remained in the continuous employ of Corporation from the Grant Date until the Original Vesting Date shall be earned as of the Vesting Date; or (B) if such Vesting Date occurs on or before the last day of the Performance Period, the number of Performance Shares that shall be earned as of such Vesting Date shall equal the greater of (x) the Target Award, and (y) the number of Performance Shares that would have been earned on the Original Vesting Date in accordance with Section 4 if Participant had remained in maintained his or her Service Relationship with the continuous employ of Corporation from the Grant Date until the Original Vesting Date, determined as if the end date of the Performance Period were the date of the Change of Control and after the Performance Objectives have been adjusted to account for such shortened Performance Period by the Administrator in its sole discretion (such greater number, the “Adjusted Award”). (ii) If in connection with a Change of Control, the Successor assumes the Performance Shares that have not previously been forfeited, then subject to Section 5(b)(iii), the Original Vesting Date shall be the Vesting Date, and:: (A) if the Change of Control occurs after the last day of the Performance Period, then the number of Performance Shares that would have been earned on the Original Vesting Date pursuant to Section 4 above shall be earned as of such Vesting Date as long as Participant maintains his or her Service Relationship with the Successor through such Vesting Date; or

Effect of a Change of Control. (i) If in connection with a Change of Control, the acquiring corporation (or other successor to Corporation, or if applicable, Corporation itself, in the Change of Control) (collectively, and together with such entity’s subsidiaries, the “Successor”) Successor does not assume the Performance Shares, then if the Performance Shares have not previously been forfeited, the date of the Change of Control shall be the Vesting Date, and: (A) if such Vesting Date occurs after the last day of the Performance Period, then the number of Performance Shares that would have been earned on the Original Vesting Date pursuant to Section 4 above if Participant had remained in the continuous employ of Corporation from the Grant Date until the Original Vesting Date shall be earned as of the Vesting Date; or (B) if such Vesting Date occurs on or before the last day of the Performance Period, the number of Performance Shares that shall be earned as of such Vesting Date shall equal the greater of (x) the Target Award, and (y) the number of Performance Shares that would have been earned on the Original Vesting Date in accordance with Section 4 if Participant had remained in maintained his or her Service Relationship with the continuous employ of Corporation from the Grant Date until the Original Vesting Date, determined as if the end date of the Performance Period were the date of the Change of Control and after the Performance Objectives have been adjusted to account for such shortened Performance Period by the Administrator in its sole discretion (such greater number, the “Adjusted Award”). (ii) If in connection with a Change of Control, the Successor assumes the Performance Shares that have not previously been forfeited, then subject to Section 5(b)(iii), the Original Vesting Date shall be the Vesting Date, and: