Common use of Possible Acceleration Upon Change in Control Clause in Contracts

Possible Acceleration Upon Change in Control. Upon a dissolution of the Corporation or other event described in Section 7.1 of the Plan (which generally covers certain mergers or similar reorganizations) that the Corporation does not survive (or does not survive as a public company in respect of its Common Stock), or upon a Change in Control Event (as defined in the Plan), then if the Stock Units subject to the Award are not then otherwise fully vested (and have not previously terminated), they shall automatically become vested immediately prior to the occurrence of such event; provided that such acceleration provision shall not apply, unless otherwise expressly provided by the Committee, to the extent that the Committee has made a provision for the substitution, assumption, exchange or other continuation or settlement of the Award, or the Award would otherwise continue in accordance with the terms of this Award Agreement, in the circumstances. Any acceleration of the Stock Units shall comply with applicable legal requirements. The Committee may reinstate the original terms of the Award if an event described in this Section 5.1 giving rise to the acceleration of Stock Units subject to the Award does not actually occur. Subject to Section 5.2 below, if an acceleration of the outstanding Stock Units subject to the Award is triggered by this Section 5.1 but the Grantee’s employment terminated prior to the event triggering such acceleration in circumstances covered by Section 2.2.2 and the number of Performance-Based Units that are to vest pursuant to Section 2.2.2 has not yet been determined as of the date of such event, the number of Performance-Based Units subject to the Award which shall vest in accordance with such event shall equal the number of Performance-Based Units outstanding subject to the Award immediately prior to such event multiplied by the Pro-Rata Fraction, and the balance of the Performance-Based Units subject to the Award (the portion not so vested) shall thereupon terminate. The preceding sentence shall control in the event of any discrepancy with Section 2.2.2.

Possible Acceleration Upon Change in Control. Upon a dissolution of the Corporation or other event described in Section 7.1 of the Plan (which generally covers certain mergers or similar reorganizations) that the Corporation does not survive (or does not survive as a public company in respect of its Common Stock), or upon a Change in Control Event (as defined in the Plan), then if the Stock Units subject to the Award are not then otherwise fully vested (and have not previously terminated), they shall automatically become vested immediately prior to upon the occurrence of such event; provided that such acceleration provision shall not apply, unless otherwise expressly provided by the Committee, to the extent that the Committee has made a provision for the substitution, assumption, exchange or other continuation or settlement of the Award, or the Award would otherwise continue in accordance with the terms of this Award Agreement, in the circumstances. Any acceleration of the Stock Units shall comply with applicable legal requirements. The Committee may reinstate the original terms of the Award if an event described in this Section 5.1 giving rise to the acceleration of Stock Units subject to the Award does not actually occur. Subject to Section 5.2 below, if an acceleration of the outstanding Stock Units subject to the Award is triggered by this Section 5.1 but the Grantee’s employment terminated prior to the event triggering such acceleration in circumstances covered by Section 2.2.1 or 2.2.2 and the number of Performance-Based Stock Units that are to vest pursuant to Section 2.2.1 or 2.2.2 has not yet been determined as of the date of such event, the number of Performance-Based Stock Units subject to the Award which shall vest in accordance with such event shall equal the number of Performance-Based Stock Units outstanding subject to the Award immediately prior to such event multiplied by the Performance Pro-Rata Fraction, and the balance of the Performance-Based Stock Units subject to the Award (the portion not so vested) shall thereupon terminate. The preceding sentence shall control in the event of any discrepancy with Section 2.2.1 or 2.2.2.