Common use of Qualifying Termination Following a Change in Control Clause in Contracts

Qualifying Termination Following a Change in Control. If the Participant experiences a Qualifying Termination (for purposes of which the Company will include a successor of the Company following the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control), in connection with or during a period of two (2) years after the Change in Control, any Replacement Award that replaces this Award, to the extent not vested as of such Termination of Service, shall vest in full and all previously undelivered Performance-Based RSU Shares shall be delivered to the Participant (or the Participant’s beneficiary) as soon as practicable and within thirty (30) days following the date of such Qualifying Termination. The total number of Performance-Based RSU Shares delivered to the Participant pursuant to this Section 4(c) shall equal: (i) the greater of: (A) the number of Earned Performance-Based RSU Shares that would vest if the effective date of the Change in Control were deemed to be the Performance-Based Vesting Date; or (B) 100% of the Performance-Based RSU Shares granted under this Award; minus (ii) the number of Performance-Based RSU Shares, if any, that were previously delivered to the Participant. For purposes of clause (c)(i)(A), the determination of performance shall be the same determination made by the Committee, as constituted immediately before the Change in Control, for purposes of vesting of RSU awards held by non-officer executives of the Company whose awards: (A) were granted in respect of the same Performance Period as defined in this Agreement; (B) were determined using the same performance metrics described in Attachment C to this Agreement; and (C) vested on the effective date of such Change in Control.

Qualifying Termination Following a Change in Control. If the Participant experiences a Qualifying Termination (for purposes of which the Company will include a successor of the Company following the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control), in connection with or during a period of two (2) 2 years after the Change in Control, any Replacement Award that replaces this Award, to the extent not vested as of such Termination of Service, shall vest in full and all previously undelivered Time-Based RSU Shares and Performance-Based RSU Shares shall be delivered to the Participant (or the Participant’s beneficiary) as soon as practicable and within thirty (30) 30 days following the date of such Qualifying Termination. The total number of Performance-Based RSU Shares delivered to the Participant pursuant to this Section 4(c) shall equal: equal (i) the greater of: of (A) the number of Earned Performance-Based RSU Shares that would vest if the effective date of the Change in Control were deemed to be the Performance-Based Vesting Date; , or (B) 100% of the Performance-Based RSU Shares granted under this Award; , minus (ii) the number of Performance-Based RSU Shares, if any, that were previously delivered to the Participant. For purposes of clause (c)(i)(A), the determination of performance shall be the same determination made by the Committee, as constituted immediately before the Change in Control, for purposes of vesting of RSU awards held by non-officer executives of the Company whose awards: awards (A) were granted in respect of the same Performance Period as defined in this Agreement; , (B) were determined using the same performance metrics described in Attachment C B to this Agreement; Agreement and (C) vested on the effective date of such Change in Control.

Qualifying Termination Following a Change in Control. If the Participant experiences a Qualifying Termination (for purposes of which the Company will include a successor of the Company following the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control), in connection with or during a period of two (2) years after the Change in Control, any Replacement Award that replaces this Award, to the extent not vested as of such Termination of Service, shall vest in full and all previously undelivered Performance-Based RSU Shares shall be delivered to the Participant (or the Participant’s beneficiary) as soon as practicable and within thirty (30) days following the date of such Qualifying Termination. The total number of Performance-Based RSU Shares delivered to the Participant pursuant to this Section 4(c) shall equal: (i) the greater of: (A) the number of Earned Performance-Based RSU Shares that would vest if the effective date of the Change in Control were deemed to be the Performance-Based Vesting Date; or (B) 100% of the Performance-Based RSU Shares granted under this Award; minus (ii) the number of Performance-Based RSU Shares, if any, that were previously delivered to the Participant. For purposes of clause (c)(i)(A), the determination of performance shall be the same determination made by the Committee, as constituted immediately before the Change in Control, for purposes of vesting of RSU awards held by non-officer executives of the Company whose awards: (A) were granted in respect of the same Performance Period as defined in this Agreement; (B) were determined using the same performance metrics described in Attachment C to this Agreement; and (C) vested on the effective date of such Change in Control.

Qualifying Termination Following a Change in Control. If the Participant experiences a Qualifying Termination (for purposes of which the Company will include a successor of the Company following the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control), in connection with or during a period of two (2) 2 years after the Change in Control, any Replacement Award that replaces this Award, to the extent not vested as of such Termination of Service, shall vest in full and all previously undelivered Time-Based RSU Shares, Continuity Incentive RSU Shares and Performance-Based RSU Shares shall be delivered to the Participant (or the Participant’s beneficiary) as soon as practicable and within thirty (30) 30 days following the date of such Qualifying Termination. The total number of Performance-Based RSU Shares delivered to the Participant pursuant to this Section 4(c) shall equal: equal (i) the greater of: of (A) the number of Earned Performance-Based RSU Shares that would vest if the effective date of the Change in Control were deemed to be the Performance-Based Vesting Date; , or (B) 100% of the Performance-Based RSU Shares granted under this Award; , minus (ii) the number of Performance-Based RSU Shares, if any, that were previously delivered to the Participant. For purposes of clause (c)(i)(A), the determination of performance shall be the same determination made by the Committee, as constituted immediately before the Change in Control, for purposes of vesting of RSU awards held by non-officer executives of the Company whose awards: awards (A) were granted in respect of the same Performance Period as defined in this Agreement; , (B) were determined using the same performance metrics described in Attachment C B to this Agreement; Agreement and (C) vested on the effective date of such Change in Control.

Qualifying Termination Following a Change in Control. If the Participant experiences a Qualifying Termination (for purposes of which the Company will include a successor of the Company following the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control), in connection with or during a period of two (2) 2 years after the Change in Control, any Replacement Award that replaces this Award, to the extent not vested as of such Termination of Service, shall vest in full and all previously undelivered Time-Based RSU Shares, Performance-Based RSU shares, Time-Based Continuity Incentive RSU Shares and Performance-Based Continuity Incentive RSU Shares shall be delivered to the Participant (or the Participant’s beneficiary) as soon as practicable and within thirty (30) 30 days following the date of such Qualifying Termination. The total number of Performance-Based RSU Shares and Performance-Based Continuity Incentive RSU Shares delivered to the Participant pursuant to this Section 4(c) shall equal: equal (i) the greater of: of (A) the number of Earned Performance-Based RSU Shares and Earned Performance-Based Continuity Incentive RSU Shares, respectively, that would vest if the effective date of the Change in Control were deemed to be the Performance-Based Vesting Date; , or (B) 100% of the Performance-Based RSU Shares and Performance-Based Continuity Incentive RSU Shares, respectively, granted under this Award; , minus (ii) the number of Performance-Based RSU Shares and Performance-Based Continuity Incentive RSU Shares, respectively, if any, that were previously delivered to the Participant. For purposes of clause (c)(i)(A), the determination of performance shall be the same determination made by the Committee, as constituted immediately before the Change in Control, for purposes of vesting of RSU awards held by non-officer executives of the Company whose awards: awards (A) were granted in respect of the same Performance Period as defined in this Agreement; , (B) were determined using the same performance metrics described in Attachment C B to this Agreement; Agreement and (C) vested on the effective date of such Change in Control.