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

Qualifying Termination Following a Change in Control. In the event that you have a Qualifying Termination as defined in Plan Section 9(c) during the Protected Period (as defined in Section 6(f) below) following a Change in Control (as defined in the Plan), you will be deemed vested (i) in any Performance Share Units that relate to a Performance Year completed before such termination and which have been determined or thereafter are determined by the Committee to have been earned under Section 4, and (ii), with respect to Performance Share Units relating to a Performance Year in progress at the date of your Qualifying Termination (subject to Section 1, but including Performance Share Units otherwise not meeting the one-year requirement of Section 2), in a Pro Rata Portion of the target number of Performance Share Units that could have been earned in the Performance Year. All of your earned and vested Performance Share Units shall be settled promptly (subject to Section 6(e) below and Section 11(k) of the Plan); provided, however, any additional forfeiture conditions in the nature of a “clawback” contained in Section 10 of this Agreement shall continue to apply to any payment. Upon your Qualifying Termination, any Performance Share Units that have not been deemed earned and vested under this Section 6(c) will be canceled and forfeited.

Qualifying Termination Following a Change in Control. In the event that you have a Qualifying Termination as defined in Plan Section 9(c) during the Protected Period (as defined in Section 6(f) below) following a Change in Control (as defined in the Plan), you will be deemed vested (i) in any Performance Share Units Shares that relate to a Performance Year completed before such termination and which have been determined or thereafter are determined by the Committee to have been earned under Section 4, and (ii), with respect to Performance Share Units Shares relating to a Performance Year in progress at the date of your Qualifying Termination (subject to Section 1, but including Performance Share Units Shares otherwise not meeting the one-year requirement of Section 2), in a Pro Rata Portion of the target number of Performance Share Units Shares that could have been earned in the Performance Year. All of your earned and vested Performance Share Units Shares shall be settled promptly (subject to Section 6(e) below and Section 11(k) of the Plan); provided, however, any additional forfeiture conditions in the nature of a “clawback” contained in Section 10 of this Agreement shall continue to apply to any payment. Upon your Qualifying Termination, any Performance Share Units Shares that have not been deemed earned and vested under this Section 6(c) will be canceled and forfeited.

Qualifying Termination Following a Change in Control. In the event that you have a Qualifying Termination as defined in Plan Section 9(c) during the Protected Period (as defined in Section 6(f) below) following a Change in Control (as defined in the Plan)Control, you will be deemed vested (i) in any with respect to Performance Share Units that relate relating to a the Performance Year completed before such termination and termination, in a proportionate number of the Performance Share Units which have been determined or thereafter are determined by the Committee to have been earned banked and modified under Section 4, and or (ii), ) with respect to Performance Share Units relating to a the Performance Year still in progress at the date of your Qualifying Termination (subject to Section 1, but including Performance Share Units otherwise not meeting the one-year or other applicable employment requirement of Section 2), in a Pro Rata Portion proportionate number of the target number of Performance Share Units that could have been earned banked in the Performance YearYear and which are thereafter determined by the Committee to have been modified under Section 4. The TSR Modifier shall be determined by substituting for the TSR Measurement Date the date of the Change in Control. All of your earned banked, modified and vested Performance Share Units shall be settled promptly following the date at which the Committee determines the extent to which such Performance Share Units have been banked and/or modified (subject to Section 6(e) below and Plan Section 11(k) of the Plan); provided, however, any additional forfeiture conditions in the nature of a “clawback” contained in Section 10 of this Agreement shall continue to apply to any payment). Upon your Qualifying Termination, any Performance Share Units that have not been deemed earned banked, modified and vested under this Section 6(c) will be canceled and forfeited.