Common use of Termination Coincident with or Following a Change in Control Clause in Contracts

Termination Coincident with or Following a Change in Control. If a Change in Control occurs prior to the Determination Date, and the Participant’s Continuous Service is terminated prior to the Determination Date in connection with such Change in Control or following such Change in Control by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number (or that of the Participant’s designated beneficiary in the event of the Participant’s death) shall be determined in accordance with Exhibit 1, and the Participant shall be vested at the time of such termination in (i) if the termination occurs prior to January 1, 2014, the sum of (A) a number of shares of Stock determined by multiplying such Performance Share Unit number by a fraction, the numerator of which is the lesser of 36 and the number of full months completed since January 1, 2011 as of the effective date of such Change in Control, and the denominator of which is 36, and (B) a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction, the numerator of which is the number of full months that have been completed during the period commencing on the effective date of the Change in Control and ending on the earlier of December 31, 2013 or the date of such termination (plus one (1) if the termination occurs on any day of the month other than the first or last day), and the denominator of which is 36, or (ii) if the termination occurs on or after January 1, 2014, a number of shares of Stock equal to the Performance Share Unit number. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(e) as a result of the Participant’s termination of Continuous Service on or after the effective date of the Change in Control, if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated. If the Participant becomes entitled to any shares of Stock under this Section 3(e), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Coincident with or Following a Change in Control. If a Change in Control occurs prior to the Determination Date, and the Participant’s Continuous Service is terminated prior to the Determination Date in connection with such Change in Control or following such Change in Control by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number (or that of the Participant’s designated beneficiary in the event of the Participant’s death) shall be determined in accordance with Exhibit 1, and the Participant shall be vested at the time of such termination in (i) if the termination occurs prior to January 1, 20142013, the sum of (A) a number of shares of Stock determined by multiplying such Performance Share Unit number by a fraction, the numerator of which is the lesser of 36 and the number of full months completed since January 1, 2011 2010 as of the effective date of such Change in Control, and the denominator of which is 36, and (B) a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction, the numerator of which is the number of full months that have been completed during the period commencing on the effective date of the Change in Control and ending on the earlier of December 31, 2013 2012 or the date of such termination (plus one (1) if the termination occurs on any day of the month other than the first or last day), and the denominator of which is 36, or (ii) if the termination occurs on or after January 1, 20142013, a number of shares of Stock equal to the Performance Share Unit number. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(e) as a result of the Participant’s termination of Continuous Service on or after the effective date of the Change in Control, if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated. If the Participant becomes entitled to any shares of Stock under this Section 3(e), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Coincident with or Following a Change in Control. If a Change in Control occurs prior to the Determination Date, and the Participant’s Continuous Service is terminated prior to the Determination Date in connection with such Change in Control or following such Change in Control by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then then, subject to Sections 6(c) and 6(d), the Participant’s Performance Share Unit number (or that of the Participant’s designated beneficiary in the event of the Participant’s death) shall be determined in accordance with Exhibit 1, and the Participant shall be vested at the time of such termination in (i) if the termination occurs prior to January 1, 2014, the sum of (Ai) a number of shares of Stock determined by multiplying such Performance Share Unit number number, as determined in accordance with Exhibit 1 as of the date of the Change in Control, by a fraction, the numerator of which is the lesser of 36 and the number of full months days completed since January 1, 2011 the Grant Date in 2018 as of the effective date of such Change in Control, and the denominator of which is 36the number of days from the Grant Date (including such date) until the Determination Date (excluding such date), and (Bii) a number of shares of Stock equal to the product of the Target Amount, multiplied by the a fraction, the numerator of which is the number of full months days that have been completed during the period commencing on the effective date of the Change in Control and ending on the earlier of December 31, 2013 or the date of such termination (plus one (1) if the termination occurs on any day of the month other than the first or last day)termination, and the denominator of which is 36, or (ii) if the termination occurs on or after January 1, 2014, a number of shares of Stock equal to days from the Performance Share Unit numberGrant Date (including such date) until the Determination Date (excluding such date). Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(e) as a result of the Participant’s termination of Continuous Service on or after the effective date of the Change in Control, if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated. If terminated (or, if the Participant becomes entitled to any shares of Stock under this Section 3(eParticipant’s Continuous Service is terminated on or after January 1, 2021, March 15, 2021), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Coincident with or Following a Change in Control. If a Change in Control occurs prior to the Determination Date, and the Participant’s Continuous Service is terminated prior to the Determination Date in connection with such Change in Control or [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission. following such Change in Control by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number (or that of the Participant’s designated beneficiary in the event of the Participant’s death) shall be determined in accordance with Exhibit 1, and the Participant shall be vested at the time of such termination in (i) if the termination occurs prior to January 1, 20142013, the sum of (A) a number of shares of Stock determined by multiplying such Performance Share Unit number by a fraction, the numerator of which is the lesser of 36 and the number of full months completed since January 1, 2011 2010 as of the effective date of such Change in Control, and the denominator of which is 36, and (B) a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction, the numerator of which is the number of full months that have been completed during the period commencing on the effective date of the Change in Control and ending on the earlier of December 31, 2013 2012 or the date of such termination (plus one (1) if the termination occurs on any day of the month other than the first or last day), and the denominator of which is 36, or (ii) if the termination occurs on or after January 1, 20142013, a number of shares of Stock equal to the Performance Share Unit number. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(e) as a result of the Participant’s termination of Continuous Service on or after the effective date of the Change in Control, if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated. If the Participant becomes entitled to any shares of Stock under this Section 3(e), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Coincident with or Following a Change in Control. If a Change in Control occurs prior to the Determination Date, and the Participant’s Continuous Service is terminated prior to the Determination Date in connection with such Change in Control or following such Change in Control by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then then, subject to Sections 6(c) and 6(d), the Participant’s Performance Share Unit number (or that of the Participant’s designated beneficiary in the event of the Participant’s death) shall be determined in accordance with Exhibit 1, and the Participant shall be vested at the time of such termination in (i) if the termination occurs prior to January 1, 2014, the sum of (Ai) a number of shares of Stock determined by multiplying such Performance Share Unit number by a fraction, the numerator of which is the lesser of 36 and the number of full months days completed since January 1, 2011 the Grant Date in 2017 as of the effective date of such Change in Control, and the denominator of which is 36the number of days from the Grant Date (including such date) until the Determination Date (excluding such date), and (Bii) a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction, the numerator of which is the number of full months days that have been completed during the period commencing on the effective date of the Change in Control and ending on the earlier of December 31, 2013 or the date of such termination (plus one (1) if the termination occurs on any day of the month other than the first or last day)termination, and the denominator of which is 36, or (ii) if the termination occurs on or after January 1, 2014, a number of shares of Stock equal to days from the Performance Share Unit numberGrant Date (including such date) until the Determination Date (excluding such date). Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(e) as a result of the Participant’s termination of Continuous Service on or after the effective date of the Change in Control, if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated. If terminated (or, if the Participant becomes entitled to any shares of Stock under this Section 3(eParticipant’s Continuous Service is terminated on or after January 1, 2020, March 15, 2020), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Coincident with or Following a Change in Control. If a Change in Control occurs prior to the Determination Date, and the Participant’s Continuous Service is terminated prior to the Determination Date in connection with such Change in Control or following such Change in Control by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then then, subject to Sections 6(c) and 6(d), the Participant’s Performance Share Unit number (or that of the Participant’s designated beneficiary in the event of the Participant’s death) shall be determined in accordance with Exhibit 1, and the Participant shall be vested at the time of such termination in (i) if the termination occurs prior to January 1, 20142019, the sum of (A) a number of shares of Stock determined by multiplying such Performance Share Unit number by a fraction, the numerator of which is the lesser of 36 and the number of full months completed since January 1, 2011 2016 as of the effective date of such Change in Control, and the denominator of which is 36, and (B) a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction, the numerator of which is the number of full months that have been completed during the period commencing on the effective date of the Change in Control and ending on the earlier of December 31, 2013 2018 or the date of such termination (plus one (1) if the termination occurs on any day of the month other than the first or last day), and the denominator of which is 36, or (ii) if the termination occurs on or after January 1, 20142019, a number of shares of Stock equal to the Performance Share Unit number. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(e) as a result of the Participant’s termination of Continuous Service on or after the effective date of the Change in Control, if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated. If terminated (or, if the Participant becomes entitled to any shares of Stock under this Section 3(eParticipant’s Continuous Service is terminated on or after January 1, 2019, March 15, 2019), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Coincident with or Following a Change in Control. If a Change in Control occurs prior to the Determination Date, and the Participant’s Continuous Service is terminated prior to the Determination Date in connection with such Change in Control or following such Change in Control by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then then, subject to Sections 6(c) and 6(d), the Participant’s Performance Share Unit number (or that of the Participant’s designated beneficiary in the event of the Participant’s death) shall be determined in accordance with Exhibit 1, and the Participant shall be vested at the time of such termination in (i) if the termination occurs prior to January 1, 20142017, the sum of (A) a number of shares of Stock determined by multiplying such Performance Share Unit number by a fraction, the numerator of which is the lesser of 36 and the number of full months completed since January 1, 2011 2014 as of the effective date of such Change in Control, and the denominator of which is 36, and (B) a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction, the numerator of which is the number of full months that have been completed during the period commencing on the effective date of the Change in Control and ending on the earlier of December 31, 2013 2016 or the date of such termination (plus one (1) if the termination occurs on any day of the month other than the first or last day), and the denominator of which is 36, or (ii) if the termination occurs on or after January 1, 20142017, a number of shares of Stock equal to the Performance Share Unit number. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(e) as a result of the Participant’s termination of Continuous Service on or after the effective date of the Change in Control, if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminatedterminated (or, if the Participant’s Continuous Service is terminated on or after January 1, 2017, March 15, 2017). If the Participant becomes entitled to any shares of Stock under this Section 3(e), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Coincident with or Following a Change in Control. If a Change in Control occurs prior to the Determination Date, and the Participant’s Continuous Service is terminated prior to the Determination Date in connection with such Change in Control or following such Change in Control by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number (or that of the Participant’s designated beneficiary in the event of the Participant’s death) shall be determined in accordance with Exhibit 1, and the Participant shall be vested at the time of such termination in (i) if the termination occurs prior to January 1, 20142015, the sum of (A) a number of shares of Stock determined by multiplying such Performance Share Unit number by a fraction, the numerator of which is the lesser of 36 and the number of full months completed since January 1, 2011 2012 as of the effective date of such Change in Control, and the denominator of which is 36, and (B) a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction, the numerator of which is the number of full months that have been completed during the period commencing on the effective date of the Change in Control and ending on the earlier of December 31, 2013 2014 or the date of such termination (plus one (1) if the termination occurs on any day of the month other than the first or last day), and the denominator of which is 36, or (ii) if the termination occurs on or after January 1, 20142015, a number of shares of Stock equal to the Performance Share Unit number. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(e) as a result of the Participant’s termination of Continuous Service on or after the effective date of the Change in Control, if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated. If the Participant becomes entitled to any shares of Stock under this Section 3(e), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Coincident with or Following a Change in Control. If a Change in Control occurs prior to the Determination Date, and the Participant’s Continuous Service is terminated prior to the Determination Date in connection with such Change in Control or following such Change in Control by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number (or that of the Participant’s designated beneficiary in the event of the Participant’s death) shall be determined in accordance with Exhibit 1, and the Participant shall be vested at the time of such termination in (i) if the termination occurs prior to January 1, 20142013, the sum of (A) a number of shares of Stock determined by multiplying such Performance Share Unit number by a fraction, the numerator of which is the lesser of 36 and the number of full months completed since January 1, 2011 2010 as of the effective date of such Change in Control, and the denominator of which is 36, and (B) a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction, the numerator of which is the number of full months that have been completed during the period commencing on the effective date of the Change in Control and ending on the earlier of December 31, 2013 2012 or the date of such termination (plus one (1) if the termination occurs on any day of the month other than the first or last day), and the denominator of which is 36, or (ii) if the termination occurs on or after January 1, 20142013, a number of shares of Stock equal to the Performance Share Unit number. Subject to Section 3(f), all All shares of Stock to be issued to the Participant under this Section 3(e) as a result of the Participant’s termination of Continuous Service on or after the effective date of the Change in Control, if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated. If the Participant becomes entitled to any shares of Stock under this Section 3(e), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3. [***] = Confidential treatment requested for redacted portion; redacted portion has been filed separately with the Securities and Exchange Commission.

Termination Coincident with or Following a Change in Control. If a Change in Control occurs prior to the Determination Date, and the Participant’s Continuous Service is terminated prior to the Determination Date in connection with such Change in Control or following such Change in Control by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then then, subject to Sections 6(c) and 6(d), the Participant’s Performance Share Unit number (or that of the Participant’s designated beneficiary in the event of the Participant’s death) shall be determined in accordance with Exhibit 1, and the Participant shall be vested at the time of such termination in (i) if the termination occurs prior to January 1, 20142018, the sum of (A) a number of shares of Stock determined by multiplying such Performance Share Unit number by a fraction, the numerator of which is the lesser of 36 and the number of full months completed since January 1, 2011 2015 as of the effective date of such Change in Control, and the denominator of which is 36, and (B) a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction, the numerator of which is the number of full months that have been completed during the period commencing on the effective date of the Change in Control and ending on the earlier of December 31, 2013 2017 or the date of such termination (plus one (1) if the termination occurs on any day of the month other than the first or last day), and the denominator of which is 36, or (ii) if the termination occurs on or after January 1, 20142018, a number of shares of Stock equal to the Performance Share Unit number. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(e) as a result of the Participant’s termination of Continuous Service on or after the effective date of the Change in Control, if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminatedterminated (or, if the Participant’s Continuous Service is terminated on or after January 1, 2018, March 15, 2018). If the Participant becomes entitled to any shares of Stock under this Section 3(e), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Coincident with or Following a Change in Control. If a Change in Control occurs prior to the Determination Date, and the Participant’s Continuous Service is terminated prior to the Determination Date in connection with such Change in Control or following such Change in Control by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then then, subject to Sections 6(c) and 6(d), the Participant’s Performance Share Unit number (or that of the Participant’s designated beneficiary in the event of the Participant’s death) shall be determined in accordance with Exhibit 1, and the Participant shall be vested at the time of such termination in (i) if the termination occurs prior to January 1, 20142016, the sum of (A) a number of shares of Stock determined by multiplying such Performance Share Unit number by a fraction, the numerator of which is the lesser of 36 and the number of full months completed since January 1, 2011 2013 as of the effective date of such Change in Control, and the denominator of which is 36, and (B) a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction, the numerator of which is the number of full months that have been completed during the period commencing on the effective date of the Change in Control and ending on the earlier of December 31, 2013 2015 or the date of such termination (plus one (1) if the termination occurs on any day of the month other than the first or last day), and the denominator of which is 36, or (ii) if the termination occurs on or after January 1, 20142016, a number of shares of Stock equal to the Performance Share Unit number. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(e) as a result of the Participant’s termination of Continuous Service on or after the effective date of the Change in Control, if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminatedterminated (or, if the Participant’s Continuous Service is terminated on or after January 1, 2016, March 15, 2016). If the Participant becomes entitled to any shares of Stock under this Section 3(e), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination Coincident with or Following a Change in Control. If a Change in Control occurs prior to the Determination Date, and the Participant’s Continuous Service is terminated prior to the Determination Date in connection with such Change in Control or following such Change in Control by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then then, subject to Sections 6(c) and 6(d), the Participant’s Performance Share Unit number (or that of the Participant’s designated beneficiary in the event of the Participant’s death) shall be determined in accordance with Exhibit 1, and the Participant shall be vested at the time of such termination in (i) if the termination occurs prior to January 1, 2014, the sum of (Ai) a number of shares of Stock determined by multiplying such Performance Share Unit number number, as determined in accordance with Exhibit 1 as of the date of the Change in Control, by a fraction, the numerator of which is the lesser of 36 and the number of full months days completed since January 1, 2011 the Grant Date in 2019 as of the effective date of such Change in Control, and the denominator of which is 36the number of days from the Grant Date (including such date) until the Determination Date (excluding such date), and (Bii) a number of shares of Stock equal to the product of the Target Amount, multiplied by the a fraction, the numerator of which is the number of full months days that have been completed during the period commencing on the effective date of the Change in Control and ending on the earlier of December 31, 2013 or the date of such termination (plus one (1) if the termination occurs on any day of the month other than the first or last day)termination, and the denominator of which is 36, or (ii) if the termination occurs on or after January 1, 2014, a number of shares of Stock equal to days from the Performance Share Unit numberGrant Date (including such date) until the Determination Date (excluding such date). Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(e) as a result of the Participant’s termination of Continuous Service on or after the effective date of the Change in Control, if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated. If terminated (or, if the Participant becomes entitled to any shares of Stock under this Section 3(eParticipant’s Continuous Service is terminated on or after January 1, 2022, March 15, 2022), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.