Common use of Termination During a Post-2008 Change in Control Period Clause in Contracts

Termination During a Post-2008 Change in Control Period. If there is a Change in Control after December 31, 2008, but prior to the Determination Date, and the Participant’s Continuous Service is terminated during the Change in Control Period 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 the sum of (i) 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, 2008 as of the date of such Change in Control, and the denominator of which is 36, and (ii) a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction resulting from one (1) minus the fraction set forth in Section 3(h)(i) of this paragraph. Subject to Section 3(k), all shares of Stock to be issued to the Participant under this Section 3(h) as a result of the Participant’s termination of Continuous Service 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(h), he shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination During a Post-2008 Change in Control Period. If there is a Change in Control after December 31, 2008, but prior to the Determination Date, and the Participant’s Continuous Service is terminated during the Change in Control Period 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 the sum of (i) 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, 2008 as of the date of such Change in Control, and the denominator of which is 36, and (ii) a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction resulting from one (1) minus the fraction set forth in Section 3(h)(i) of this paragraph. Subject All shares of Stock to be issued to the Participant under this Section 3(k)3(h) as a result of the Participant’s termination of Continuous Service on or prior to the Change in Control, all if any, shall be issued to the Participant no later than March 15 of the calendar year following the calendar year in which the effective date of the Change in Control occurs. All shares of Stock to be issued to the Participant under this Section 3(h) as a result of the Participant’s termination of Continuous Service 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 terminates but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminatedterminates. If the Participant becomes entitled to any shares of Stock under this Section 3(h), he shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination During a Post-2008 Change in Control Period. If there is a Change in Control after December 31, 2008, but prior to the Determination Date, and the Participant’s Continuous Service is terminated during the Change in Control Period 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 Participant (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 entitled to receive a number of such termination in shares of Stock equal to the sum of (i) a number the product of shares of Stock determined (A) the Target Amount and (B) the Applicable Vesting Factor multiplied by multiplying such Performance Share Unit number by (C) a fraction, the numerator of which is the lesser of 36 and the number of full months completed since January 1, 2008 as of the date of such Change in Control, and the denominator of which is 36; provided that the Applicable Vesting Factor shall be determined in accordance with Appendix A3, and (ii) a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction resulting from one (1) minus the fraction set forth in Section 3(h)(i3(h)(i)(C) of this paragraph. Subject to Section 3(k), all All shares of Stock to be issued to the Participant under this Section 3(h) as a result of the Participant’s termination of Continuous Service 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 terminates but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminatedterminates. If the Participant becomes entitled to any shares of Stock under this Section 3(h), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.

Termination During a Post-2008 Change in Control Period. If there is a Change in Control after December 31, 2008, but prior to the Determination Date, and the Participant’s Continuous Service is terminated during the Change in Control Period 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 the sum of (i) 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, 2008 as of the date of such Change in Control, and the denominator of which is 36, and (ii) a number of shares of Stock equal to the product of the Target Amount, multiplied by the fraction resulting from one (1) minus the fraction set forth in Section 3(h)(i) of this paragraph. Subject to Section 3(k), all shares of Stock to be issued to the Participant under this Section 3(h) as a result of the Participant’s termination of Continuous Service 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(h), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.