Common use of Treatment following Change in Control Clause in Contracts

Treatment following Change in Control. (1) If as a result of a Change in Control, the Company’s Common Stock ceases to be listed for trading on a national securities exchange (an “Exchange”), any RSUs subject to this award that are unvested on the date of the Change in Control shall continue to vest according to the terms and conditions of this award; provided that such award is replaced with an award for voting securities of the resulting corporation or the acquiring corporation, as the case may be (including without limitation, the voting securities of any corporation which as a result of the Change in Control owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the “Surviving Company”) which are traded on an Exchange (a “Replacement Award”), which Replacement Award shall consist of RSUs with a value (determined using the Surviving Company’s stock price as of the date of the Change in Control) equal to the value of the replaced award of RSUs (determined using the Company’s stock price and assuming attainment of target performance or actual performance achieved, if greater, as of the date of the Change in Control); provided, however, that in the event of a termination by the Company without Cause or by Recipient for Good Reason during the Performance Period, the Replacement Award shall immediately vest and the shares shall be delivered as soon as practicable after the Determination Date, but in no event later than December 31 of the calendar year in which the Performance Period ends; and provided further that Recipient shall be entitled to receive a lump sum cash payment, paid as soon as practicable after the Determination Date, but in no event later than December 31 of the calendar year in which the Performance Period ends, equal to the decrease, if any, in the value of a share of the Surviving Company’s stock from the date of the Change in Control (as increased on a calendar quarterly basis using an annual interest rate, as of the last business day of the calendar quarter, for zero-coupon U.S. government securities with a constant maturity closest in length to the time period between the date of the Change in Control and the date of vesting of the Replacement Award) to the time of vesting multiplied by the total number of RSUs vesting on such date. If any RSUs that are unvested at the time of the Change in Control are not replaced with Replacement Awards, the number of such RSUs shall immediately be adjusted based upon deemed attainment of target performance or actual performance achieved, if greater, shall immediately become vested and be delivered as soon as practicable.

Treatment following Change in Control. (1) If as a result of a Change in Control, the Company’s Common Stock ceases to be listed for trading on a national securities exchange (an “Exchange”), any RSUs subject to this award that are unvested on ) and the date of the Change in Control shall continue to vest according to the terms and conditions of this award; provided that such award is replaced with an award for voting securities of the resulting corporation or the acquiring corporation, as the case may be (including without limitation, the voting securities of any corporation which as a result of the Change in Control owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the “Surviving Company”) which ), are traded on an Exchange Exchange, any RSUs subject to this award that are unvested on the date of the Change in Control shall continue to vest and be deliverable according to the terms and conditions of this award and this award shall be replaced with an award for voting securities of the Surviving Company (a “Replacement Award”), which Replacement Award shall consist of RSUs with respect to shares of voting securities that have a value (determined using the Surviving Company’s stock price as of the date of the Change in Control) equal to the value of the shares of Common Stock with respect to the replaced award of RSUs (determined using the Company’s stock price and assuming attainment of target performance or actual performance achieved, if greater, as of the date of the Change in Control); provided, however, that in the event of a termination of Recipient’s Employment by the Company or the Surviving Company without Cause or by Recipient for Good Reason during the Performance Period, the Replacement Award shall immediately vest and the shares shall be delivered as soon as practicable on or after the Determination Date, but in no event later than December 31 of the calendar year in which the Performance Period ends; and provided further that the Company or the Surviving Company shall pay to Recipient shall be entitled to receive a an additional lump sum cash payment, paid as soon as practicable on or after the Determination Date, but in no event later than December 31 of the calendar year in which the Performance Period ends, equal to the decrease, if any, in the value of a share of the Surviving Company’s stock voting securities from the date of the Change in Control (as increased on a calendar quarterly basis using an annual interest rate, as of the last business day of the calendar quarter, for zero-coupon U.S. government securities with a constant maturity closest in length to the time period between the date of the Change in Control and the date of vesting of the Replacement Award) to the time of vesting multiplied by the total number of RSUs vesting on such date. If any RSUs that are unvested at the time of the Change in Control are not replaced with Replacement Awards, the number of such RSUs shall immediately be adjusted based upon deemed attainment of target performance or actual performance achieved, if greater, shall immediately become vested and be delivered as soon as practicable.

Treatment following Change in Control. (1) If as a result of a Change in Control, the Company’s Common Stock ceases to be listed for trading on a national securities exchange (an “Exchange”), any RSUs subject to this award that are unvested on the date of the Change in Control shall continue to vest according to the terms and conditions of this award; provided that such award is replaced with an award for voting securities of the resulting corporation or the acquiring corporation, as the case may be (including without limitation, the voting securities of any corporation which as a result of the Change in Control owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the “Surviving Company”) which are traded on an Exchange (a “Replacement Award”), which Replacement Award shall consist of RSUs with a value (determined using the Surviving Company’s stock price as of the date of the Change in Control) equal to the value of the replaced award of RSUs (determined using the Company’s stock price and assuming attainment of target performance or actual performance achieved, if greater, as of the date of the Change in Control), with any restrictions on such Replacement Award lapsing at the end of the measuring period over which performance for the replaced RSUs was to be measured prior to the granting of the Replacement Award; provided, however, that in the event of a termination by the Company without Cause or by Recipient for Good Reason during the Performance Periodvesting period of any Replacement Award, the Replacement Award shall immediately vest and the shares shall be delivered as soon as practicable after the Determination Date, but in no event later than December 31 of the calendar year in which the Performance Period endsvest; and provided further that upon the vesting date of all or a portion of a Replacement Award, Recipient shall be entitled to receive a lump sum cash payment, paid as soon as practicable after the Determination Date, but in no event later than December 31 of the calendar year in which the Performance Period ends, payment equal to the decrease, if any, in the value of a share of the Surviving Company’s stock from the date of the Change in Control (as increased on a calendar quarterly basis using an annual interest rate, as of the last business day of the calendar quarter, for zero-coupon U.S. government securities with a constant maturity closest in length to the time period between the date of the Change in Control and the date of vesting of the Replacement Award) to the time of vesting multiplied by the total number of RSUs vesting on such date. If any RSUs that are unvested at the time of the Change in Control are not replaced with Replacement Awards, the number of such RSUs shall immediately be adjusted vest based upon deemed attainment of target performance or actual performance achieved, if greater, shall immediately become vested and be delivered as soon as practicable.