D.Change of Control. If a Change of Control occurs, outstanding Restricted Stock Units shall be treated as described in this subsection. Notwithstanding anything to the contrary, the Committee may take such other actions with respect to the Restricted Stock Units as it deems appropriate pursuant to the Plan.
(i)If the Restricted Stock Units are Assumed in accordance with Section 9 of the Plan, the Restricted Stock Units shall continue to vest (and the underlying Shares shall continue to be issued) in accordance with the Vesting Schedule set forth in Section 1 above and this Section 3 (including, for the avoidance of doubt, Section 3(B)), based on Participant’s continued employment or service with the Company and its Affiliates as set forth herein.
(ii)Notwithstanding subsection (i) above, if the Restricted Stock Units are Assumed in accordance with Section 9 of the Plan, and Participant’s employment is terminated by the Company and its Affiliates without Cause [or Participant terminates employment for Good Reason]1 or a Participant’s employment terminates due to Retirement, upon or within 18 months following the closing of the Change of Control and before the applicable vesting date, the Restricted Stock Units shall, to the extent not then vested or previously forfeited or cancelled, become fully vested upon such termination of employment.
(iii)If the Restricted Stock Units are not Assumed in accordance with Section of 9 of the Plan, the Restricted Stock Units shall, to the extent not then vested or previously forfeited or cancelled, become fully vested upon the Change of Control.
(iv)If Participant’s employment terminates due to Retirement prior to a Change of Control, then any Restricted Stock Units which have not vested pursuant to Section 3(C) above shall become immediately vested upon such Change of Control.
(v)Notwithstanding anything in this Agreement to the contrary, to the extent that the Restricted Stock Units constitute nonqualified deferred compensation subject to Section 409A of the Code and the Treasury Regulations thereunder (“Section 409A”), if (A) a Change of Control does not constitute a “change in control event” under Section 409A, or (B) otherwise required by Section 409A, any amounts that are payable pursuant to subsection (ii), (iii) or (iv) above shall be paid within 60 days following the otherwise applicable vesting date. For the avoidance of doubt, upon a Transaction, the Restricted Stock Units shall be treated in accordance with the terms of this Agreement.
(i)[“Good Reason” shall mean the occurrence of any of the following events without Participant’s consent: (a) any material diminution in Participant’s base salary, other than a diminution that was in conjunction with a salary reduction program for similarly-situated employees of the Company or its Affiliates; (b) any material and continuing diminution in Participant’s authority or responsibilities; or (c) changing the geographic location at which Participant provides services to the Company to a location more than 35 miles from both
1 Note to draft: Good Reason shall only be included for Senior Vice Presidents and above.