have received in respect of each Share underlying the PSUs subject to the Award, had such Share been outstanding on the applicable record date for such dividend.
(ii)When such dividends are so declared, the following shall occur:
(A)On the date that the Corporation pays a cash dividend in respect of outstanding Shares, the Corporation shall credit Participant with an additional number of PSUs as Dividend Equivalents equal to the quotient of (1) the total number of PSUs subject to this Award but not yet distributed (including any additional PSUs credited as Dividend Equivalents), multiplied by the per Share dollar amount of such dividend, divided by (2) the Fair Market Value of a Share on the date such dividend is paid.
(B)On the date that the Corporation pays any other type of dividend in respect of outstanding Shares (other than in shares of Common Stock), the Corporation shall credit the Participant in an equitable manner based on the total number of PSUs subject to this Award but not yet distributed (including any additional PSUs credited as Dividend Equivalents), as determined in the sole discretion of the Plan Administrator and in accordance with the Plan.
(iii)Dividend Equivalents credited as additional PSUs shall be subject to the same vesting terms and risks of forfeiture as the underlying PSUs to which they relate (e.g., the same vesting requirements as the underlying PSUs), shall thereafter be considered “PSUs” subject to this Award, and shall also carry corresponding Dividend Equivalent rights.
5.Change in Control.
(a)Any PSUs subject to this Award at the time of a Change in Control may, as determined by the Plan Administrator in its sole discretion, be (i) assumed by the successor corporation (or parent thereof), (ii) canceled and substituted with an award granted by the successor corporation (or parent thereof), (iii) otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction or (iv) replaced with a cash retention program of the Corporation or any successor corporation (or parent thereof) which preserves the Fair Market Value of the underlying Shares at the time of the Change in Control and provides for subsequent payout of that value in accordance with the vesting schedule set forth in Paragraph 1; provided, however, that in all such cases, the number of PSUs that shall be assumed, substituted, continued or replaced shall be determined by calculating the Vesting Eligible PSUs (as defined in Appendix 1) based on actual performance results under this Award as of the Change in Control, as determined by the Plan Administrator and calculated in accordance with Appendix 1 attached hereto, and converting the Vesting Eligible PSUs into a time-based award on the terms set forth in Appendix 1 attached hereto and the other terms and conditions of this Award.
(b)To the extent the Award is not assumed, substituted, continued or replaced in accordance with Paragraph 5(a), the Vesting Eligible PSUs then subject to this Award shall automatically vest immediately prior to (and contingent upon) the closing of the Change in Control based on actual performance results as of the Change in Control, as determined by the