Change in Control of the Company Contract Clauses (69)

Change in Control of the Company. In the event you are employed by the Company or an Affiliate at the time of a Change in Control, any Units that have not vested prior to the Change in Control shall immediately vest and shares of Stock will be issued to you immediately prior to the Change in Control; provided, however, that if you have entered into a Change in Control agreement with the Company, the Units will vest according to the provisions of the Change in Control agreement. In the event you have terminated employment with th...e Company or an Affiliate prior to a Change in Control as a result of death, Disability, or Retirement occurring on or after the first anniversary of the Grant Date, and the Change in Control occurs following your termination of employment, shares of Stock for any Units that have vested under Section 4, 5 or 6 but which have not yet been issued will be issued immediately prior to the Change in –Rev 1.20202 Control. Notwithstanding the foregoing and unless otherwise specifically provided in any agreement of the Company or any of its Affiliates with you pertaining to the effect of a Change in Control on outstanding Awards which is in effect as of the Change in Control, if this Award is subject to and not exempt from the application of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the "Code") and provides for settlement or payment upon a Change in Control, the definition of Change in Control shall be limited to events which qualify as a change in the ownership of a corporation within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(v), or a change in the ownership of a substantial portion of the assets of a corporation within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii); provided, however, that this requirement shall not cause an event that would not otherwise be considered a Change in Control under the definition of a Change in Control under the Plan to be considered a Change in Control. View More

Change in Control of the Company. If there is a Change in Control, the RSU Award will be subject to the provisions of Article 15 of the Plan; provided, however, that if the RSU Award is continued, assumed or substituted pursuant to Article 15 of the Plan and within one (1) year following such event, the Grantee's employment or other service is terminated by the Company or one of its Subsidiaries or Affiliates without Cause, the RSU Award shall vest automatically and the shares of Common Stock underlying such RSUs shall be issued... immediately thereafter to the Grantee; provided, however, that if the RSU Award is subject to Section 409A of the Code, the Grantee's termination must also constitute a "separation from service" within the meaning of Section 409A of the Code, and any change in employment status that constitutes a "separation from service" under Section 409A of the Code will be treated as a termination of employment or termination of other service, as the case may be. As soon as practicable, but not more than thirty (30) days, after such date, the Company shall direct its transfer agent to issue such number of shares of Common Stock in the name of Grantee or a nominee in book entry. View More

Change in Control of the Company. If there is a Change in Control, the Option will be subject to the provisions of Article 15 of the Plan; provided, however, that if the Option is continued, assumed or substituted pursuant to Article 15 of the Plan and within one (1) year following such event, the Optionee's employment or other service is terminated by the Company or one of its Subsidiaries or Affiliates without Cause, the Option will vest automatically and become immediately exercisable as of such date of termination of Optione...e's employment or termination of other service and will remain exercisable until the earlier of the expiration of the term provided in Section 4 hereof or the first anniversary of the date of such termination of Optionee's employment or other service. View More

Change in Control of the Company. If there is a Change in Control, unless otherwise expressly provided by the terms of the Employment Agreement or any other Individual Agreement between the Optionee and the Company or one of its Subsidiaries or Affiliates, the Option will be subject to the provisions of Article 15 of the Plan.

Change in Control of the Company. Subject to the terms of any separate Change in Control or similar agreement to which you are bound, in the event you are employed by the Company or an Affiliate at the time of a Change in Control after December 31, 2021, but prior to the end of the Performance Period, shares of Stock shall be issued immediately prior to the Change in Control on a prorated basis based on actual performance using the last day of the month preceding the date on which the Change in Control is consummated as the endi...ng date of the Performance Period in lieu of December 31, 2023, as determined by the Committee immediately prior to the consummation of the Change in Control. The number of shares of Stock to be issued under the prorated Award shall be determined by calculating (a)(i) the number of Units -Rev. 1.2021 2 TSR Program set forth herein multiplied by (ii) the quotient of the number of full and partial months during the Performance Period (rounded up to the nearest whole month) prior to the consummation of the Change in Control divided by 36, and then multiplying the product of (a)(i) and (a)(ii) by (b) the percentile performance amount as calculated in accordance with the terms of the Program. In the event that a Change in Control occurs prior to January 1, 2022, the Award shall be forfeited in its entirety. In the event that your employment with the Company or its subsidiaries or Affiliates is terminated due to death or Disability prior to a Change in Control and a Change in Control occurs after December 31, 2021, but prior to the end of the Performance Period, shares of Stock shall be issued immediately prior to the Change in Control based on actual performance using the last day of the month preceding the date on which the Change in Control is consummated as the ending date of the Performance Period in lieu of December 31, 2023, as determined by the Committee immediately prior to the consummation of the Change in Control. In the event that your employment with the Company or its subsidiaries or Affiliates is terminated due to Retirement prior to a Change in Control after December 31, 2021 and a Change in Control occurs after December 31, 2021, but prior to the end of the Performance Period, shares of Stock shall be issued immediately prior to the Change in Control on a prorated basis as determined under Section 6 based on actual performance using the last day of the month preceding the date on which the Change in Control is consummated as the ending date of the Performance Period in lieu of December 31, 2023, as determined by the Committee immediately prior to the consummation of the Change in Control. View More