Vesting on Change of Control. Upon the occurrence of a Change of Control of Parent (as defined in the Parent’s 2008 Equity Incentive Plan), (i) all LTIP Benefits and Unvested Options, that have not previously been forfeited or paid, shall immediately vest and become due and payable or exercisable, as applicable and (ii) subject to Executive’s Involuntary Termination following the Change of Control, payment of any unpaid Retention Bonus.
Vesting on Change of Control. Whether or not Xxxxx terminates this ---------------------------- Contract pursuant to paragraph 5.1.2(b), all stock options and related stock appreciation rights held by Xxxxx shall vest and become exercisable immediately upon a Change of Control, and any plan or company restrictions on shares of stock of VIVRA or on stock units that were awarded to Xxxxx under any plan or arrangement maintained by VIVRA for the benefit of Xxxxx shall lapse upon the occurrence of such an event.
Vesting on Change of Control. In the event there is a Change of Control while Xxxxxxx is serving as a member of the Board, Xxxxxxx’s Award Shares shall immediately become fully vested.
Vesting on Change of Control. In the event there is a Change of Control while Grantee is employed by the Company, Gxxxxxx’s Award Shares shall immediately become fully vested.
Vesting on Change of Control. As discussed, to the extent permitted under applicable law, upon the occurrence of a Change of Control or change in CEO all outstanding unvested stock options granted to you by the Company shall accelerate and vest. Change of Control shall mean a change in the beneficial ownership of 50% or more of the combined voting power of Primal's then outstanding voting securities, excluding a refinancing unless it causes a change in the control of the board of directors. If this arrangement is acceptable to you, please sign the enclosed copy of this letter and return it to me at your earliest convenience. Very truly yours, /s/ XXXXXX X. XXXXXXX Xxxxxx X. Xxxxxxx Chief Executive Officer cc: Personnel File I agree to the terms described above: /s/ XXXXXX XXXXXXXXXX Signature 8/18/03
Vesting on Change of Control. If a Change of Control occurs during the Performance Period and the Grantee’s Termination of Service has not occurred prior to such Change of Control, then:
Vesting on Change of Control. The following sentence shall be inserted immediately prior to the last sentence in Section 4 of the Employment Agreement: In addition, the options granted as of August 12, 1998 and September 18, 1998 will accelerate and will vest immediately upon a Change in Control of Employer.
Vesting on Change of Control. In the event there is a Change of Control while Grantee is employed by the Company, Xxxxxxx’s Award Shares shall immediately become fully vested.
Vesting on Change of Control. As discussed, to the extent permitted under applicable law, upon the occurrence of (i) a Change of Control, (ii) you are terminated without Cause, or (iii) you terminate your employment for Good Reason, all outstanding unvested stock options granted to you by the Company shall accelerate and vest. Change of Control shall mean in a transaction or series of related transactions, (i) the sale of all or substantially all of the assets of the Company, (ii) the acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (“Exchange Act”) or any comparable successor provisions of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rules) of more than 50% of the outstanding capital stock of Primal, or (iii) the merger, consolidation or other reorganization of Primal; provided, however, that any such merger, consolidation or other reorganization of Primal whereby securityholders of the Company immediately prior to such transaction continue to own not less than 50% of the capital stock in the surviving company following such transaction shall not be deemed to be a Change of Control. Additionally, a Change of Control shall be deemed to have occurred upon (i) Primal entering into a “going private” transaction, (ii) the deregistration of Primal’s securities under the Exchange Act, or (iii) Primal otherwise no longer being subject to the reporting requirements under the Exchange Act and no longer filing periodic reports under such Act. Good Reason shall mean any of the following: (a) a material breach by Primal of any agreement between you and Primal concerning your employment with Primal; provided, however, that Primal shall have ten (10) days to remedy the breach after receipt of written notice from you that the breach has occurred if the breach is susceptible of cure; (b) the assignment without your express and voluntary written consent to a title, status, overall position, responsibilities, duties, reporting relationship, or general working environment of a materially lesser status or degree of responsibility than your title, status, overall position, responsibilities, duties, reporting relationship, and general working environment at the effective date of this letter agreement; (c) the requirement by Primal that you relocate your personal residence outside the metropolitan Orange County, California area; (d) the relocation by Primal o...
Vesting on Change of Control. Vesting of the Initial Option shall accelerate upon a Change in Control (as defined in the Option Agreement).
