409A Change of Control. For purposes of this Agreement, “409A Change of Control” shall mean a change in ownership or effective control of the Company or in the ownership of a substantial portion of its assets within the meaning of Section 409A of the Internal Revenue Code of 1986 (the “Code”) that also constitutes a Change of Control.
409A Change of Control. Event “is a “change in the ownership or effective control” of the Company or “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Treasury Regulation § 1.409A-3(i)(5). In addition, if a Change of Control occurs and if, within one year following such Change of Control, (a) the Company or any successor thereto terminates your employment other than for Cause or your employment ends on death or disability, or (b) you terminate your employment for Good Reason, then all stock options held by you at such time shall immediately vest in full, notwithstanding any contrary provision in any agreement evidencing any such stock option.
409A Change of Control. Notwithstanding the foregoing, if from the date of a 409A Change of Control until the second anniversary of the 409A Change of Control the Participant’s employment is terminated (i) by the Company or one of the Company’s Affiliates without Cause or by the Participant for Good Reason, or (ii) upon Retirement by the Participant, the Company shall immediately issue or cause there to be transferred, to the extent not previously issued, transferred, canceled or forfeited in accordance with this Section 3, to the Participant a number of Shares equal to (i) the aggregate number of Restricted Stock Units granted to the Participant under this Agreement in the case of a termination without Cause or for Good Reason or (ii) the number of Shares that would be distributable under Section 3(b) in the case of Retirement, in each case, in full satisfaction of the Participant’s rights under this Agreement and subject to any required delay in distribution as may be required under Section 21 of the Plan.
409A Change of Control. Notwithstanding the foregoing, if from the date of a 409A Change of Control until the second anniversary of the 409A Change of Control the Participant’s employment is terminated (i) due to death or Disability, or by the Company or one of the Company’s Subsidiaries without Cause or by the Participant for Good Reason, or (ii) upon Retirement by the Participant, then a portion of the Cash Award, to the extent not previously vested, canceled or forfeited in accordance with this Section 3, equal to:
(i) the installment that would be distributable under Section 3(b)(i) in the case of a termination due to death or Disability,
(ii) the aggregate amount of the Cash Award granted to the Participant under this Agreement in the case of a termination without Cause or for Good Reason, or
(iii) the installments that would be distributable under Section 3(b)(ii) in the case of Retirement, shall immediately vest and become payable as soon as administratively practicable but not later than 30 days after the vesting date, in full satisfaction of the Participant’s rights under this Agreement and subject to any required delay in distribution as may be required under Section 7 of this Agreement.
409A Change of Control. Notwithstanding the foregoing, if from the date of a 409A Change of Control until the second anniversary of the 409A Change of Control the Participant’s employment is terminated (i) due to death or Disability, or by the Company or one of the Company’s Subsidiaries without Cause or by the Participant for Good Reason, or (ii) upon Retirement by the Participant, the Company shall immediately issue or cause there to be transferred, to the extent not previously issued, transferred, canceled or forfeited in accordance with this Section 3, to the Participant a number of Shares equal to (i) the number of Shares that would be distributable under Section 3(b)(i) in the case of a termination due to death or Disability, (ii) a number of Shares equal to the aggregate number of Restricted Stock Units granted to the Participant under this Agreement in the case of termination without Cause or for Good Reason, or (iii) the number of Shares that would be distributable under Section 3(b)(ii) in the case of Retirement, in each case, in full satisfaction of the Participant’s rights under this Agreement and subject to any required delay in distribution as may be required under Section 21 of the Plan.
409A Change of Control. Within thirty (30) days after the Effective Date of a 409A Change of Control, the Company shall pay Executive a lump-sum cash payment equal to the Pro-Rata Target Annual Bonus determined as of the Effective Date.
409A Change of Control. Within thirty (30) days after the Effective Date of a 409A Change of Control, the Company shall pay Executive, with respect to each LTIP Award that is outstanding on the Effective Date, a lump-sum cash payment equal to the Pro-Rata LTIP Award determined as of the Effective Date and the remaining portion of each such LTIP Award shall be cancelled.
409A Change of Control. Notwithstanding the foregoing, if from the date of a 409A Change of Control until the second anniversary of the 409A Change of Control the Participant’s employment is terminated (i) due to death or Disability, or (ii) by the Company or one of the Company’s Subsidiaries without Cause or by the Participant for Good Reason or Retirement, then a portion of the Cash Award, to the extent not previously vested, canceled or forfeited in accordance with this Section 3, equal to:
(i) the installment that would be distributable under Section 3(b)(i) in the case of a termination due to death or Disability, or
(ii) the installments that would be distributable under Section 3(b)(ii) in the case of a termination without Cause, for Good Reason or due to Retirement, shall immediately vest and become payable as soon as administratively practicable but not later than 30 days after the vesting date, in full satisfaction of the Participant’s rights under this Agreement and subject to any required delay in distribution as may be required under Section 7 of this Agreement.
409A Change of Control. Notwithstanding the foregoing, if from the date of a 409A Change of Control until the second anniversary of the 409A Change of Control the Participant’s employment is terminated and such termination occurs prior to the end of the Performance Period (x) due to death or Disability or (y) by the Company or one of the Company’s Subsidiaries without Cause or by the Participant for Good Reason or due to Retirement by the Participant, then (i) if Participant’s employment is terminated due to death or Disability, the Company shall within 60 days after such termination of employment (but subject to Section 21 of the Plan), issue or cause there to be transferred, to the extent not previously issued, transferred, canceled or forfeited in accordance with this Section 3, to the Participant (or, in the case of death, the Participant’s estate) a number of Shares equal to (i) the number of Shares that would be distributable under Section 3(b)(i) in the case of a termination due to the Participant’s death or Disability, or (ii) if Participant’s employment is terminated by the Company or one of the Company’s Subsidiaries without Cause or by the Participant for Good Reason or due to Retirement by the Participant, subject to the provisions of Section 21 of the Plan, on or about the Settlement Date the Participant will receive Shares equal to the number of Vested Performance Stock Units, if any, and any corresponding Dividends as described in Section 2, determined for purposes of this Section 3(c)(ii) as if the Participant had not incurred a termination of employment with the Company or any of the Company’s Subsidiaries prior to the end of the Performance Period.
409A Change of Control. Notwithstanding the foregoing, if from the date of a 409A Change of Control until the second anniversary of the 409A Change of Control the Participant’s employment is terminated (i) due to death or Disability, or (ii) by the Company or one of the Company’s Subsidiaries without Cause or by the Participant for Good Reason or Retirement, the Company shall immediately issue or cause there to be transferred, to the extent not previously issued, transferred, canceled or forfeited in accordance with this Section 3, to the Participant a number of Shares equal to (i) the number of Shares that would be distributable under Section 3(b)(i) in the case of a termination due to death or Disability or (ii) the number of Shares that would be distributable under Section 3(b)(ii) in the case of a termination without Cause, for Good Reason or due to Retirement, in each case, in full satisfaction of the Participant’s rights under this Agreement and subject to any required delay in distribution as may be required under Section 21 of the Plan.
