A Change in Control. In the event of the Participant’s Termination of Service as a Director following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option. A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
A Change in Control. For the purposes of this Agreement, "Change in ------------------- Control" shall mean:
(i) an acquisition of any voting securities of the Employer by any "Person" (as the term person is used for purposes of Section 3(d) or 14(d) of the Securities Exchange Act of 1934 (the "1934 Act")), immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-d promulgated under the 0000 Xxx) of 25% or more of either (a) the then outstanding shares of common stock of the Employer, or (b) the combined voting power of the then outstanding voting securities of the Employer entitled to vote generally in the election of directors;
(ii) individuals who, as of the Effective Date, constitute the Board of Directors of Employer cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Employer's shareholders, was approved by a vote of at least a majority of the directors then comprising the Board of Directors shall be considered as though such individual were a member of the Board of Directors of Employer as of the Effective Date;
(iii) approval by the shareholders of Employer of a reorganization, merger, or consolidation, in each case unless the shareholders of Employer immediately before such reorganization, merger, or consolidation own, directly or indirectly, immediately following such reorganization, merger, or consolidation at least a majority of the combined voting power of the outstanding voting securities of the corporation resulting from such reorganization, merger, or consolidation in substantially the same proportion as their ownership of the voting securities immediately before such reorganization, merger, or consolidation; or
(iv) approval by the shareholders of Employer of (a) a complete liquidation or dissolution of the Employer, or (b) the sale or other disposition of all or substantially all of the assets of the Employer.
A Change in Control. If the Repurchase Right is assigned to the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction and Optionee’s Service is Involuntarily Terminated within twelve months following such Change in Control, then the Repurchase Right shall terminate automatically, and all the Purchased Shares shall immediately vest with respect to the lesser of (a) 25% of total number of Purchased Shares or (b) the number of Unvested Shares at the time Optionee’s Service is Involuntary Terminated. Unvested Shares that have been held in an escrow account maintained on Optionee’s behalf pursuant to Paragraph D.6 of the Purchase Agreement and that become vested on an accelerated basis in accordance with this Addendum shall be released from such escrow at the time of such Involuntary Termination.
A Change in Control. To the extent the Repurchase Right is assigned to the successor corporation (or parent thereof) in connection with a Change in Control or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction, no accelerated vesting of the Purchased Shares shall occur upon that Change in Control, and the Repurchase Right shall continue to remain in full force and effect in accordance with the provisions of the Purchase Agreement. Optionee shall, over his or her period of Service following such Change in Control, continue to vest in the Purchased Shares in one or more installments in accordance with the provisions of the Purchase Agreement. However, upon an Involuntary Termination of Optionee’s Service within eighteen (18) months following such Change in Control, the Repurchase Right shall terminate automatically, and all the Purchased Shares shall immediately vest in full at that time. Any unvested escrow account maintained on Optionee’s behalf pursuant to Paragraph D.6 of the Purchase Agreement shall also vest at the time of such Involuntary Termination and shall be paid to Optionee promptly thereafter.
A Change in Control. If the Option is to be assumed by the successor corporation (or the parent thereof) in connection with a Change in Control or is otherwise to be continued in full force and effect pursuant to the terms of the Change in Control transaction, then none of the Option Shares shall vest on an accelerated basis upon the occurrence of that Change in Control, and Optionee shall accordingly continue, over his or her period of service following the Change in Control, to vest in the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, upon an Involuntary Termination of Optionee’s Service [within eighteen (18) months] following such Change in Control, all the Option Shares at the time subject to the Option (as so assumed or continued in effect) shall automatically vest in full on an accelerated basis so that such Option shall immediately become exercisable for all the Option Shares as fully-vested shares and may be exercised for any or all of those Option Shares as vested shares. The Option shall remain so exercisable until the earlier of (i) the Expiration Date or (ii) the expiration of the one (1)-year period measured from the date of the Involuntary Termination. “
A Change in Control. In the event of the Participant’s Involuntary Termination of Employment following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option. A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
A Change in Control. In the event of a Change in Control, if you involuntarily forfeit your current position or if you will be employed at a significantly lower salary, all Stock Awards will become fully exercisable. In addition, all Stock Awards may become fully exercisable pursuant to Sections 18 (a) and 18(b) of the Plan. A “Change in Control” will be deemed to have occurred as provided in Section 2(b) of the Plan.
A Change in Control. If other vesting provisions are provided by the Board or the Compensation Committee of the Board with respect to the Employer Deferral Account SERP subaccount of any SERP Participant no later than the date the first contribution by the Employer to the Participant’s Employer Deferral Account SERP subaccount is made (or at any time thereafter if such other vesting provision make vesting more favorable to the SERP Participant), vesting in the SERP Participant’s Employer Deferral Account SERP subaccount shall be determined as so provided by the Board or its Compensation Committee.
A Change in Control. In the event of the Participant’s Termination of Service following a Change in Control, all unvested Options held by the Participant will expire and be forfeited. Vested Options will be exercisable for one (1) year following Involuntary Termination following a Change in Control. A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
A Change in Control. If the Option is assumed by the successor corporation (or the parent thereof) or is otherwise continued in effect pursuant to the terms of the Change in Control transaction and Optionee is Involuntarily Terminated within twelve months following such Change in Control, then (a) the vesting and exercisability of such number of Option Shares as is equal to the lesser of (i) 25% of the Option Shares subject to the Option at the time of grant, or (ii) all of the remaining Unvested Shares, shall be automatically accelerated on the date of such Involuntary Termination, and (b) the Vested Shares subject to the Option (after giving effect to the accelerated vesting pursuant to the preceding clause) shall remain exercisable until the earlier of (i) the Expiration Date or (ii) the expiration of the one year period measured from the date of the Optionee’s Involuntary Termination.
