Accelerated Vesting and Payment. Notwithstanding the provisions of Sections 2(a) and 2(b) above, the vesting for some or all of the Employee’s Stock Units shall be accelerated as follows:
(i) if the Employee is determined to be disabled (as defined in the Company’s long term disability program or plan in which the Employee is a participant or, if the Employee does not participate in any such plan, as defined in the Dynegy Inc. Long Term Disability Plan, as amended, or the successor plan thereto) or in the event of the death of the Employee, all of the Employee’s then outstanding Stock Units shall become vested as of the date of such determination or death, as applicable; and
(ii) if the Employee’s employment with the Company terminates by reason of Involuntary Termination, then 100% of the Stock Units awarded to the Employee hereunder shall become vested as of the date of such termination of employment; and
(iii) if the Employee’s employment with the Company terminates as a result of an Involuntary Termination without cause within six months following a Corporate Change, then 100% of the Stock Units awarded to the Employee hereunder shall become vested as of the date of such Corporate Change; and
(iv) if the Employee’s employment with the Company terminates by reason of retirement following the date on which such Employee has (I) reached sixty (60) years of age and (II) completed at least ten (10) years of service as an employee of the Company, then the Stock Units shall vest as of the date of such termination equal to (1) the number of then outstanding Stock Units subject to this Agreement multiplied by (2) a fraction, the numerator of which shall be the number of calendar days which have lapsed since the later of the Grant Date or most recent anniversary thereof and the denominator of which shall be the number of calendar days from the later of the Grant Date or the most recent anniversary thereof until the third anniversary of the Grant Date. If the Employee’s employment with the Company terminates by reason of resignation by the Employee (except as otherwise provided above) or dismissal by the Company for Cause, then the Employee’s Stock Units shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company.
Accelerated Vesting and Payment. Unless the Board shall otherwise determine in the manner set forth in Section 8(b), in the event of a Change in Control, the Options shall be canceled in exchange for a payment in cash of an amount equal to the product of (i) the excess, if any, of the Change in Control Price over the Option Price multiplied by (ii) the number of Shares then subject to the Options.
Accelerated Vesting and Payment. Notwithstanding the provisions of Section 4(a), the Committee may otherwise determine that, upon the occurrence of a Change in Control, all or any portion of the Restricted Equity Units that are then still outstanding shall become vested and shall be immediately payable in Units (or, if so directed by the Committee, cash in an amount equal to the Fair Market Value of the Units that would otherwise have been deliverable to you).
Accelerated Vesting and Payment. Unless otherwise determined by the Committee at the time of grant and unless an alternative award is provided pursuant to Section 9.2, in the event of a Change in Control, each Option that, by its terms, becomes exercisable solely upon the completion of a stated period of service (whether or not then exercisable), together with any outstanding Options that, prior to or in connection with such Change in Control, have become exercisable in connection with the attainment of performance objectives, shall be canceled in exchange for a payment in cash by Holding to each Option holder of an amount equal to the excess of the Change in Control Price over the exercise price for such Option (except as provided in Section 9.2 below). Unless otherwise determined by the Committee at the time of acquisition and unless an alternative award is provided pursuant to Section 9.2, in the event of a Change in Control, the Restricted Period in respect of all Restricted Stock shall lapse.
Accelerated Vesting and Payment. Unless the Board (or the appropriate committee thereof) shall otherwise determine in the manner set forth in Paragraph 7(b), the Option shall become fully exercisable upon the occurrence of a Change in Control (as defined below) and shall remain exercisable for a period of one year thereafter regardless of whether Executive continues to be employed by the Company or, if longer, for the period during which such Option would otherwise be exercisable in accordance with its terms or the generally applicable provisions of the 1994 Plan. If no Alternative Option is provided as set forth in Section 7(b) below, and the Company does not survive as a publicly traded corporation following a Change in Control, the Company shall pay Executive, in full settlement of all rights with respect to the Option, an aggregate amount in cash equal to the product of (i) (A) the Fair Market Value of a Share of the Company's Common Stock on the date the Change in Control occurs minus (B) the per share exercise price for the Option times (ii) the number of shares as to which such Option has not been exercised at the time of the Change in Control. Any amount payable pursuant to the preceding sentence shall be paid within 30 days following such Change in Control.
Accelerated Vesting and Payment. Any unvested portion of an Award previously earned shall immediately vest and be paid to the Executive upon the first to occur of (i) termination of the Executive’s employment by the Company (or an Affiliate) without Cause; (ii) termination of the Executive’s employment by reason of Retirement; (iii) termination of the Executive’s employment by reason of death; or (iv) termination of the Executive’s employment by reason of Disability (each, a “Payment Date”). Such payment will be made to the Executive (or the Executive’s Beneficiary) within sixty (60) days following the Payment Date, but not later than December 31st of the year following the year in which the Payment Date occurs.
Accelerated Vesting and Payment. Notwithstanding the otherwise applicable terms hereof, the RSU Award shall become fully vested and payable in accordance with Section 5 hereof upon (i) the date of a Change in Control of the Company or (ii) the date of the Participant’s death or disability (within the meaning of Section 409A of the Code).
Accelerated Vesting and Payment. Unless the ----------------- ------------------------------- Committee shall otherwise determine in the manner set forth in Section 5(b), in the event of a Change in Control each Option (regardless of whether such Options are at such time otherwise exercisable) shall be canceled in exchange for a payment in cash of an amount equal to the excess, if any, of the then Fair Market Value over the Option Price.
Accelerated Vesting and Payment. Unless the Committee shall otherwise determine in the manner set forth in Section 8(b), in the event of a Change in Control, the Option shall be cancelled in exchange for a payment in cash of an amount equal to the excess, if any, of the Change in Control Price over the exercise price for the Option.
Accelerated Vesting and Payment. Unless the Board _______________________________ (or the appropriate committee thereof) shall otherwise determine in the manner set forth in Paragraph 7(b), the Option shall become fully exercisable upon the occurrence of a Change in Control (as defined below) and shall remain exercisable for a period of one year thereafter regardless of whether Executive continues to be employed by the Company or, if longer, for the period during which such Option would otherwise be exercisable in accordance with its terms or the generally applicable provisions of the 1994 Plan. If no Alternative Option is provided as set forth in Section 7(b) below, and the Company does not survive as a publicly traded corporation following a Change in Control, the Company shall pay Executive, in full settlement of all rights with respect to the Option, an aggregate amount in cash equal to the product of (i) _ (A) the Fair Market Value of a Share of the Company's Common Stock on the date the Change in Control occurs minus (B) the per share exercise price for the Option times (ii) the number of shares as __ to which such Option has not been exercised at the time of the Change in Control. Any amount payable pursuant to the preceding sentence shall be paid within 30 days following such Change in Control.
