Accelerated Vesting — Change in Control or Sale Sample Clauses

Accelerated Vesting — Change in Control or Sale. In the event of a “Change in Control,” as defined in the Plan, prior to the Vesting Date, if the Employee has remained continuously employed by Company, Bank or non-Bank Affiliate since the Award Date, the restrictions on the Shares shall lapse and all of the Shares (references to “Shares” in this Agreement shall also include all dividends and/or shares of Stock purchased under the DRP on account of such Shares) shall immediately vest. All restrictions on the Shares shall lapse and such Shares shall vest immediately upon the sale of all or substantially all of the common stock or assets (a “Sale”) of the Bank prior to the Vesting Date, provided the Employee remains continuously employed by the Bank, the Company or non-Bank Affiliate. In the event of a Sale of a non-Bank Affiliate which employed the Employee on the date the Sale occurs and the Employee has been continuously employed by the Affiliate, Company or Bank since the Award Date, the Shares shall vest in an amount not less than the pro rata amount of the Shares awarded under this Agreement for the period from the Award Date to the consummation date of the Sale of the non-Bank Affiliate as calculated by taking the number of Shares times the fraction, the numerator of which is the actual number of full months the Employee worked from the Award Date (Employee shall be credited with working the full months of January, February and March 2010) to the consummation date of the Sale of the non-Bank Affiliate, and the denominator of which is thirty-six (36), representing the number of full months (including January, February and March 2010) in the Vesting Period. (By way of example and for avoidance of doubt, if the non-Bank Affiliate is sold on July 1, 2011, the Employee would be entitled to vesting of one-half of the Shares (18 months worked/36 months total in the Vesting Period) under this Agreement).
Sample 1Sample 2See All (7)
AutoNDA by SimpleDocs
Accelerated Vesting — Change in Control or Sale. (i) Participant is an Employee of F.N.B.
Sample 1Sample 2Sample 3
Accelerated Vesting — Change in Control or Sale. (i) Participant is an Employee of F.N.B. Corporation, First National Bank of Pennsylvania or F.N.B. Payroll Services, LLC. In the event a “Change in Control” (as defined in the Plan) of F.N.B. Corporation or the sale or transfer of 25% or more of the Bank’s voting securities to a non-affiliated entity occurs or the merger or consolidation of the Bank with a non-affiliated entity (“Bank Sale”) occurs prior to the Vesting Date and the Participant is employed by F.N.B., Bank or F.N.B. Payroll Services, LLC on the date of the consummation of the “Change in Control or Bank Sale, the Target Amount shall immediately vest and be payable in accordance with Section 7 hereof.
Sample 1
Accelerated Vesting — Change in Control or Sale. In the event a “Change in Control,” as defined in the Plan, or a sale of substantially all of the common stock or assets of the Bank to an unaffiliated person or entity (“Sale”), occurs prior to the Vesting Date and the Employee remains continuously employed by the Company until the actual date of the “Change in Control” or Employee continuously provides services to the Company or the Bank pursuant to Employee’s Consulting Agreement then the restrictions on the Shares shall lapse and all of the Shares (references to “Shares” in this Agreement shall also include all dividends and/or shares of Stock purchased under the DRP on account of such Shares) shall immediately vest.
Sample 1
Accelerated Vesting — Change in Control or Sale. In the event a “Change of Control” (as defined in the Plan) of F.N.B. Corporation or the Bank occurs prior to the Vesting Date, and the Participant has remained continuously employed by F.N.B. since the Grant Date or the Consulting Agreement remains in effect on the date of the Change in Control, the Target Amount shall immediately vest and be payable in accordance with Section 7 hereof.
Sample 1
Accelerated Vesting — Change in Control or Sale. In the event of a "Change in Control," as defined in the Plan, prior to the Vesting Date, if the Employee has remained employed by the Company until the actual date on which Employee ceased to be employed by the Company pursuant to his Employment Agreement dated December 31, 2005, as amended, and Employee's Consulting Agreement dated December 31, 2005 the restrictions on the Shares shall lapse and all of the Shares (references to "Shares" in this Amended Agreement shall also include all dividends and/or shares of Stock purchased under the DRP on account of such Shares) shall immediately
Sample 1

Related to Accelerated Vesting — Change in Control or Sale

  • Change in Control Vesting The shares of Common Stock underlying each Tranche of Performance Shares may also vest on an accelerated basis in accordance with the applicable provisions of Paragraph 4 of this Agreement should a Change in Control occur after the start but prior to the completion of the Performance Period applicable to that particular Tranche or the Certification Date. Issuance Date: The shares of Common Stock which actually vest and become issuable pursuant to each Tranche of Performance Shares shall be issued in accordance with the provisions of this Agreement applicable to the particular circumstances under which such vesting occurs.

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • Vesting Upon a Change in Control Immediately upon a Change in Control, any equity awards subject to vesting that have been granted to the Officer under the Company’s equity incentive plans and that are not fully vested shall become fully vested and, in the case of stock options, shall become immediately exercisable, and the Officer shall be entitled, in the case of such stock options, to exercise such stock options until the earlier of the expiration of their original full term or one year from the Date of Termination (in each case, without regard to any earlier termination otherwise applicable in the event of termination of employment, and to the extent permitted by Section 409A of the Code).

  • Termination Following Change in Control If a Change in Control shall have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason.

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • Upon a Change in Control If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • Acceleration of Vesting Upon Change in Control Effective at the time of a Change in Control, all unvested stock options and stock previously issued to Executive as to which rights of ownership are subject to forfeiture shall immediately vest; all risk of forfeiture of the ownership of stock or stock options and restrictions on the exercise of options shall lapse; and, Executive shall be entitled to exercise any or all options, such that the underlying shares will be considered outstanding at the time of the Change in Control.

  • Termination of Employment Following Change in Control (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter at any time during the term of this Agreement there shall be:

  • Deferral Pending Change in Control The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!