Accelerated Vesting on a Change in Control Sample Clauses

Accelerated Vesting on a Change in Control. Notwithstanding anything herein to the contrary, in the event that a Change in Control (as defined in Exhibit A hereto) occurs while the Grantee is employed with the Company or a Subsidiary, a pro rata portion of the Restricted Shares shall immediately become fully vested and the restrictions imposed thereon shall lapse on a pro rata basis as follows. The number of Restricted Shares that shall vest on account of a Change in Control shall be determined by multiplying all of the Restricted Shares (including vested and unvested) by a fraction, the numerator of which shall be the number of full months of employment from the Grant Date through the date of the Change in Control and the denominator of which shall be 36, and then subtracting the number of Restricted Shares that had vested prior to the date of the Change in Control; provided, however, that in no event shall the number subject to such pro rata vesting be less than zero and in no event shall a Change in Control result in forfeiture of any Restricted Shares vested prior to such Change in Control. The date of such pro rata vesting in the event of a Change in Control shall be the date of such Change in Control.
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Accelerated Vesting on a Change in Control. Upon the effectiveness of a Change in Control if the Permitted Investors receive an internal rate of return on the amounts such Permitted Investors have invested in, loaned to and contributed to the Company (together the “Invested Capital”), compounded annually, of the greater of at least 30% or two times the Invested Capital, then as provided in Section 3.6 of the Plan (i) any stock options granted under the Plan shall become fully vested and immediately exercisable, and (ii) any performance goals applicable to Awards will be deemed to be fully satisfied and immediately exercisable, provided, however, that no Termination of Employment has taken place prior to the effective date of such Change in Control (hereinafter referenced as “Accelerated Vesting”). If, however, upon the effectiveness of a Change in Control the Permitted Investors have not received an internal rate of return on the Invested Capital, compounded annually, of the greater of at least 30% or two (2) times the Invested Capital, than Accelerated Vesting shall only take place to the extent the surviving entity does not assume the provisions of the Plan or make provision for the Grantee to participate in a stock option or similar equity incentive plan with terms that, taken as a whole, are (as determined by the Board in its sole discretion) not materially less favorable to the Grantee than the Plan
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Accelerated Vesting on a Change in Control. Notwithstanding anything herein to the contrary, in the event that a Change in Control (as defined in Exhibit A hereto) occurs while the Grantee is employed with the Company or a Subsidiary, a pro rata portion of the Restricted Shares shall immediately become fully vested and the restrictions imposed thereon shall lapse on a pro rata basis as follows. The number of Restricted Shares that shall vest on account of a Change in Control shall be determined by multiplying all of the Restricted Shares (including vested and unvested) by a fraction, the numerator of which shall be the number of full months of employment from the Grant Date through the date of the Change in Control and the denominator of which shall be 60, and then subtracting the number of Restricted Shares that had vested prior to the date of the Change in Control; provided, however, that in no event shall the number subject to such pro rata vesting be less than zero and in no event shall a Change in Control result in forfeiture of any Restricted Shares vested prior to such Change in Control. To the extent that a Change in Control occurs following December 31 of a fiscal year in which the Company achieves an Operating Profit Target for the first time but prior to the next Potential Vesting Date following the OP Determination Date for such fiscal year, the number of Restricted Shares subject to vesting on that next Potential Vesting Date following such OP Determination Date shall be counted as vested prior to such Change in Control for purposes of determining the number of Restricted Shares subject to pro rata vesting upon the Change in Control. The date of such pro rata vesting in the event of a Change in Control shall be the date of such Change in Control.
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Accelerated Vesting on a Change in Control. In the event of a Change in Control, as defined in the Change in Control Severance Agreement between the Participant and the Company (the “Change in Control Severance Agreement”), fifty percent (50%) of the unvested Deferred Stock Units subject to this Award will become fully vested as of the Effective Date of a Change in Control (both as defined in the Change in Control Severance Agreement). After the Effective Date, the remaining unvested Deferred Stock Units shall continue to vest at the rate and at the times provided for in the Notice of Grant. If the Participant is terminated by the Company (or its successor or parent) without Good Cause (as defined in the Change in Control Severance Agreement) or the Participant terminates his employment with the Company (or its successor or parent) for Good Reason (as defined in the Change in Control Severance Agreement), any remaining unvested Deferred Stock Units subject to this Award will vest as of the day immediately preceding the date of termination.]
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Accelerated Vesting on a Change in Control 
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Related to Accelerated Vesting on a Change in Control

  • 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 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).

  • 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.

  • Termination Due to Change in Control If the Company terminates Executive's employment without Cause (and for reasons other than death or Disability) in conjunction with a Change in Control (as defined below), Executive shall be entitled to receive all accrued but unpaid salary and benefits through the date of termination plus the Change in Control Benefit (as defined below).

  • Covered Termination During a Change in Control Period If Executive experiences a Covered Termination during a Change in Control Period, and if Executive delivers to the Company a Release of Claims that becomes effective and irrevocable within sixty (60) days, or such shorter period of time specified by the Company, following such Covered Termination, then in addition to any accrued but unpaid salary, bonus, vacation and expense reimbursement payable in accordance with applicable law, the Company shall provide Executive with the following:

  • Following a Change in Control If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

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

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • PAYMENTS UPON A CHANGE IN CONTROL (a) The term “

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

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