Accelerated Vesting upon a Change of Control. Notwithstanding any other provisions of this Agreement to the contrary, in the event of a Change of Control of the Company, the unvested portion of the Option shall become fully vested”.
Accelerated Vesting upon a Change of Control. If the vesting of the balance, or some lesser portion of the balance, of the Performance Shares subject to this Award Agreement is accelerated upon a Change of Control, as such term is defined in the Plan, of the Company, and such Change of Control is not a “change in the ownership or effective control” or “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 1.409A-3(i)(5) of the United States Treasury Regulations, then such accelerated Performance Shares shall not be paid until the applicable vesting date of such Performance Shares, as set forth on the Notice of Grant, or if earlier, the date of Participant’s death, disability or “separation from service” within the meaning of Section 409A of the Code from the Company (a “Separation from Service”); provided, however, that if the payment pursuant to this Section 3(b) is to be made upon Participant’s Separation from Service and as of the date of Participant’s Separation from Service Participant is a “specified employee” within the meaning of Section 409A of the Code then payment of the Shares with respect to the Performance Shares subject to this Section 3(b) shall not be made until the date that is six (6) months and one day following the date of Participant’s Separation from Service if earlier payment would result in the imposition of the additional tax under Section 409A of the Code.
Accelerated Vesting upon a Change of Control. Upon the Change of Control Effective Date, seventy five percent (75%) of the then unvested Options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the Change of Control Effective Date and all Purchased Stock that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to seventy five percent (75%) of the then unvested shares of Purchased Stock as of the Change of Control Effective Date. The remaining unvested Options granted by the Company to Employee and the remaining unvested shares of Purchase Stock shall continue to vest at the same rate following the Change of Control Effective Date as prior to such date, based on Employee’s continued employment by or services to the Company (or its successor).
Accelerated Vesting upon a Change of Control. Notwithstanding any other provisions of this Agreement to the contrary, in the event of a Change of Control, the unvested portion of the Restricted Stock Unit Award shall become vested for an additional number of Shares where that additional number of Shares equals the remaining unvested Shares multiplied by the Change of Control Cash Consideration Fraction. For purposes of this Agreement, “Change of Control Cash Consideration Fraction” shall mean, with respect to a Change of Control, the portion of the per Share consideration which is paid in the form of cash, provided that if the Change of Control Cash Consideration Fraction is .75 or higher, it shall be deemed to be 1. Notwithstanding the above, in the event the Participant’s Employment is terminated by the Company or any successor thereto without Cause or by the Participant for Good Reason, in each case following a Change of Control, the Restricted Stock Unit Award shall immediately become fully vested.
Accelerated Vesting upon a Change of Control. Notwithstanding Section 2(b) above, the Option will be deemed fully vested if, within twelve (12) months following a Change of Control of the Company, Xxxxxxx’s employment is terminated (i) by the Company
Accelerated Vesting upon a Change of Control. Notwithstanding any other provisions of this Agreement to the contrary, in the event of a Change of Control, the unvested portion of the Restricted Stock Unit Award shall become fully vested.
Accelerated Vesting upon a Change of Control. Your entitlement to Restricted Shares (or an equivalent cash amount) may be accelerated in the event of a change of control of the Company, as set forth in Annex 1, attached hereto.
Accelerated Vesting upon a Change of Control. Notwithstanding anything to the contrary in Section 4, if within the one (1) year period following a Change of Control, the Participant’s Service is terminated by the Company or any Subsidiary or Affiliate without Cause or by the Participant with Good Reason, the Option shall immediately and fully vest as of the date of such termination of the Participant’s Service.
Accelerated Vesting upon a Change of Control. The other provisions of Section 2 notwithstanding, upon a Change of Control and subject to Executive's continued employment with the Company, the Unvested Share Repurchase Option shall lapse with respect to all remaining Unvested Shares and such shares shall immediately become Vested Shares.
Accelerated Vesting upon a Change of Control. Upon the close of a transaction that constitutes a Change of Control (as that term is defined below), Company shall immediately accelerate vesting of 50% of any portion of the Option that remains unvested. On the one (1)-year anniversary of such Change of Control or upon a “Triggering Event” (as defined below), whichever occurs sooner, the remaining unvested portion of the Option shall immediately vest. For purposes of this subsection 7.5(a), a “Triggering Event” shall mean: (i) Executive’s termination from employment; (ii) a material change in the nature of Executive’s role or job responsibilities so that Executive’s job duties and responsibilities after the Change of Control, when considered in their totality as a whole, are substantially different in nature from the job duties Executive performed immediately prior to the Change of Control; or (iii) the relocation of Executive’ s principal place of work to a location more than thirty (30) miles from the location Executive was assigned to immediately prior to the Change of Control.
