Acceleration of Equity Vesting upon Change in Control; Termination in Connection with a Change in Control Sample Clauses

Acceleration of Equity Vesting upon Change in Control; Termination in Connection with a Change in Control. Upon the consummation of a Change in Control (as defined in Section 5.4), all unvested equity awards granted to Executive by the Company shall become 100% vested. In addition, in the event that (i) Executive’s employment is terminated by the Company for any reason other than for Cause or (ii) Executive terminates employment with the Company for Good Reason (as defined in Section 5.4), in connection with or within six (6) months following a Change in Control the Company (or its successor) shall pay to Executive the Severance Amount, in substantially equal installments on the Company’s regularly scheduled payroll dates over a 12-month period and commencing within thirty (30) days after the Termination Date, and to the extent applicable, the COBRA Reimbursement Amount.
Sample 1
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Acceleration of Equity Vesting upon Change in Control; Termination in Connection with a Change in Control. Notwithstanding any other provision in this Agreement, any award agreement received by Executive, or any applicable plan document, upon the consummation of a Change in Control (as defined in Section 5.4), or in the event Executive’s employment is terminated without Cause or Executive terminates employment for Good Reason within six (6) months prior to a Change in Control, all unvested equity awards granted to Executive by the Company shall become 100% vested as of the Change in Control. No amendment to this Agreement, any award agreement, or any applicable plan document shall have the effect of eliminating the vesting provisions of the previous sentence. For the avoidance of doubt, in the event of termination without Cause or termination by Executive for Good Reason before a Change in Control, any unvested equity awards will remain outstanding pending a Change in Control event that would lead to accelerated vesting. In addition, in the event that (i) Executive’s employment is terminated by the Company for any reason other than for Cause or (ii) Executive terminates employment with the Company for Good Reason (as defined in Section 5.4), in connection with or within six (6) months following a Change in Control the Company (or its successor) shall pay to Executive the Severance Amount in a lump sum within thirty (30) days after the Termination Date, and to the extent applicable, the COBRA Reimbursement Amount.
Sample 1
Acceleration of Equity Vesting upon Change in Control; Termination in Connection with a Change in Control. Upon the consummation of a Change in Control (as defined in Section 5.4), or in the event Executive’s employment is terminated without Cause or Executive terminates employment for Good Reason within six (6) months prior to a Change in Control, all unvested equity awards granted to Executive by the Company shall become 100% vested as of the Change in Control. No amendment to this Agreement, any award agreement, or any applicable plan document shall have the effect of eliminating the vesting provisions of the previous sentence. For the avoidance of doubt, in the event of termination without Cause or termination by Executive for Good Reason before a Change in Control, any unvested equity awards will remain outstanding pending a Change in Control event that would lead to accelerated vesting. In addition, in the event that (i) Executive’s employment is terminated by the Company for any reason other than for Cause or (ii) Executive terminates employment with the Company for Good Reason (as defined in Section 5.4), in connection with or within six (6) months following a Change in Control the Company (or its successor) shall pay to Executive the Severance Amount and to the extent applicable, the COBRA Reimbursement Amount.
Sample 1

Related to Acceleration of Equity Vesting upon Change in Control; Termination in Connection with a Change in Control

  • 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).

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • 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 Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • 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.

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

  • Termination of Employment in Connection with a Change in Control If the Executive’s employment is terminated either by the Company Without Cause (as defined in Section 6(d)) or by the Executive for Good Reason (as defined in Section 6(e)(ii)), in either case within the period commencing one month prior to and ending twelve months following a Change in Control, then, subject to Section 22 [Compliance with Section 409A], the Executive shall be entitled to the compensation and benefits set forth in Sections 8(e)(i)(a) through (e) (in addition to any other payments or benefits provided under this Agreement), provided that within sixty days following the Executive’s termination of employment (i) the Executive has executed and delivered the Release to the Company, and (ii) the Release has become irrevocable:

  • Change in Control Termination For purposes of this Agreement, a “Change in Control Termination” means that while this Agreement is in effect:

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