Acceleration of Option upon a Change in Control Sample Clauses

Acceleration of Option upon a Change in Control. If the Company experiences a Corporate Change, the exercisability and vesting of this Option shall accelerate as of the date of such Corporate Change. The Compensation Committee of the Company's Board of Directors (the "Committee") shall provide that if a Corporate Change occurs, then effective as of a date selected by the Committee, the Committee (which for purposes of the Corporate Changes described in clauses (iii) and (v) of the definition of Corporate Change below shall be the Committee as constituted prior to the occurrence of such Corporate Change) acting in its sole discretion without the consent or approval of Optionee, will effect one or more of the following alternatives or combination of alternatives with respect to this Option (which alternatives may be conditional on the occurrence of such of the Corporate Change specified in clause (i) through (v) of the definition of Corporate Change below which gives rise to the Corporate Change): (1) in the case of a Corporate Change specified in clauses (i), (ii) or (iv) of the definition thereof, provide that the Option (including any portion exercisable pursuant to the first sentence of this Paragraph 9.B.) may be exercised in full for a limited period of time on or before a specified date (which will permit Optionee to participate with the Common Stock received upon exercise of such option in the event of a Corporate Change specified in clauses (i), (ii) or (iv) of the definition of Corporate Change below, as the case may be) fixed by the Committee, after which specified date the Option and all rights of Optionee hereunder shall terminate, (2) provide that the Option (including any portion exercisable pursuant to the first sentence of this Paragraph 9.B.) may be exercised for the Options then remaining term, or (3) require the mandatory surrender to the Company of this Option (including any portion exercisable pursuant to the first sentence of this Paragraph 9.B.) as of a date, before or not later than sixty days after such Corporate Change, specified by the Committee, and in such event the Committee shall thereupon cancel such Options and the Company shall pay to Optionee an amount of cash equal to the excess of the fair market value of the aggregate shares subject to such Option over the aggregate option price of such shares; provided, however, the Committee shall not select an alternative (unless consented to by Optionee) that, if Optionee exercised Optionee's accelerated Options pursuant to altern...
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Related to Acceleration of Option upon a Change in Control

  • Acceleration Upon Change in Control This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.

  • 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:

  • Acceleration Upon a Change of Control Subject to any additional acceleration of exercisability described in Sections 4(b), (c) and (d) below, in connection with a Change of Control (as defined in Section 1 above), the vesting and exercisability of fifty percent (50%) of Executive’s outstanding Stock Awards shall be automatically accelerated. The foregoing provision is hereby deemed to be a part of each such Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

  • 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:

  • 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).

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

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • Acceleration Upon Change of Control In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandi.

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

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