Acceleration of Vesting Date. The Committee may at any time or times in its discretion accelerate the Vesting Date. The Committee will accelerate the Vesting Date by specifying an earlier Vesting Date. Acceleration of the Vesting Date under this paragraph 9 will not result in an earlier payment of any Shares.
Acceleration of Vesting Date. Subject to paragraphs 4(d) and 7, in the event a Change in Control or a Division Change in Control occurs prior to the end of the Performance Period, the PSUs shall immediately vest and the Participant shall receive immediate payment in respect thereof determined as the sum of the following amounts:
Acceleration of Vesting Date. In the event a Change in Control, subject to paragraph 7, has occurred, to the extent that any such occurrence also constitutes a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code (a “409A Change of Control Event”), (A) the Award will vest in full upon the earlier of (i) the expiration of the one-year period immediately following the Change in Control, provided the Participant’s Employment with the Company and its Affiliates has not terminated, (ii) the original Vesting Date with respect to each portion of the Award, or (iii) the termination of the Participant’s Employment by the Company or any of its Affiliates (I) by the Company other than for Cause (unless such termination is due to death or Disability) or (II) by the Participant for Good Reason and (B) Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as practicable, but in no event later than 60 days following such Vesting Date, along with the Retained Distributions related thereto; provided, however, that notwithstanding the foregoing, to the extent that any such occurrence does not constitute a 409A Change of Control Event, the RSUs shall vest as described under this paragraph 6, but the issuance of Shares shall be made at the times otherwise provided hereunder as if no Change of Control had occurred. In the event of any such vesting as described in clauses (i) and (iii) of the preceding sentence, the date described in such clauses shall be treated as the Vesting Date.
Acceleration of Vesting Date. In the event of a “Change in Control” of the Company prior to the Vesting Date, the Vesting Date shall be accelerated to the effective date of such Change in Control. The distribution date set forth in Section 4 hereof shall not be effected by such Change in Control. For purposes of this Agreement, the following terms shall have the definitions set forth below:
Acceleration of Vesting Date. The Committee may at any time or times in its discretion waive your obligation to remain employed through the Vesting Date in order to receive any Shares. In the event of such a waiver, you will receive a payment of those Shares, if any, which would have been paid to you had you remained employed through the Vesting Date based upon the level of goal achievement under the Performance Schedule. Waiver of a continued employment condition under this paragraph 9 will not result in an earlier payment of any Shares.
Acceleration of Vesting Date. (a) Notwithstanding the provisions of Paragraph 2 above relating to the vesting period, all of the Restricted Units shall be fully vested upon (i) a Change of Control; provided that Employee has remained continually employed by the Company or any of its Affiliates commencing on the Effective Date through the effective date of the Change of Control, or (ii) the involuntary termination of Employee’s employment by the Company for reason other than Cause.
(b) For purposes of this Agreement a “Change of Control” shall mean any person or group of persons (as defined in Rule 13d-5 under the Securities Exchange Act of 1934, as amended) together with such person or its Affiliates, becoming the owner, directly or indirectly, of 51% or more of the total fair market value or total voting power of the Company; provided that if one or more persons acting as a group currently owns more than 51% of the Company, the acquisition of additional Units by the same person or persons is not considered to cause a Change in Control.
Acceleration of Vesting Date. In the event a Change in Control, subject to paragraph 7, has occurred, to the extent that any such occurrence also constitutes a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code (a “409A Change of Control Event”), (A) the Award will vest in full upon the occurrence of a Change in Control and (B) Shares subject to the RSUs shall be issued or transferred to the Non-Employee Director, as soon as practicable, but in no event later than 60 days following such Change in Control, along with any Retained Distributions related thereto; provided, however, that notwithstanding the foregoing, to the extent that any such occurrence does not constitute a 409A Change of Control Event, the RSUs shall vest as described under this paragraph 6, but the issuance of Shares shall be made at the times otherwise provided hereunder as if no Change of Control had occurred.
Acceleration of Vesting Date. In the event a Change in Control, subject to paragraph 7, has occurred, (A) the Award will vest in full upon the earlier of (i) the expiration of the one-year period immediately following the Change in Control, provided the Participant's Employment with the Company and its Affiliates has not terminated, (ii) the original Vesting Date with respect to each portion of the Award, or (iii) the termination of the Participant's Employment by the Company or any of its Affiliates (I) by the Company other than for Cause (unless such termination is due to death or Disability) or (II) by the Participant for Good Reason and (B) Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as practicable following such Vesting Date, along with the Retained Distributions related thereto. In the event of any such vesting as described in clauses (i) and (iii) of the preceding sentence, the date described in such clauses shall be treated as the Vesting Date.
Acceleration of Vesting Date a) In the event of the Non-Employee Director’s termination due to death or disability prior to the Vesting Date, the Award will vest in full upon the occurrence of such termination and Shares subject to the RSUs shall be issued or transferred to the Non-Employee Director (or his or her heirs, as the case may be) no later than sixty (60) days following the occurrence of such termination.
b) In the event of a Change in Control prior to the Vesting Date, subject to Section 6, the Award will vest in full immediately prior to the Change in Control and Shares subject to the RSUs shall be issued or transferred to the Non-Employee Director immediately prior to such Change in Control.
Acceleration of Vesting Date. Paragraph 2 of each Agreement is revised such that the Vesting Date with respect to the Award Shares shall be the date of this Amendment. Accordingly, the Award Shares shall be transferred to the Grantee as soon as practicable hereafter in accordance with the terms of Paragraph 1 of each Agreement.
