Acceleration of Vesting Upon a Change in Control. In the event of the consummation of a Change in Control prior to any Unit Vesting Date, the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may assume or continue the Company’s rights and obligations with respect to outstanding Awards or substitute for outstanding Awards substantially equivalent rights with respect to the Acquiror’s stock. For purposes of this Section 7.1, an Award shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, for each Unit subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock of the Company on the effective date of the Change in Control was entitled for each Unit subject to an Award. In the event that the Acquiror elects not to assume, continue or substitute for the outstanding Awards in connection with a Change in Control, the vesting of 100% of the then unvested Units shall be accelerated in full and such Units shall be deemed Vested Units effective as of the date of the Change in Control, provided that the Participant’s Service has not terminated prior to the Change in Control. In settlement of the Award, the Company shall issue to the Participant one (1) share of Stock for each Vested Unit determined in accordance with this Section 7.1. The vesting of Units and settlement of the Award that was permissible solely by reason of this Section 7.1 shall be conditioned upon the consummation of the Change in Control. Notwithstanding the foregoing, the Committee may, in its discretion, determine that upon a Change in Control, each Award outstanding immediately prior to the Change in Control shall be canceled in exchange for payment with respect to 100% of the Units which are subject to accelerated vesting in (a) cash, (b) stock of the Company or the Acquiror, or (c) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share of stock in the Change in Control for each such Unit (subject to any required tax withholding). Such payment shall be made as soon as practicable following the Change in Control.
Acceleration of Vesting Upon a Change in Control. In the event of a Change in Control, the vesting of the Shares shall be accelerated in full and the Total Number of Shares shall be deemed Vested Shares effective as of the date of the Change in Control, provided that the Participant’s Service has not terminated prior to such date.
Acceleration of Vesting Upon a Change in Control. In the event of a Change in Control, immediately prior to the occurrence of such Change in Control, the vesting of each Company equity award held by the Executive shall accelerate (and be released from any repurchase option in favor of the Company, if applicable) by the number of shares subject to such equity award that would have otherwise been vested on the date that is twelve (12) months after the effective date of the Change in Control.
Acceleration of Vesting Upon a Change in Control. In the event of a Change in Control, in addition to any accelerated vesting under Section 8.2 of this Agreement, the vesting of all then unvested Equity Awards granted to Executive shall accelerate in full immediately prior to, but contingent upon the consummation of, the Change in Control, irrespective of whether, within a period of four (4) months prior to such Change in Control, Executive’s employment with Company has terminated by reason of Involuntary Termination. This Section shall be applied to each Equity Award or any portion thereof that remains subject to a substantial risk of forfeiture until both (i) one or more applicable corporate financial or other business performance goals have been satisfied and (ii) Executive’s service with Company has continued through a specified date, and with respect to such Equity Award neither of the conditions specified in clause (i) or clause (ii) of this sentence has been satisfied, by accelerating in full the target number of shares or units that would vest pursuant to such Equity Award if Executive’s employment had not terminated and if all performance-based milestones were achieved at the 100% level by both Company and Executive. The foregoing provision is hereby deemed to be a part of each agreement evidencing each applicable Equity Award to which Executive is a party and to supersede any contrary provision in any such agreement unless such agreement specifically refers to and disclaims this Section 9 of this Agreement.
Acceleration of Vesting Upon a Change in Control. In the event of a Change in Control, the vesting of all Time-Based Equity Awards shall accelerate in full immediately prior to, but contingent upon the consummation of, the Change in Control. The foregoing provision is hereby deemed to be a part of each agreement evidencing each applicable Time-Based Equity Award to which Executive is a party and to supersede any contrary provision in any such agreement unless such agreement specifically refers to and disclaims this provision. Notwithstanding the foregoing, unvested equity awards, if any, granted to Executive pursuant to an agreement between the Company and Executive that are subject to vesting conditions that are based on the achievement of corporate financial, stockholder return or other performance goals or any condition other than or in addition to Executive’s continued employment or service through specified dates will not be subject to acceleration pursuant to this Section, but will be governed by their terms.
Acceleration of Vesting Upon a Change in Control. In the event that while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs prior to the last day of a Performance Period, the Change in Control MSUs shall become immediately Vested MSUs as of the effective date of the Change in Control, and all such Performance Periods shall be deemed completed. After giving effect to the preceding sentence and except as provided in Section 4(c) below, any Non-Vested MSUs with respect to each Tranche shall remain outstanding and will vest and become Vested MSUs thereafter on the applicable Vesting Date for such Tranche, subject to the Grantee’s continuous employment with the Company or a Subsidiary until each such date.
Acceleration of Vesting Upon a Change in Control. In the event of a Change in Control prior to the date on which the Participant is fully vested in the Restricted Stock Units, the Participant automatically shall become 100% vested in the Restricted Stock Units as of the date of the Change in Control.
Acceleration of Vesting Upon a Change in Control. In the event of a Change in Control, the vesting of the Units shall be accelerated in full, and the Total Number of Units shall be deemed Vested Units effective as of the consummation of the Change in Control, provided that the Participant’s Service has not terminated prior to such date.
Acceleration of Vesting Upon a Change in Control. In the event of a Change in Control which occurs prior to your termination of employment with the Company, you shall become vested (immediately prior to the Change in Control) with respect to twenty-five percent (25%) of the unvested portion of any options to purchase the Company’s common stock that you then hold and/or the immediate lapsing of restrictions with respect to twenty-five percent (25%) of the any Company restricted stock or other equity-based awards that you then hold. Such options, restricted stock and other equity-based awards shall then continue to vest, up to 100%, in accordance with the vesting schedule applicable to such award prior to the Change in Control without regard to the acceleration provided by the preceding sentence.
Acceleration of Vesting Upon a Change in Control. In the event of a Change in Control, and provided that the Participant’s Service has not terminated prior to the date of consummation of the Change in Control, all unvested Units shall become Vested Units and shall be settled in accordance with Section 6 immediately prior to (and contingent upon) the consummation of the Change in Control. Notwithstanding any provision of this Agreement or the Grant Notice to the contrary, for purposes of the acceleration of vesting of the Units provided by this Section, termination of the Participant’s employment with the Company within a period of four (4) months prior to the consummation of the Change in Control either as a result of involuntary termination by the Company without Cause, as described in Section 7.2 of the Employment Agreement, or as a result of termination by the Participant for Good Reason, as described in Section 7.3 of the Employment Agreement, shall not be treated as termination of the Participant’s Service prior to the consummation of the Change in Control.
