Acceleration on Certain Terminations Sample Clauses

Acceleration on Certain Terminations. Notwithstanding any other provision of this Award Agreement or of the Plan, (i) if a Change in Control Event (which, for purposes of this Agreement, shall have the meaning set forth below and not the one assigned to it in the Plan) occurs and the Award (to the extent outstanding and not otherwise vested at the time of the Change in Control Event) does not accelerate and become fully vested upon or in connection with such event as contemplated by Section 7.2 of the Plan (and is not otherwise accelerated by the Administrator as provided in Section 7.3 of the Plan), and (ii) if, within twelve (12) months following the date of the Change in Control Event, the Participant has a Severance Date as a result of a termination by the Corporation or a Subsidiary for any reason other than for Cause or as a result of resignation by the Participant for Good Reason (as each such term is defined below), the Award (to the extent outstanding and not otherwise vested immediately prior to such termination) shall automatically become fully vested as of the Severance Date; provided, however, that if the Participant is a member of the Board at the time of the Change in Control Event and ceases to be a member of the Board for any reason within twelve (12) months following the date of the Change in Control Event (and does not otherwise continue to be employed by or provide services to the Corporation or a Subsidiary), the Award (to the extent outstanding and not otherwise vested immediately prior to such cessation of service) shall automatically become fully vested as of the Severance Date.