Acceleration Upon a Change of Control of Company Clause Samples
Acceleration Upon a Change of Control of Company. Notwithstanding the provisions of paragraph 2 above, if a Change of Control occurs at or within eighteen (18) months following the date of this Award Agreement, 50% of the total Performance Equivalents granted will immediately vest and convert into shares of Common Stock. If the Change of Control occurs more than eighteen (18) months following the date of this Award Agreement, but before the Vesting/Payment Date, the Performance Equivalents which will immediately vest and convert into Common Stock will be the greater of:
(a) 50% of the total Performance Equivalents granted, or
(b) the percentage of total Performance Equivalents granted which would have vested under paragraph 2 above if the Company’s CAGR on the Vesting/Payment Date was the actual annualized CAGR, calculated on a trailing four quarters basis, for the period between September 30, 2009 and the last fiscal quarter end prior to the Change of Control for which Company financial results were publicly disclosed. Any such shares of Common Stock which are issued as a result of such acceleration and vesting of Equivalents upon a Change of Control shall be issued, and related payments, if any, shall be paid, to Recipient no later than (i) the 15th day of the third calendar month after the Change of Control, or (ii) a date after the Change of Control, but not later than the December 31st immediately following the Change of Control. In the event of a Change of Control, any unvested Performance Equivalents which do not vest as described in this paragraph shall be forfeited.
Acceleration Upon a Change of Control of Company. Notwithstanding the provisions of Paragraph 1 above, if a Change of Control of the Company occurs on or following November 1, 2011, any shares not previously forfeited under this Option will become fully exercisable. If a Change of Control of the Company occurs prior to that date, no shares will accelerate and become exercisable, except in accordance with the other terms of this Option Agreement.
Acceleration Upon a Change of Control of Company. Notwithstanding the provisions of paragraph 2 above, upon a Change of Control of the Company, all Time-Vested Equivalents will immediately vest. With respect to the Performance Equivalents, if the Change of Control occurs at or within eighteen (18) months following the date of this Award Agreement, a number of Equivalents equal to 25% of the total Equivalents granted will also immediately vest. If the Change of Control occurs more than eighteen (18) months following the date of this Award Agreement, but before the Announcement Date, the Performance Equivalents which will immediately vest will be the greater of:
(a) 25% of the total Equivalents granted; or
(b) the percentage of total Equivalents granted which would have vested under paragraph 2 above if the Company’s CAGR on the Announcement Date was the actual annualized CAGR, calculated on a trailing four quarters basis, for the period between September 30, 2008 and the last fiscal quarter end prior to the Change of Control for which Company financial results were publicly disclosed. Any unvested Equivalents which do not vest upon a Change of Control as described in this paragraph shall be forfeited.
Acceleration Upon a Change of Control of Company. Notwithstanding the provisions of paragraph 2 above, upon a Change of Control of the Company, the number of Equivalents set forth in the grid on Attachment A, which would vest in the event of the Recipient’s receipt of a “2” FFA rating, and the achievement of the “Target” Business Performance goal for fiscal year 2009 will immediately vest and convert into shares of Common Stock. Such shares shall be issued to, and related payments, if any, shall be paid, no later than the earlier of (i) the 15th day of the third calendar month after the Change of Control, or (ii) a date after the Change of Control, but not later than the December 31st immediately following the Change of Control. Any unvested Equivalents which do not vest upon a Change of Control as described in this paragraph shall be forfeited.