Adjustment; Change in Control Clause Samples
The "Adjustment; Change in Control" clause defines how certain terms of an agreement, such as compensation, vesting schedules, or contractual rights, are modified if there is a change in the ownership or control of a company. Typically, this clause outlines specific triggers—such as a merger, acquisition, or sale of a controlling interest—that result in adjustments to employee benefits, stock options, or other contractual obligations. Its core function is to protect the interests of parties who might be affected by significant corporate changes, ensuring that their rights and benefits are preserved or fairly adjusted in the event of a change in control.
Adjustment; Change in Control. In the event of certain transactions during the Restriction Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 1 to the contrary: (a) upon the occurrence of a Change in Control, unless a Replacement Award is granted in respect of the Restricted Stock Units (in which case this clause (a) shall not apply), the restrictions applicable to the Restricted Stock Units shall lapse and such Restricted Stock Units shall become free of all restrictions and fully vested as of such Change in Control and shall be settled as soon as practicable following the date of such Change in Control (but not later than 30 days thereafter); and (b) if a Replacement Award is granted in respect of the Restricted Stock Units in connection with such Change in Control, upon a Termination of Employment of the Employee occurring upon or during the two years immediately following the date of such Change in Control by reason of death, Disability or Retirement, by the Company without Cause, or by the Employee for Good Reason (as defined in the Plan, except that if the Employee is covered by a separate written plan or agreement providing for payments upon a Termination of Employment for Good Reason within two years following a Change in Control, then as defined in such plan or agreement), the restrictions applicable to such Replacement Award, to the extent not vested as of such Termination of Employment, shall lapse, and such Replacement Award shall become free of all restrictions and fully vested and shall be settled as soon as practicable following the date of Termination of Employment (but not later than 30 days thereafter); provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall, to the extent necessary to avoid the imposition of penalty taxes under Section 409A of the Code, not be so settled unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code (it being understood that nothing in this Section 5 shall preclude the Company from settling upon a Change in Control any Restricted Stock Units that are not replaced by a Replacement Award, to the extent effectuated in accordance with Treasury Reg. § 1.409A-3(j)(ix)).
Adjustment; Change in Control. In the event of certain transactions during the Restricted Period, the Restricted Stock shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. In the event of a Change in Control before the Restricted Stock vests, the restrictions applicable to the Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested and transferable in full, consistent with Section 10(a)(ii) of the Plan.
Adjustment; Change in Control. (a) The Option may be adjusted or terminated in any manner as contemplated in the Plan.
(b) Unless the Committee determines otherwise in accordance with the terms of the Plan, upon the occurrence of a Change in Control all Options shall become exercisable as and to the extent set forth in Section 11 of the Plan.
(c) Except as provided herein, the Option may be exercised in whole at any time or in part at any time to the extent that the Shares under the Option are then exercisable. In no event, however, may the Option be exercised after the expiration of the Option Term, as described in SECTION 6 below.
Adjustment; Change in Control. In the event of certain transactions during the Restricted Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. In the event of a Change in Control before the Restricted Stock Units vest, the restrictions applicable to the Restricted Stock Units shall lapse, such Restricted Stock Units shall become free of all restrictions and become fully vested, consistent with Section 10(a)(iii) of the Plan, and shall be settled within 5 days following the Change in Control; provided, however, that any Restricted Stock Units that constitute “nonqualified deferred compensation” as defined under Section 409A of the Code shall not be settled upon such Change in Control unless the Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code.
Adjustment; Change in Control. In the event of certain corporate transactions, the Restricted Stock Units shall be subject to adjustment as provided in Section 8.8 of the Plan. In the event of a Change in Control, the Restricted Stock Units shall be subject to the provisions of Section 8.9 of the Plan.
Adjustment; Change in Control. In the event of certain transactions during the Restricted Period, the Restricted Stock shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding anything in Section 10(a)(ii) of the Plan to the contrary, in the event of that Change in Control occurs before the Restricted Stock vests in full, a number of shares of Restricted Stock shall vest equal to the product of (x) the total number of shares of Restricted Stock subject to the grant and (y) a fraction, the numerator of which is the number of days elapsed from the Grant Date until the date of the Change in Control and the denominator of which is the total number of days from the Grant Date until February 28, 2010.
Adjustment; Change in Control. In the event of certain transactions during the Restricted Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3(d) of the Plan or any applicable successor provision under the Plan. Notwithstanding the provisions of Section 10(a) to the contrary, in the event of a Change in Control, (a) the Threshold Performance Goal and Performance Goal shall be deemed to be achieved and the Employee shall vest in a number of Restricted Stock Units determined based on the Stock Price as of the trading date immediately preceding the date on which the Change of Control occurs, (b) fifty percent of the remaining Restricted Stock Units shall vest upon the earlier of (i) the Employee’s termination of employment for any reason other than a termination (A) by the Company for Cause or (B) by the Employee without Good Reason and (ii) December 31, 2011 and (c) the remainder of the Restricted Stock Units shall be forfeited, provided that, in the event that the Restricted Stock Units are not assumed in connection with the Change in Control, the Employee shall vest in the Restricted Stock Units described in clauses (a) and (b) above immediately prior to the Change in Control. The Executive’s employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, “Good Reason” (1) shall have the meaning set forth in the Employee’s applicable employment or change in control severance or change in control employment agreement or plan as in effect on the date hereof or (2) if the Employee is not party to such an agreement or does not participate in such a plan or if such an agreement or plan does not define Good Reason, shall mean a material diminution in annual base salary or annual target bonus as in effect immediately prior to a Change in Control other than an isolated, insubstantial and inadvertent action not taken in bad faith, but only in the absence of a written consent by the Employee, and only if the Employee provides notice to the Company of the existence of the condition constituting Good Reason within a period not to exceed 90 days of the initial existence of the condition and the Company fails to remedy the condition within 30 days of such notice:
Adjustment; Change in Control. (a) The Option may be adjusted or terminated in any manner as contemplated in the Plan.
(b) Except as provided herein, the Option may be exercised in whole at any time or in part at any time to the extent that the Shares under the Option are then exercisable. In no event, however, may the Option be exercised after the expiration of the Option Term, as described in SECTION 6 below.