Alternative Award. Notwithstanding Section 6(a), no cancellation, termination, or settlement or other payment shall occur with respect to any Option if the Board reasonably determines prior to the Change in Control that the Employee shall receive an Alternative Award meeting the requirements of the Plan.
Alternative Award. No cancellation, acceleration, vesting, lapse of restrictions or other payment shall occur with respect to any Non-Statutory Stock Options in connection with a Change in Control if the Committee reasonably determines in good faith, prior to the occurrence of the Change in Control, that such Non-Statutory Stock Options shall be honored or assumed, or new rights substituted therefor following the Change in Control (such honored, assumed, or substituted award, an “Alternative Award”), provided that any Alternative Award must:
(i) Give the Employee who held such Non-Statutory Stock Options rights and entitlements substantially equivalent to or better than the rights and terms applicable under such Non-Statutory Stock Options, including but not limited to an identical or better exercise and vesting schedule, and identical or better timing and methods of payment; and
(ii) Have terms such that if, following a Change in Control, an Employee’s employment is involuntarily or constructively terminated (other than for Cause) at a time when any portion of the Alternative Award is non-vested, the non-vested portion of such Alternative Award shall immediately vest and become exercisable in full. For purposes of this Section 6(a)(ii), involuntary termination of employment refers to actual, involuntary termination of employment (other than for Cause), and constructive termination of employment refers to any of the following (other than for Cause) occurring within two years following the Change in Control: (A) material diminution in duties; (B) material diminution in compensation, or (C) a requirement to relocate to a primary place of business more than 50 miles from Employee’s primary plan of business immediately prior to the Change in Control.
Alternative Award. Notwithstanding Section 5(a), no cancellation, termination, or settlement or other payment shall occur with respect to any Option if the Administrator reasonably determines prior to the Change in Control that the Associate shall receive an Alternative Award meeting the requirements of the Plan; provided, however, that if this Section 5(b) becomes operative, but the Associate’s employment is terminate by the Company without Cause or the Associate resigns with Good Reason and any such termination occurs between the date a definitive agreement is signed by the Company contemplating transactions which, if consummated, would result in a Change in Control and the date that is twenty-four (24) months following the Change in Control, all then outstanding unvested Options shall become immediately vested and exercisable.
Alternative Award. No cancellation, acceleration, vesting, lapse of restrictions or other payment shall occur with respect to any Non-Statutory Stock Options in connection with a Change in Control if the Committee reasonably determines in good faith, prior to the occurrence of the Change in Control, that such Non-Statutory Stock Options shall be honored or assumed, or new rights substituted therefor following the Change in Control (such honored, assumed, or substituted award, an “Alternative Award”), provided that any Alternative Award must:
(i) Give the Grantee who held such Non-Statutory Stock Options rights and entitlements substantially equivalent to or better than the rights and terms applicable under such Non-Statutory Stock Options, including but not limited to an identical or better exercise and vesting schedule and terms, and identical or better timing and methods of payment; and
(ii) Have the following terms (which shall apply if this Award is assumed, or if a replacement Award is issued):
(A) if, within 2 years following a Change in Control, a Grantee’s Service Relationship is involuntarily terminated other than for Cause, or terminates for Good Reason, at a time when any portion of the Alternative Award is non-vested, vesting of the Alternative Award shall accelerate in full.
(B) If clause (A) is not triggered because Grantee remains employed by the acquirer, then:
(I) The XXX metric shall be deemed satisfied for the Grant Year in which the Change in Control occurs and for future Grant Years within the Performance Period, and Grantee shall continue to vest in the XXX-Vested Options based on continued service during the Performance Period; and
(II) The Stock Price-Vested Options shall be forfeited to the extent an applicable Stock Price Goal has not been achieved upon the Change in Control. To the extent a Stock Price Goal has been achieved, Grantee shall continue to vest in the Stock Price-Vested Options based on continued service during the Performance Period.
Alternative Award. Notwithstanding Section 4(a), your Unit Options will not become eligible for Surrender immediately, and they will not be subject to being redeemed with a cash payment to you, if the Administrator reasonably determines in good faith, prior to the Change of Control, that your Unit Options will be honored or assumed, or new rights substituted for the outstanding Unit Options (referred to as an “Alternative Award”) by your employer or an affiliate immediately after the Change of Control. Any Alternative Award must:
(1) be based on stock which is traded on an established securities market, or that the Administrator reasonably believes will be traded on an established securities market within 60 days after the Change of Control;
(2) provide you with rights substantially equivalent to or better than the rights applicable to your Unit Options (including, but not limited to, an identical or better exercise or surrender eligibility schedule, and identical or better timing and methods of payment);
(3) have substantially equivalent economic value to your Unit Options (determined at the time of the Change of Control); and
(4) provide that, in the event that your employment is involuntarily or Constructively Terminated after a Change of Control, any conditions imposed on your rights under an Alternative Award, including any restrictions on transfer, surrender eligibility, or exercisability of any Alternative Award, will be waived or will lapse.
Alternative Award. Notwithstanding Section 4(a), your Options will not become exercisable immediately, and they will not be subject to being redeemed with a cash payment to you, if the Committee reasonably determines in good faith, prior to the Change of Control, that your Options will be honored or assumed, or new rights substituted for the outstanding Options (referred to as an "Alternative Award") by your employer or an affiliate immediately after the Change of Control. Any Alternative Award must:
(1) be based on stock which is traded on an established securities market, or that the Committee reasonably believes will be traded on an established securities market within 60 days after the Change of Control;
(2) provide you with rights substantially equivalent to or better than the rights applicable to your Options (including, but not limited to, an identical or better exercise schedule, and identical or better timing and methods of payment);
(3) have substantially equivalent economic value to your Options (determined at the time of the Change of Control); and
(4) provide that, in the event that your employment is involuntarily or constructively terminated after a Change of Control, any conditions imposed on your rights under an Alternative Award, including any restrictions on transfer or exercisability of any Alternative Award, will be waived or will lapse. For these purposes, a constructive termination is a termination of employment by you following a material reduction in your base salary or incentive compensation opportunity or a material reduction in your responsibilities, in each case without your consent.
Alternative Award. No acceleration of vesting shall occur with respect to Restricted Stock if the Committee reasonably determines prior to a Change in Control that the Restricted Stock agreement shall be honored or assumed, or new rights substituted therefor following the Change in Control (such honored, assumed, or substituted award, an “Alternative Award”), provided that any Alternative Award must:
(i) Give the Grantee who held Restricted Stock rights and entitlements substantially equivalent to or better than the rights and terms applicable under this Restricted Stock agreement, including but not limited to an identical or better vesting schedule; and
(ii) Have terms such that if, within two years following a Change in Control, a Grantee’s Service Relationship is involuntarily terminated (or alternatively, in the case of a Grantee who is an employee, constructively terminated) other than for Cause at a time when any portion of the Alternative Award is non-vested, the non-vested portion of such Alternative Award shall immediately vest in full. For purposes of this Section 3(b), involuntary termination of the Service Relationship refers to actual, involuntary termination (other than for Cause), and constructive termination of employment (in the case of a Grantee who is an employee) refers to any of the following (other than for Cause) occurring within two years following the Change in Control: (A) material diminution in duties; (B) material diminution in compensation, or (C) a requirement to relocate to a primary place of business more than 50 miles from Grantee’s primary place of business immediately prior to the Change in Control.
Alternative Award. Notwithstanding 3(a), no acceleration of vesting shall occur with respect to Restricted Stock if the Administrator reasonably determines prior to the Change in Control that the Employee shall receive an Alternative Award meeting the requirements of the Plan.
Alternative Award. No acceleration of vesting shall occur with respect to Restricted Stock if the Committee reasonably determines prior to the Change in Control that the Restricted Stock agreement shall be honored or assumed, or new rights substituted therefor following the Change in Control (such honored, assumed, or substituted award, an “Alternative Award”), provided that any Alternative Award must:
(i) Give the Employee who held Restricted Stock rights and entitlements substantially equivalent to or better than the rights and terms applicable under this Restricted Stock agreement, including but not limited to an identical or better vesting schedule; and
(ii) Have terms such that if, following a Change in Control, an Employee’s employment is involuntarily or constructively terminated (other than for Cause) at a time when any portion of the Alternative Award is non-vested, the non-vested portion of such Alternative Award shall immediately vest in full. For purposes of this Section 2(b), involuntary termination of employment refers to actual, involuntary termination of employment (other than for Cause), and constructive termination of employment refers to any of the following (other than for Cause) occurring within two years following the Change in Control: (A) material diminution in duties; (B) material diminution in compensation, or (C) a requirement to relocate to a primary place of business more than 50 miles from Employee’s primary plan of business immediately prior to the Change in Control.
Alternative Award. “Alternative Award” has the meaning set forth in Section 15.1.
