Alternative Awards. Notwithstanding Section 5(a), no cancellation, termination, acceleration of exercisability or vesting, or settlement or other payment shall occur with respect to the Options if the Committee (as constituted immediately prior to the Change in Control) reasonably determines, in good faith, prior to the Change in Control that the Options shall be honored or assumed or new rights substituted therefor by an Alternative Award, in accordance with the terms of Section 9.2 of the Plan.
Alternative Awards. Notwithstanding Section 2(c)(i), no cancellation, termination, lapse of Restriction Period or settlement or other payment shall occur with respect to the Restricted Stock Units if the Committee (as constituted immediately prior to the Change in Control) reasonably determines prior to the Change in Control that the Restricted Stock Units shall be honored or assumed or new rights substituted therefor by an Alternative Award, in accordance with the terms of Section 9.2 of the Plan; provided, however, notwithstanding anything in the Plan to the contrary, any such Alternative Award shall vest in full if the Participant’s employment is terminated by the Company without Cause within two years following a Change in Control.
Alternative Awards. Notwithstanding Section 2(d)(i), no cancellation, termination, lapse of Restriction Period or settlement or other payment shall occur with respect to the Performance Stock if the Committee (as constituted immediately prior to the Change in Control) reasonably determines prior to the Change in Control that the Performance Stock shall be honored or assumed or new rights substituted therefor by an Alternative Award, in accordance with the terms of Section 9.2 of the Plan; provided, however, notwithstanding anything in the Plan to the contrary, any such Alternative Award shall vest in full (with any Performance Criteria applicable to Performance Periods that are incomplete as of the Participant’s termination deemed satisfied at the greater of actual performance at the time of the Change in Control and the target level) if the Participant’s employment is terminated by the Company without Cause within two years following a Change in Control.
Alternative Awards. Notwithstanding Section 9.1, unless provided otherwise in the agreement evidencing the Incentive Award, no cancellation, acceleration of exercisability, vesting or cash settlement or other payment shall occur with respect to any Incentive Award that would otherwise have been canceled pursuant to Section 9.1 if the Committee reasonably determines in good faith prior to the occurrence of a Change in Control that such Incentive Award shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an “Alternative Award”) by a Participant’s employer (or the parent or a subsidiary of such employer) immediately following the Change in Control, provided that any such Alternative Award must:
(i) provide such Participant (or each Participant in a class of Participants) with rights and entitlements substantially equivalent to or better than the rights applicable under such Incentive Award, including, but not limited to, a substantially similar or better exercise or vesting schedule and substantially similar or better timing and methods of payment;
(ii) have substantially equivalent economic value to such Incentive Award (determined at the time of the Change in Control); and
(iii) have terms and conditions which provide that in the event that the Participant’s employment is involuntarily terminated following a Change in Control, any conditions on a Participant’s rights under, or any restrictions on transfer or exercisability (including vesting) applicable to, each such Alternative Award shall be waived or shall lapse, as the case may be.
Alternative Awards. Notwithstanding Section 5(a), no cancellation, termination, acceleration of exercisability or vesting, or settlement or other payment shall occur with respect to the Options if the Committee (as constituted immediately prior to the Change in Control) reasonably determines prior to the Change in Control that the Options shall be honored or assumed or new rights substituted therefor by an Alternative Award, in accordance with the terms of Section 9.2 of the Plan; provided, however, notwithstanding anything in the Plan to the contrary, any such Alternative Award shall vest in full if the Participant’s employment is terminated by the Company without Cause within two years following a Change in Control.
Alternative Awards. Notwithstanding Section 5(a), no cancellation, acceleration of exercisability, vesting or cash settlement or other payment shall occur with respect to any Option if the Committee reasonably determines in good faith, prior to the occurrence of a Change of Control, that such Option shall be honored or assumed, or new rights substituted therefore (such honored, assumed or substituted award being hereinafter referred to as an “Alternative Award”), provided that any such Alternative Award must:
(i) be based on stock which is traded on an established securities market, or that the Committee reasonably believes will be so traded within 60 days after the Change of Control;
(ii) provide you with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Option, including, but not limited to, an identical or better exercise and vesting schedule and identical or better timing and methods of payment;
(iii) have substantially equivalent economic value to such Option (determined at the time of the Change of Control); and
(iv) have terms and conditions which provide that in the event that your employment is involuntarily or constructively terminated within two years following a Change of Control, except if your employment is terminated for Cause, any conditions on your rights under, or any restrictions on transfer or exercisability applicable to, each such Alternative Award shall be waived or shall lapse.
Alternative Awards. The Period of Restriction shall not expire upon a Change in Control with respect to any Restricted Shares if the Committee reasonably determines in good faith prior to the occurrence of a Change in Control that the Restricted Shares shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award an "Alternative Award"), by the Grantee's employer (or the parent or a Subsidiary of such employer) immediately following the Change in Control, provided that any such Alternative Award must:
(i) be based on stock that is traded on an established U.S. securities market, or that will be so traded within 60 days of the Change in Control;
(ii) provide the Grantee (or each Grantee in a class of Grantees) with rights and entitlements substantially equivalent to or better than the rights and terms applicable to the Restricted Shares, including, but not limited to, an identical or better vesting schedule;
(iii) have substantially equivalent economic value to the Restricted Shares (determined at the time of the Change in Control); and
(iv) have terms that provide that if the Grantee's employment is involuntarily terminated or constructively terminated, any conditions on the Grantee's rights under, and any restrictions on transfer, shall be waived or shall lapse, as the case may be. For this purpose, a constructive termination shall mean a termination by the Grantee following (i) a material reduction in the Grantee's base salary or incentive compensation opportunity or (ii) a material reduction in the Grantee's responsibilities, in each case without the Grantee's written consent.
Alternative Awards. Notwithstanding Section 2(c)(i), no cancellation, termination, lapse of Restriction Period or settlement or other payment shall occur with respect to the Restricted Stock Units if the Committee (as constituted immediately prior to the Change in Control) reasonably determines prior to the Change in Control that the Restricted Stock Units shall be honored or assumed or new rights substituted therefor by an Alternative Award, in accordance with the terms of Section 9.2 of the Plan; provided, however, notwithstanding anything in the Plan to the contrary, any such Alternative Award shall vest in full if the Director’s services on the Board of the Company ceases for any reason (except due to termination for Cause by the Company) within two years following the Change in Control.
Alternative Awards. Notwithstanding Section 7(a), no cancellation, acceleration of exercisability, vesting, cash settlement or other payment shall occur with respect to an Option if the Committee reasonably determines in good faith prior to the occurrence of a Change in Control that such Option shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award an “Alternative Award”), by the Grantee’s New Employer (or the parent or a Subsidiary of such New Employer) immediately following the Change in Control, provided that such Alternative Award (i) is based on stock which is or will be, within 60 days of the Change in Control, traded on an established securities market; (ii) provides Grantee with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under the Option; (iii) has substantially equivalent economic value to the Option (determined at the time of the Change in Control); and (iv) vests and becomes fully exercisable and transferable in the event that Grantee’s employment is involuntarily terminated or terminated by Grantee following a material reduction in the Grantee’s base salary or a Grantee’s incentive compensation opportunity or a material reduction in the Grantee’s responsibilities, in either case without the Grantee’s written consent.
Alternative Awards. No acceleration of vesting shall occur with respect to any of the Restricted Stock Units if the Board reasonably determines in good faith, prior to the occurrence of a Change in Control, that such Restricted Stock Units 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 Participant rights and entitlements substantially equivalent to or better than the rights and terms applicable under the Restricted Stock Units, including, but not limited to, an identical or better exercise and vesting schedule; and
ii. have terms such that if the Participant’s employment is involuntarily (i.e., by the Company or its successor other than for Cause) or constructively (i.e., by the Participant with Good Reason) terminated within one year following a Change in Control at a time when any portion of the Alternative Award is unvested, the unvested portion of such Alternative Award shall immediately vest in full.
