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.
Appears in 4 contracts
Samples: Executive Officer (Herc Holdings Inc), Employee Stock Option Agreement (Hertz Rental Car Holding Company, Inc.), Employee Stock Option Agreement (Hertz Global Holdings Inc)
Alternative Awards. Notwithstanding Section 5(a6(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.
Appears in 2 contracts
Samples: Employee Stock Option Agreement (Hertz Corp), Employee Stock Option Agreement (Hertz Corp)
Alternative Awards. Notwithstanding Section 5(a), no cancellation, termination, acceleration of exercisability exercisability, vesting or vesting, or cash settlement or other payment shall occur with respect to the Options any Option if the Committee (as constituted immediately prior to the Change in Control) reasonably determines, determines in good faith, prior to the occurrence of a Change in Control of Control, that the Options such Option shall be honored or assumed assumed, or new rights substituted therefor by therefore (such honored, assumed or substituted award being hereinafter referred to as an βAlternative Awardβ), in accordance with the terms of Section 9.2 of the Plan.provided that any such Alternative Award must:
Appears in 2 contracts
Samples: Nonqualified Stock Option Agreement (Mbia Inc), Nonqualified Stock Option Agreement (Mbia Inc)
Alternative Awards. Notwithstanding Section 5(aSections 2(j)(i), 2(j)(ii) and 2(j)(iii), 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 8.2 of the Plan.
Appears in 1 contract
Samples: Incentive Stock Option Award Agreement (Emcore Corp)