Change in Control Acceleration Sample Clauses

Change in Control Acceleration. In the event of a of a Change in Control as described in Section 11(A)(iv) herein, the Options, to the extent outstanding at the time of such Change in Control, but not otherwise vested and exercisable for all the shares of Common Stock subject to those Options will, immediately and automatically as of the effective date of such Change in Control, vest and become exercisable for all of the shares of Common Stock at the time subject to the Options and may be exercised for any or all of those shares as fully-vested shares of Common Stock. In the event of a Change of Control other than that described in Section 11(A)(iv) herein, the Options shall be governed by the terms of the Company’s 2000 Stock Incentive Plan.

Change in Control Acceleration. In the event of a Change in Control without a Qualifying Termination, the vesting of each of Executive’s Company Equity Awards granted prior to the Agreement Date will accelerate as to 25% of any then-unvested shares subject to each such award as of immediately prior to the Change in Control subject to Executive’s continued employment through the Change in Control; provided, however, that with respect to Performance Awards, the determination of any applicable performance criteria upon a Change in Control will be determined as set forth in the applicable performance-based equity award prior to giving effect to this accelerated vesting. Unless otherwise provided in writing by the Board or the Committee, the “single trigger” acceleration provided under this Section 4 shall not apply to any Company Equity Award granted on or following the Agreement Date.

Change in Control Acceleration. In the event of a Change in Control (as defined in the LTIP in its form as in effect on the Effective Date), and notwithstanding any applicable vesting schedule, all awards granted to Executive under the LTIP shall immediately vest.

Change in Control Acceleration. In the event of a Change in Control, 75% of the number of shares of Company stock subject to the unvested portion of each outstanding stock option and other equity award (together, the “Equity Awards”) held by Executive shall become fully vested, exercisable and otherwise free from forfeiture immediately prior to the closing of such Change in Control, with the remaining unvested portion of such Equity Awards continuing to vest and becoming fully exercisable and free from forfeiture on the first anniversary of the closing of the Change in Control (the “First Anniversary Vest Date”), subject to Executive’s continued employment with the Company through such date (unless otherwise provided herein). With respect to any Equity Awards granted in the form of restricted stock units (“RSUs”), upon the vesting of the RSUs on the First Anniversary Vest Date, the Executive shall be entitled, with respect to each share of Company stock subject to such RSUs, to receive the greater of (i) the consideration paid per share of Company stock on the closing date of the Change in Control by the acquiring or succeeding entity (the “Per Share Price”), whether paid in cash or stock of the acquiring or succeeding entity and (ii) to the extent the shares of Company stock are converted into stock of the acquiring or succeeding entity in connection with the Change in Control and the value of the stock into which the Company stock converts exceeds the Per Share Price on the First Anniversary Vest Date, then such higher amount, whether paid in cash or stock of the acquiring or succeeding entity (such greater amount, the “Assumed RSU Payment Amount”).

Change in Control Acceleration. In the event of a Change of Control, the vesting of each of Executive’s then-outstanding equity compensation awards granted under any of the Company’s equity incentive plans will accelerate as to 25% of any then-unvested shares subject to each such award as of immediately prior to the Change in Control subject to Executive’s continued employment through the Change in Control, and subject to Section 5(a).

Change in Control Acceleration. Upon the consummation of a Change in Control of the Company, subject to either (i) Executive’s continued employment with the Company until immediately prior to such Change in Control or (ii) Executive’s termination of employment by the Company without Cause or by Executive for Good Reason within three (3) months prior to such Change in Control, each outstanding equity award held by Executive (including, without limitation, the Option) shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall lapse, in each case, with respect to one hundred percent (100%) of the then-unvested shares subject to such outstanding award effective as of immediately prior to such Change in Control.

Change in Control Acceleration. In the event of a Change in Control (as defined in Section 2(j) of the Plan) which closes on a date prior to your termination of employment, any unvested Units shall immediately become fully vested, effective as of immediately prior to consummation of the Change in Control. Notwithstanding the foregoing, to the extent that an employment, change in control or other agreement or arrangement with the Company or an Affiliate provides benefits of greater value upon a Change in Control that those provided in this paragraph (g), the rights set forth in such other agreement shall supersede the provisions of this paragraph (g). Comparatively, to the extent that an employment, change in control or other agreement or arrangement with the Company or an Affiliate provides benefits of lesser value upon a Change in Control that those provided in this paragraph (g), the rights set forth in this paragraph (g) shall supersede the provisions of such other agreement.

Change in Control Acceleration. The Options, to the extent outstanding at the time of a Change in Control but not otherwise vested and exercisable for all the shares of Common Stock subject to those Options will, immediately prior to the effective date of that Change in Control, vest and become exercisable for all of the shares of Common Stock at the time subject to the Options and may be exercised for any or all of those shares as fully-vested shares of Common Stock provided and only if any of the following conditions are satisfied with respect to that Change in Control: (i) Executive is not offered employment with the surviving entity (“Successor Company”) upon a Change of Control. (ii) The Options are not to be assumed by the Successor Company (or its parent company) or otherwise continued in effect pursuant to the terms of the Change in Control transaction, or the Options are not to be replaced with substitute Options or cash incentives which preserve the spread existing at the time of the Change in Control on any shares for which the Options are not otherwise at that time vested and exercisable (the excess of the Fair Market Value of those shares over the applicable option exercise price) and which vest at the same or faster rate as in effect under the vesting schedule applicable to the Options; (iii) Executive is offered employment with the Successor Company at less than ninety percent (90%) of Executive’s Last Total Compensation; or (iv) Executive is offered employment at a location which is more than one hundred (100) miles from the Company’s principal office at the time of Change in Control. Should Executive’s employment with the Company or Successor Company terminate within twelve (12) months after a Change in Control by reason of (i) a resignation qualifying as an Authorized Resignation, (ii) a resignation for Good Reason, or (iii) an involuntary termination of Executive’s employment other than a termination for Cause (“Involuntary Termination”), then Executive will become entitled to receive the severance benefits set forth below in this Section 10, provided and only if Executive executes and delivers to the Company or Successor Company, at the time of Executive’s Authorized Resignation, resignation for Good Reason or Involuntary Termination, a general release (in form and substance reasonably satisfactory to the Company or Successor Company) in which Executive releases the Company or Successor Company, as applicable, and its officers, directors, employees and agents from any...

Change in Control Acceleration. In the event of your termination of employment during a Change in Control Period as a result of your Involuntary Termination or Resignation for Good Reason, any unvested Units shall immediately become fully vested, effective as of the date of such Involuntary Termination or Resignation for Good Reason, provided, however, that if you are a party to an Other Agreement and such Other Agreement contains provisions regarding the vesting or forfeiture of Units upon Involuntary Termination or Resignation for Good Reason during a Change in Control Period (or the substantial equivalent of any of the foregoing) in a manner consistent with Article 18 of the Plan, the unvested Units shall vest or be forfeited in accordance with the terms of your Other Agreement. Notwithstanding the foregoing, in connection with a Change in Control, you shall receive the greater of the benefits provided under Article 18 of the Plan or any such Other Agreement to which you are a party, without duplication.