Change in Control Agreements. Simultaneously with the execution and delivery of this Agreement, the Company and the Executive have executed and delivered a Change In Control Agreement ("C-I-C Agreement"), which applies under the circumstances and during the period described therein. If circumstances arise which cause both the C-I-C Agreement and this Agreement to apply to the Company and the Executive, then, to the extent of any inconsistency between the provisions of this Agreement and the C-I-C Agreement, the terms of the C-I-C Agreement alone shall apply. However, if the C-I-C Agreement does not apply (as, for example, if there is no Change in Control as described therein, or the C-I-C Agreement has expired, or the C-I-C Agreement simply does not apply), then the provisions of this Agreement shall control and be unaffected by the C-I-C Agreement.
Change in Control Agreements. Options and Each Executive shall acquire strips of Common Units and Preferred Units (“Strips”) in the aggregate amount set forth in
(1) Xxxxxxxx-$15 million; Cherry-$5 million; Xxxxxxxx-$5 million; Team-$5 million; Xxxxxxxx-$4 million. Restricted Stock footnote 1, which Strips shall be restricted, as provided in the Executive’s employment agreement, subscription agreement and LLC agreement; provided that the Executive may agree to the cancellation of all or any portion of the unvested (without giving effect to any acceleration resulting from the Merger) options and restricted stock of Xxxxx held by him the vesting of which would otherwise be accelerated upon consummation of the Merger and the Parent shall grant to each such Executive an amount of options to purchase Strips (“Options”), in exchange for such cancelled options, and restricted Strips (“Restricted Strips”), in exchange for such cancelled restricted stock, having an aggregate exercise price and aggregate intrinsic (or “spread”) value equal to the aggregate exercise price and intrinsic value of the unexercised options and restricted stock that were cancelled, and the amount of Strips required to be acquired by such Executive shall be reduced by the amount of such “spread”. The Options and the Restricted Strips shall be fully vested on the date of issuance.
Change in Control Agreements. The Company shall include Executive in any existing and future change in control agreements applicable to any other executive officer or director of the Company except to the extent Executive and the Company have agreed in writing that such change in control agreements (or portions thereof) shall not apply to Executive.
Change in Control Agreements. The provision of this Section regarding the terms and conditions of an Award Agreement upon a Change in Control shall apply notwithstanding any Plan provision to the contrary, and notwithstanding any agreement between the Participating Company and such Participant which relate to the terms of the Awards hereunder, upon a Change in Control. Upon a Change in Control, the following shall apply:
(a) The Awards previously granted shall be immediately vested and not subject to forfeiture due to any subsequent termination from employment or removal or resignation from the Board, subject to Subsection (d) hereunder.
(b) Restrictions on any Restricted Stock shall be eliminated as of such event.
(c) If the Change in Control occurs before the end of the Performance Period, no further adjustment shall be made to the number of Shares of Restricted Stock contingently granted based on the Performance Criteria.
(d) Performance Shares shall be considered earned and shall not be subject to forfeiture due to any subsequent termination from employment. If the Change in Control occurs before the end of the Performance Period, the amount of the Performance Shares shall be determined assuming the Company has achieved a target performance level and, the amount shall then be multiplied by the portion of the Performance Period the individual was an active Participant hereunder. If the Change in Control occurs after the end of the Performance Period but before the Performance Shares are paid, the amount payable shall be determined based on the actual performance level. In either case payment of the Performance Shares shall be made as soon as practicable following the Change in Control but no later than the close of the seventy five (75) day period following the earlier of the end of the Performance Period or the Change in Control.
Change in Control Agreements. In the event that a change in control of Xxxx Foods or White Wave shall occur after the IPO and prior to the Distribution Date which would activate the protection afforded under the Change in Control agreements that have been implemented by Xxxx Foods, the appropriate member of the WhiteWave Group shall be responsible for the payment of and shall pay any benefits that become payable under the terms of any such agreement (other than with respect to any awards related to the common stock of Xxxx Foods outstanding under the Xxxx Foods Equity Plan, which shall remain the responsibility of Xxxx Foods) to any WhiteWave Employee who is a party to any such agreement, including, without limitation, the Specified Officers.
Change in Control Agreements. Xxxxxxxxxx has executed a Change in Control Agreement with the Company and if such a Change in Control Agreement is in effect when a change in control would occur then Xxxxxxxxxx shall be entitled to receive payment either under the Change in Control Agreement or under this Employment Agreement whichever would result in the highest payment to Xxxxxxxxxx. Xxxxxxxxxx shall only be entitled to receive payment under one of the Agreements.
Change in Control Agreements. Schedule 3.10(c) lists each Plan (each, a “Change in Control Agreement”) that would reasonably be expected to result in the payment to any present or former employee, director or consultant of the Company or any Subsidiary of any money or other property or accelerate or provide any other rights or benefits to any current or former employee, director or consultant of the Company or any Subsidiary as a result of the consummation of the Merger or any other transaction contemplated by this Agreement (whether alone or in connection with any other event). Except as set forth on Schedule 3.10(c), there is no contract, plan or arrangement (written or otherwise) covering any current or former employee of the Company or any Subsidiary that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code.
Change in Control Agreements. Effective Immediately after the Distribution Date, SpinCo shall enter into a change in control agreement with each of the Transferred Individuals listed in Appendix E, which, if the individual is currently covered by a change in control agreement, is substantially identical in all Material Features to the form of Acuity change in control agreement covering such Transferred Individual as of the Distribution Date. SpinCo shall be solely responsibly for all Liabilities related to the SpinCo change in control agreements with the Transferred Individuals.
Change in Control Agreements. Section 4.11(c) of the F Co Disclosure Schedule lists each F Co plan (each agreement thereon being referred to as a "F Co Change in Control Agreement") that would reasonably be expected to result in the payment to any present or former employee, director or consultant of F Co or any F Co Subsidiary of any money or other property or accelerate or provide any other rights or benefits to any current or former employee, director or consultant of F Co or any F Co Subsidiary as a result of the consummation of the Merger, the Share Issuance, the Articles Amendment or any other transaction contemplated by this Agreement (whether alone or in connection with any other event). No payment or benefit which will or may be made by F Co or any F Co Subsidiaries with respect to any other "disqualified individual" will be characterized as a "parachute payment," within the meaning of Code Section 280G(B)(2). In the event that the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent events) results or could result in any payment or benefit which will be characterized as a "parachute payment," Section 4.11(c) of the F Co Disclosure Schedule shall list all persons who F Co reasonably believes are, with respect to F Co or any of the F Co Subsidiaries, "disqualified individuals" as determined as of the date hereof.
Change in Control Agreements. Effective Immediately after the Distribution Date, Certegy shall enter into change in control agreements with the Transferred Individuals listed in Appendix D which are substantially identical in all Material Features to the corresponding Equifax change in control agreements. Certegy shall be solely responsibly for all Liabilities related to the Certegy change in control agreements with the Transferred Individuals.
