Change in Control Corporate Transaction. (a) Effect of Change in Control on Restricted Stock Units. In the event of a Change in Control, the Surviving Corporation or the Parent Corporation, if applicable, may assume, continue or substitute for the Restricted Stock Units credited to the Account on substantially the same terms and conditions (which may include settlement in the same consideration paid to the stockholders of the Company pursuant to the Change in Control). In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, does not assume, continue or substitute for the Restricted Stock Units credited to the Account on substantially the same terms and conditions (which may include settlement in the same consideration paid to the stockholders of the Company pursuant to the Change in Control), all such Restricted Stock Units shall become fully vested immediately prior to the Change in Control if the Participant is then an Employee, a Consultant or a Director. In the event of a Change in Control, to the extent the Surviving Corporation or the Parent Corporation, if applicable, assumes, continues or substitutes for the Restricted Stock Units credited to the Account on substantially the same terms and conditions (which may include settlement in the same consideration paid to the stockholders of the Company pursuant to the Change in Control), if within 24 months following the date of the Change in Control the Participant ceases to be in the continuous service of the Company or an Affiliate as either of an Employee or a Consultant by reason of (i) an involuntary termination without Cause, or (ii) a voluntary termination in connection with a Relocation Requirement, all such Restricted Stock Units shall become fully vested.
Change in Control Corporate Transaction. Notwithstanding the foregoing, if a Change in Control or Corporate Transaction occurs prior to the Employment Contract Termination Date, then the terms outlined in Article 4 shall apply.
Change in Control Corporate Transaction. In the event of a Change in Control (as that term is defined in the Plan), any portion of the Option which is not otherwise fully vested and exercisable with respect to all of the Shares at that time subject to the Option shall automatically accelerate so that the Option shall, immediately upon the effective time of the Change in Control, become exercisable for all the Shares at the time subject to the Option and may be exercised for any or all of those Shares as fully vested shares of Common Stock of the Company. In the event of a Corporate Transaction (as that term is defined in the Plan), any portion of the Option which is not otherwise fully vested and exercisable with respect to all of the Shares at that time subject to the Option shall automatically accelerate so that the Option shall, immediately prior to the effective time of the Corporate Transaction, become exercisable for all the Shares at the time subject to the Option and may be exercised for any or all of those Shares as fully vested shares of Common Stock of the Company. In addition, upon the dissolution or liquidation of the Company or upon any reorganization, merger or consolidation as a result of which the Company is not the surviving corporation (or survives as a wholly owned subsidiary of another corporation), or upon a sale of substantially all the assets of the Company, the Committee may take such action as it in its discretion deems appropriate to (i) cash out the Option at or immediately prior to the date of such event (based on the fair market value of the Common Stock at the time, after giving effect to Section 3 if applicable) and/or (ii) provide that the Option shall be exercisable for a period of at least 10 business days from the date of receipt of a notice from the Company of such proposed event, following the expiration of which period any unexercised portion of the Option shall terminate. Notwithstanding the foregoing, no period of exercisability of the Option shall be provided pursuant to clause (ii) of the preceding sentence that would cause the Option to be treated as providing for a deferral of compensation under Treas. Reg. 1.409A-1(b)(5)(i).
Change in Control Corporate Transaction. In the event of a Change in Control (as that term is defined in the Plan), any portion of the Option which is not otherwise fully vested and exercisable with respect to all of the Shares at that time subject to the Option shall automatically accelerate so that the Option shall, immediately upon the effective time of the Change in Control, become exercisable for all the Shares at the time subject to the Option and may be exercised for any or all of those Shares as fully vested shares of Common Stock of the Company. In the event of a Corporate Transaction (as that term is defined in the Plan), any portion of the Option which is not otherwise fully vested and exercisable with respect to all of the Shares at that time subject to the Option shall automatically accelerate so that the Option shall, immediately prior to the effective time of the Corporate Transaction, become exercisable for all the Shares at the time subject to the Option and may be exercised for any or all of those Shares as fully vested shares of Common Stock of the Company.
Change in Control Corporate Transaction. Provisions regarding a Change in Control and a Corporate Transaction are set forth in Appendix A.
Change in Control Corporate Transaction. In the event of a Control Transaction, the number of PRSUs and dividend equivalents that may vest will be determined in accordance with the Vesting and Issuance Criteria. In the event of a Control Transaction, the Surviving Corporation or the Parent Corporation, if applicable, may assume, continue or substitute the Award on substantially the same terms and conditions as applicable prior to the Control Transaction (which may include provisions for future settlement of the Award for the same consideration paid to the stockholders of the Company pursuant to the Control Transaction, as applicable); provided, however, that the Award will be converted into a time-based vesting award pursuant to Section G.1 of the Vesting and Issuance Criteria and the performance goals will no longer apply. In the event of a Control Transaction, to the extent the Surviving Corporation or the Parent Corporation, if applicable, does not assume, continue or substitute the Award on substantially the same terms and conditions as applicable prior to the Control Transaction (which may include provisions for future settlement of the Award for the same consideration paid to the stockholders of the Company pursuant to the Control Transaction), the Award will immediately vest to the extent specified in the Vesting and Issuance Criteria. For purposes of this Agreement, if the Company is the Surviving Corporation or the Parent Corporation, if applicable, it shall be deemed to have assumed the Award in the Control Transaction unless it takes explicit action to the contrary.
Change in Control Corporate Transaction. Notwithstanding the provisions of the Plan rules, and notably Section 4.2 and Article XIII, should, after the Award’s Grant Date, occur a reorganization of the Company’s share capital or a Change in the Control of the Company’s share capital, the Board or the Committee, shall take at its entire discretion, as soon as practicable after the occurrence of such event, the necessary measures in order to determine the impact on the legal, tax and social security treatment in France of the Awards granted hereunder. The Board or the Committee shall, whenever possible, consider preserving the tax neutrality of the capital transaction consisting of exchange of shares with respect to the Awards herein, in accordance with the provisions of article L225-197-1 § III of the French Commercial code. At its discretion and notwithstanding any detrimental social security and/or tax consequences for the Participants in France, the Board or the Committee reserves the right to a different treatment in accordance with the Plan and/or with any subsequent modification to the French Tax Code and Regulations, the French Labor Code or the French Commercial Code, as modified, governing Qualifying French Free Share Awards. For the avoidance of doubt, the provisions of the Plan, of this Agreement and the Vesting and Holding Periods as the case may be, shall continue to apply to the shares or rights received in exchange. The Board or the Committee shall inform the Participants in France accordingly.
Change in Control Corporate Transaction. In the event of a Change in Control, any portion of your RSUs that have not otherwise vested shall automatically accelerate to the extent permitted by Section 409A of the Internal Revenue Code and Treasury Regulations thereunder (“Section 409A”) so that all such RSUs shall, immediately upon the effective time of the Change in Control, become vested. In the event of a Corporate Transaction, any portion of your RSUs that have not otherwise vested shall automatically accelerate to the extent permitted by Section 409A so that all such RSUs shall, immediately prior to the effective time of the Corporate Transaction, become vested. Your RSUs that vest under this Section 4 will be settled on or within 30 days after the vesting date. In addition, upon the dissolution or liquidation of the Company or upon any reorganization, merger or consolidation as a result of which the Company is not the surviving corporation (or survives as a wholly owned subsidiary of another corporation), or upon a sale of substantially all the assets of the Company, the Committee may take such action as it in its discretion deems appropriate, to the extent permitted by Section 409A, to cash out your RSUs at or immediately prior to the date of such event (based on the fair market value of the Common Stock at the time).
Change in Control Corporate Transaction. (a) If a Change in Control (as defined in the 2010 Plan) occurs and Optionee’s employment with the Company has not terminated prior to the effective time of the Change in Control, then, as of the effective time of such Change in Control, the vesting and exercisability of all of the Option Shares shall be accelerated in full.
(b) If any payment or benefit Optionee would receive pursuant to a Change in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Optionee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Optionee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments; cancellation of accelerated vesting under this Option Agreement; cancellation of accelerated vesting of “Stock Awards” under the 2010 Plan; reduction of employee benefits. In the event that acceleration of vesting of Stock Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of such Stock Awards (i.e., earliest granted Stock Award cancelled last) unless cancellation of accelerated vesting of Stock Awards elects in writing a different order for cancellation.
(c) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Compan...
Change in Control Corporate Transaction. In the event of a Change in Control, the portion of your PSUs described in this Section 4 that have not otherwise vested shall automatically accelerate so that all such PSUs shall, immediately upon the effective time of the Change in Control, become vested. In the event of a Corporate Transaction, the portion of your PSUs described in this Section 4 that have not otherwise vested shall automatically accelerate so that all such PSUs shall, immediately prior to the effective time of the Corporate Transaction, become vested. If the Change in Control or Corporate Transaction occurs before the number of PSUs earned under Section 2 has been determined, the number of PSUs that will accelerate under this Section 4 is your target number of PSUs. If the Change in Control or Corporate Transaction occurs after the number of PSUs earned under Section 2 has been determined, the number of PSUs that will accelerate under this Section 4 is the number of PSUs earned under Section 2. Your PSUs that vest under this Section 4 will be settled on or within 30 days after the vesting date under this Section 4.
