Change in Control; Death or Disability. (i) In the event of either (A) a Change in Control (as defined below) that results in none of the common stock of the Company or any direct or indirect parent entity being publicly traded or (B) a termination of Awardee’s employment by the Company or an affiliate of the Company without Cause, or by Awardee for Good Reason, within 12 months after any Change in Control, then all Units that have not previously become vested or been forfeited shall become immediately vested and nonforfeitable upon the occurrence of such event.
(ii) In the event of a termination of Awardee’s employment as a result of Awardee’s death or permanent disability (as defined under the Company’s long-term disability policies), then all Units that have not previously become vested or been forfeited shall become immediately vested and nonforfeitable on the date of such termination.
(iii) For purposes of this Agreement, “Change in Control” means (A) any person or business entity becomes a “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by then outstanding voting securities of the Company or (B) the consummation of a merger of the Company, the sale or disposition by the Company of all or substantially all of its assets within a 12-month period, or any other business combination of the Company with any other corporation or business entity, but not including any merger or business combination of the Company which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or business combination.
Change in Control; Death or Disability. (i) In the event of either (A) a Change in Control (as defined below) that results in none of the common stock of the Company or any direct or indirect parent entity being publicly traded or (B) a termination of Awardee’s employment by the Company or an affiliate of the Company without Cause, or by Awardee for Good Reason, within 12 months after any Change in Control, then all Units, that have not previously become vested or been forfeited shall be deemed earned at the target level with respect to each remaining open Performance Period and nonforfeitable upon the occurrence of such event.
(ii) In the event of a termination of Awardee’s employment as a result of Awardee’s death, then all Units that could have been earned for the Performance Period in which such termination occurs that have not previously become vested or forfeited shall be deemed earned at the target level and nonforfeitable upon the occurrence of such termination. Any such earned Units shall be settled in Shares, on a one-for-one basis, as soon as practicable (but not more than 30 days) following the date of such termination. All Units that could have been earned for any remaining Performance Period shall be canceled and forfeited as of the date of such termination.
(iii) In the event of a termination of Awardee’s employment as a result of Awardee’s permanent disability (as defined under the Company’s long-term disability policies), then all Units for the Performance Period in which such termination occurs that have not previously become vested or forfeited shall remain outstanding and be earned based on actual performance in accordance with Section 2 as if the Awardee had remained employed through the applicable Vesting Date. All Units that could have been earned for any remaining Performance Period shall be canceled and forfeited as of the date of such termination.
(iv) For purposes of this Agreement, “Change in Control” means (A) any person or business entity becomes a “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by then outstanding voting securities of the Company or (B) the consummation of a merger of the Company, the sale or disposition by the Company of all or substantially all of its assets within a 12-month period, or any other business combination of the Company with any other corporation or business entity, but not including any merger or bus...
Change in Control; Death or Disability. Notwithstanding the provisions in Section 2(b)(i), the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (x) the occurrence of a Change-in-Control, as defined below (with such Forfeiture Restrictions lapsing immediately prior to the consummation of the Change-in-Control, provided that the consummation subsequently occurs), or (y) the date Employee’s employment with the Company is terminated by reason of death or Disability (as defined below).
Change in Control; Death or Disability. In the event of your Termination without Cause or Constructive Termination during the Employment Term, or your termination of employment by reason of a notice of nonrenewal given by the Company pursuant to Section 2, not in connection with a Change in Control (as defined in Section 9(c) below), or solely with respect to Section 9(b)(iv) and Section 9(b)(v) in the case of death or Disability, provided that (except with respect to the Accrued Compensation) you deliver to the Company a signed settlement agreement and general release of claims in favor of the Company in the form attached hereto as Exhibit A (the “Release”) and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, you shall be entitled to the following:
Change in Control; Death or Disability. In the event of (i) the termination of the Participant’s employment or service to the Company and its Subsidiaries by the Company other than for Cause (and other than due to death or Disability), or by the Participant for Good Reason, in each case within twelve (12) months following a Change in Control, or (ii) the termination of the Participant’s employment or service due to death or Disability, outstanding RSUs hereby granted to the Participant shall become fully vested as of the date of such termination of employment or service.
Change in Control; Death or Disability. If a Change in Control occurs during your Continuous Service or if your service terminates as a result of your death or Disability, then, as of the date of such date, the vesting and exercisability of your option shall be accelerated in full.
Change in Control; Death or Disability. Notwithstanding Section 2(a) above, the Restricted Shares shall become immediately vested (as if the performance goal set forth in Exhibit A has been achieved) and paid in full within thirty (30) days following (i) a Change in Control, (ii) the Employee’s Termination of Service due to the Employee’s Permanent Disability (as defined in the Employment Agreement) or (iii) the Employee’s death. Notwithstanding the foregoing, payment shall only be made in accordance with (A) clause (i) of the preceding sentence if the transaction constituting a Change in Control under this Agreement is also a “change in control event” within the meaning of such term under Treas. Reg. section 1.409A-3(i)(5) and (B) clause (ii) of the preceding sentence if the Employee’s Permanent Disability would cause the Employee to be considered “disabled” within the meaning of such term under Treas. Reg. section 1.409A-3(i)(4).
Change in Control; Death or Disability. If, prior to a Change in Control, your Service terminates during the Performance Period as a result of your death or Disability, your Performance Stock Units will vest as to the Target Number of Performance Stock Units set forth on the cover sheet on the effective date of your termination of Service. If your Service terminates following the end of the Performance Period but prior to the Vesting Date as a result of your death or Disability, your Performance Stock Units will vest to the extent and in the vesting percentage that the Performance Goals have been satisfied as if your Service had not terminated, effective as of the Vesting Date. Certain Terminations without
Change in Control; Death or Disability. The Options shall become fully (100%) and immediately vested upon a termination of employment or service: (A) by the Company or its Subsidiaries other than for Cause (and other than due to death or Disability) within twelve (12) months following a Change in Control; (B) by the Optionee for Good Reason within twelve (12) months following a Change in Control; (C) as a result of the Optionee’s death; or (D) due to the Optionee’s Disability;
Change in Control; Death or Disability. Notwithstanding Section 2(a) above, the Restricted Shares shall become immediately vested (as if the performance goal set forth in Exhibit A has been achieved) and payable in full upon (i) a Change in Control, or (ii) the Employee’s Termination of Service due to death or Permanent Disability (as defined in the Employment Agreement).
