Change in Control, Death or Permanent Disability Treatment. (a) Unless as otherwise provided in Section 2.5(c), in the event of a Change in Control, the Performance Shares shall be assumed or substituted (each such assumed or substituted Performance Share, an “Alternative Award”) by the New Employer, with the amount of such Alternative Award to be equal to the Target Number of Performance Shares specified in the Grant Notice, and the applicable Performance Goals (as set forth on the Grant Notice and in Section 2.2(a) above) shall lapse on the Change in Control. The Alternative Award shall vest on the applicable Measurement Date, subject to Participant’s continued employment through each such vesting date, and payment in respect of the Alternative Award shall be made no later than sixty (60) days following such vesting date.
Change in Control, Death or Permanent Disability Treatment a. In the event (i) Participant incurs a Termination of Service (as defined in the Company’s 2015 Incentive Award Plan, as amended from time to time (the “Equity Plan”)) by reason of the Company’s termination of Participant’s employment other than for Cause (as defined in the Company’s 2017 Executive Severance Plan, as amended from time to time (the “Severance Plan”)) or by reason of Participant’s resignation for Good Reason (as defined in the Severance Plan), and (ii) such Termination of Service is effective on or after the execution of a definitive agreement that contemplates a transaction that, if consummated, would constitute a Change in Control (as defined in the Equity Plan) (the “Transaction Agreement”), but before the effective date of such Change in Control, then any then-unvested portion of the Cash Award shall remain outstanding and shall automatically vest in full upon the effective date of such Change in Control; provided, that if such Transaction Agreement is terminated in accordance with its terms or a Change in Control does not otherwise occur as a result of the transaction contemplated by the Transaction Agreement, as determined by the Compensation Committee in its sole discretion, then such unvested portion of the Cash Award will thereupon be automatically forfeited, terminated and cancelled as of the date of 1009799477v4 termination of the Transaction Agreement or other determination date, without payment of any consideration therefor, and Participant, or Participant’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder in respect of the Cash Award.
Change in Control, Death or Permanent Disability Treatment. (a) Unless as otherwise provided in Section 2.4(c), in the event of a Change in Control, the Performance Cash shall be assumed or substituted (such assumed or substituted Performance Cash, an “Alternative Award”) by the New Employer, with the amount of such Alternative Award to be equal to the Target Amount of Performance Cash specified in the Grant Notice, and the applicable Performance Goals (as set forth on the Grant Notice and in Section 2.2(a) above) shall lapse on the Change in Control. The Alternative Award shall vest on the applicable Measurement Date, subject to Participant’s continued employment through each such vesting date, and payment in respect of the Performance Cash shall be made no later than sixty (60) days following such vesting date.
