Change in Control During Restricted Period Clause Samples
The 'Change in Control During Restricted Period' clause defines the rights and obligations of the parties if there is a change in ownership or control of a company during a specified timeframe, often when certain restrictions or conditions are in effect. Typically, this clause outlines what constitutes a change in control, such as a merger, acquisition, or significant transfer of shares, and details the consequences, which may include accelerated vesting of equity, termination rights, or other protective measures for affected parties. Its core function is to provide certainty and protection for stakeholders by addressing how significant corporate changes are handled during sensitive periods, thereby mitigating risks associated with unexpected shifts in control.
Change in Control During Restricted Period. Upon the occurrence of a “change in control” that constitutes a Section 409A Change in Control Event, the Restricted Period shall automatically terminate and, if the Determination Date has not occurred, the Performance Condition shall automatically be waived, and the Shares shall thereafter be issued to the Participant in accordance with Section 13. In the event of any other “change in control” prior to the Determination Date the Performance Condition shall automatically be waived, but the Restricted Period shall not be immediately affected, and shall subsequently terminate (and the Shares shall thereafter be issued to the Participant in accordance with Section 13) upon the earliest to occur of: (a) a Section 409A Change in Control Event, (b) the Participant’s death, (c) the Participant’s “disability” (as defined in Section 7(c) hereof) or (d) the third anniversary of the Grant Date. For purposes of this Agreement, a “change in control” means:
(a) The acquisition by any person or group (including a group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than the Corporation or any of its subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a majority of the combined voting power of the Corporation’s then outstanding voting securities, other than by any employee benefit plan maintained by the Corporation;
(b) The sale of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole;
(c) The consummation of a merger, combination, consolidation, recapitalization or other reorganization of the Corporation with one or more other entities that are not subsidiaries if, as a result of the consummation of the merger, combination, consolidation, recapitalization or other reorganization, less than 50 percent of the outstanding voting securities of the surviving or resulting corporation shall immediately after the event be beneficially owned in the aggregate by the stockholders of the Corporation immediately prior to the event; or
(d) The election, including the filling of vacancies, during any period of 24 months or less, of 50% or more of the members of the Board of Directors, without the approval of Continuing Directors, as constituted at the beginning of such period. "Continuing Directors" shall mean any director of the Corporation who either (i) is a member of the Board of Directors on the Grant Date, or (ii) is nominated for election to the Board...
Change in Control During Restricted Period. Upon the occurrence of a “change in control” that constitutes a Section 409A Change in Control Event, the Restricted Period shall automatically terminate and, if the Determination Date has not occurred, the Performance Condition shall automatically be waived, and the Shares shall thereafter be issued to the Participant in accordance with Section 13. In the event of any other “change in control” prior to the Determination Date the Performance Condition shall automatically be waived, but the Restricted Period shall not be immediately affected, and shall subsequently terminate (and the Shares shall thereafter be issued to the Participant in
Change in Control During Restricted Period. Upon the occurrence of a Change in Control (as defined in the Plan) that constitutes a Section 409A Change in Control Event, the Restricted Period shall automatically terminate and the Shares shall thereafter be issued to the Participant in accordance with Section 13. In the event of any other Change in Control, the Restricted Period shall not be immediately affected, but shall subsequently terminate (and the Shares shall thereafter be issued to the Participant in accordance with Section 13) upon the earliest to occur of: (a) a Section 409A Change in Control Event, (b) the Participant’s death, (c) the six-month anniversary of the termination of the Participant’s employment with the Corporation and its subsidiaries due to “disability” (as defined in Section 7(c) hereof) or (d) the third anniversary of the Grant Date.
Change in Control During Restricted Period. Upon the occurrence of a Change in Control,
(a) In the event the entity surviving the Change in Control (the “Successor”) assumes the Award granted hereby, (i) any in process Performance Periods shall end upon the date immediately preceding the Change in Control, (ii) the number of Performance Units that shall be eligible to vest shall be (A) the Target Award, if less than one-half of the Performance Period has elapsed prior to the effective date of the Change in Control, or (B) the actual number of Performance Units that would have vested if the date of the Change in Control were the end of the Performance Period and the actual performance as of that date had been the actual performance for the entire Performance Period, if one-half or more of the Performance Period has elapsed prior to the effective date of the Change in Control, (iii) the Restricted Period will end on the third anniversary of the Grant Date, and (iv) notwithstanding Section 7 below, in the event the Participant’s employment with the Successor is terminated without Cause by the Successor, or for Good Reason by the Participant, prior to the expiration of the Restricted Period, the number of Performance Units otherwise eligible to vest pursuant to this paragraph shall immediately vest and be settled in accordance with Section 4 upon the Participant’s termination of employment.
(b) In the event the Successor does not assume the Award granted hereby, the Restricted Period shall end with respect to a number of Performance Units equal to (A) the Target Award, if less than one-half of the Performance Period has elapsed prior to the effective date of the Change in Control, or (B) the actual number of Performance Units that would have vested if the date of the Change in Control were the end of the Performance Period and the actual performance as of that date had been the actual performance for the entire Performance Period, if one-half or more of the Performance Period has elapsed prior to the effective date of the Change in Control, and the appropriate number of Performance Units shall become vested and settled in accordance with Section 4. For purposes of evaluating performance for any shortened Performance Period, appropriate adjustments to the performance targets, performance periods and the determination of actual performance shall be made by the Committee to carry out the intent of this paragraph 6.
Change in Control During Restricted Period. Upon the occurrence of a “change in control” that constitutes a Section 409A Change in Control Event, the Restricted Period shall automatically terminate and the Shares shall thereafter be issued to the Participant in accordance with Section 13. In the event of any other “change in control,” the Restricted Period shall not be immediately affected, but shall subsequently terminate (and the Shares shall thereafter be issued to the Participant in accordance with Section 13) upon the earliest to occur of: (a) a Section 409A Change in Control Event, (b) the Participant’s death, (c) the six-month anniversary of the termination of the Participant’s employment with the Corporation and its subsidiaries due to “disability” (as defined in Section 7(c) hereof) or (d) the third anniversary of the Grant Date. For purposes of this Agreement, a “change in control” means:
(a) The acquisition by any person or group (including a group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than the Corporation or any of its subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a majority of the combined voting power of the Corporation’s then outstanding voting securities, other than by any employee benefit plan maintained by the Corporation;
(b) The sale of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole; or
(c) The election, including the filling of vacancies, during any period of 24 months or less, of 50% or more of the members of the Board of Directors, without the approval of Continuing Directors, as constituted at the beginning of such period. “Continuing Directors” shall mean any director of the Corporation who either (i) is a member of the Board of Directors on the Grant Date, or (ii) is nominated for election to the Board of Directors by a majority of the Board which is comprised of directors who were, at the time of such nomination, Continuing Directors.
Change in Control During Restricted Period. The Restricted Period shall automatically terminate upon a Change in Control (defined below), and the Restricted Stock Units granted hereunder shall vest in full upon such Change in Control and Shares in respect thereof shall be issued to the Participant in accordance with Section 14. For purposes of this Agreement, a “Change in Control” means the occurrence of any of the following events:
Change in Control During Restricted Period. Unless otherwise determined by the Committee, upon the occurrence of a Change in Control in which the Successor assumes the Award granted hereby, the Restricted Period shall not terminate and the Restricted Period and the Restricted Units shall continue to be governed hereby and settled in accordance with Section 13; provided, however, in the event the Participant’s employment with the Successor is terminated without Cause by the Successor, or for Good Reason by the Participant, following the Change in Control and prior to the expiration of the Restricted Period, the unvested Restricted Units shall immediately vest (and the Restricted Period with respect thereto shall immediately terminate) and be settled in accordance with Section 13 (subject to Section 26) upon the Participant’s termination of employment. In the event of a Section 409A Change in Control in which the Successor does not assume this Award, the Restricted Period shall automatically terminate and the Restricted Units shall thereafter be settled in accordance with Section 13. In the event of any other Change in Control in which the Successor does not assume this Award, the Restricted Period shall not be immediately affected, but shall subsequently terminate (and the Restricted Units shall thereafter be settled in accordance with Section 13) upon the earliest to occur of: (a) a Section 409A Change in Control Event, (b) the Participant’s death, (c) the six-month anniversary of the termination of the Participant’s employment with the Corporation and its subsidiaries due to “disability” (as defined in Section 7(c) hereof) or (d) its regularly scheduled termination date.
Change in Control During Restricted Period. Upon the occurrence of a Change in Control, (a)In the event the entity surviving the Change in Control (the “Successor”) assumes the Award granted hereby, (i) any in process Performance Periods shall end upon the date immediately preceding the Change in Control, (ii) the number of Performance Units that shall be eligible to vest shall be (A) the Target Award, if less than one-half of the Performance Period has elapsed prior to the effective date of the Change in Control, or (B) the actual number of Performance Units that would have vested if the date of the Change in Control were the end of the Performance Period and the actual performance as of that date had been the actual performance for the entire Performance Period, if one-half or more of the Performance Period has elapsed prior to the effective date of the Change in Control, (iii) the Restricted Period will end on the third anniversary of the Grant Date, and (iv) notwithstanding Section 7 below, in the event the Participant’s employment with the Successor is terminated without Cause by the Successor, or for Good Reason by the Participant, prior to the expiration of the Restricted Period, the number of Performance Units otherwise eligible to vest pursuant to this paragraph shall immediately vest and be settled in accordance with Section 4 upon the Participant’s termination of employment.
Change in Control During Restricted Period. Upon the occurrence of a Change in Control,
(a) In the event the entity surviving the Change in Control (the “Successor”) assumes the Award granted hereby, (i) the Performance Period shall end upon the date immediately preceding the Change in Control, (ii) the number of Performance Units that shall be eligible to vest shall be the Target Award, (iii) the Restricted Period will end on the third anniversary of the Grant Date, and (iv) notwithstanding Section 7 below, in the event the Participant’s employment with the Successor is terminated without Cause by the Successor, or for Good Reason by the Participant, prior to the expiration of the Restricted Period, the number of Performance Units otherwise eligible to vest pursuant to this paragraph shall immediately vest and be settled upon the Participant’s termination of employment in accordance with Section 4.
(b) In the event the Successor does not assume the Award granted hereby, the Restricted Period shall end with respect to a number of Performance Units equal to the Target Award as of immediately prior to the effective date of the Change in Control, and the appropriate number of Performance Units shall be settled in accordance with Section 4.