Change in Control during the Performance Period Sample Clauses

Change in Control during the Performance Period. (a) In the event of a consummation of a Change in Control during the Performance Period, your Target Award (and DDEs) will become vested (i) on the effective date of the Change in Control if the PSUs are not assumed, continued, or equivalent restricted securities are not substituted for your PSUs by the Corporation or its successor, or (ii) if the PSUs are assumed, continued or substituted by the Corporation or its successor, on the effective date of your involuntary termination other than for Cause (not including death or Total Disability) or your voluntary termination with Good Reason, in either case, within the 24-month period following the consummation of the Change in Control; provided that any such termination is also a “separation from service” under Section 409A of the Code.
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Change in Control during the Performance Period. (i) Your Units will remain outstanding during the remainder of the Performance Period and will be subject to forfeiture in the manner set forth in subsection (a) in the event of a Change in Control occurring during the Performance Period. In such event, any Units not forfeited pursuant to subsection (a) shall be deemed restricted stock under your Employment Agreement and shall fully vest as of the date of the Committee Determination.
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Change in Control during the Performance Period. (i) Your Units will remain outstanding during the remainder of the Performance Period and will be subject to forfeiture in the manner set forth in subsection (a) in the event of a Change in Control occurring during the Performance Period. In such event, any Units not forfeited pursuant to subsection (a) shall fully vest as of the first day following the completion of the Performance Period; provided, however, that except as otherwise provided in any change in control or other agreement with the Company, your Units shall not be so vested if and to the extent the Units are, in connection with the Change in Control, either to be assumed by the successor or survivor corporation (or parent thereof) or to be replaced with a comparable right with respect to shares of the capital stock of the successor or survivor corporation (or parent thereof), in each case appropriately adjusted. The determination of comparability of rights shall be made by the Committee in good faith. The Committee may adopt provisions to ensure that any such acceleration shall be conditioned upon the consummation of the contemplated Change in Control.
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Change in Control during the Performance Period. Notwithstanding Section 1(b), in the event of a Change in Control prior to the last day of the Performance Period and subject to the Participant’s continued employment through the date of the Change in Control, the Performance Goal shall be deemed earned in full “at target” level as of the date of the Change in Control.
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Change in Control during the Performance Period. Notwithstanding the provisions of Section 1 through Section 4 hereof or the terms of the Severance Agreement, if a Change in Control occurs during the Performance Period, and if you have been continuously employed from the grant date specified above until the date that a Change in Control occurs (the “Change in Control Date”), then upon the occurrence of a Change in Control you will be issued a number of shares of Common Stock equal to the number of Performance Units that would have become Earned Performance Units in accordance with the provisions of Section 2 assuming that:
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Change in Control during the Performance Period. Notwithstanding anything to the contrary in the Plan, in the event of a Change in Control during the Performance Period, subject to your continued Service with the Company or its Affiliate through the consummation of such Change in Control, (i) if an acquirer of the Company (or a parent entity of the acquirer) assumes the Award during the Performance Period and the Committee determines that no modification of any of the performance-based vesting metrics set forth in this Agreement is required, there shall be no acceleration or other change to the vesting terms or performance criteria applicable to the Award, (ii) if an acquirer of the Company (or a parent entity of the acquirer) assumes the Award during the Performance Period and the Committee determines that modification of the performance-based
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Change in Control during the Performance Period. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control of the Company during the Performance Period, the following provisions shall apply:
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Related to Change in Control during the Performance Period

  • Change in Control Vesting The shares of Common Stock underlying each Tranche of Performance Shares may also vest on an accelerated basis in accordance with the applicable provisions of Paragraph 4 of this Agreement should a Change in Control occur after the start but prior to the completion of the Performance Period applicable to that particular Tranche or the Certification Date. Issuance Date: The shares of Common Stock which actually vest and become issuable pursuant to each Tranche of Performance Shares shall be issued in accordance with the provisions of this Agreement applicable to the particular circumstances under which such vesting occurs.

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Vesting Upon a Change in Control Immediately upon a Change in Control, any equity awards subject to vesting that have been granted to the Officer under the Company’s equity incentive plans and that are not fully vested shall become fully vested and, in the case of stock options, shall become immediately exercisable, and the Officer shall be entitled, in the case of such stock options, to exercise such stock options until the earlier of the expiration of their original full term or one year from the Date of Termination (in each case, without regard to any earlier termination otherwise applicable in the event of termination of employment, and to the extent permitted by Section 409A of the Code).

  • Change in Control Period “Change in Control Period” means the period of time beginning three (3) months prior to and ending twelve (12) months following a Change in Control.

  • Termination Due to Change in Control If the Company terminates Executive's employment without Cause (and for reasons other than death or Disability) in conjunction with a Change in Control (as defined below), Executive shall be entitled to receive all accrued but unpaid salary and benefits through the date of termination plus the Change in Control Benefit (as defined below).

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