Change in Control Treatment. In the event the successor corporation in a Change in Control refuses to assume or substitute for the RSUs in accordance with Section 14.2 of the Plan, the RSUs will automatically vest in full as of immediately prior to the consummation of such Change in Control.
Change in Control Treatment. Subject to the Participant’s continued Service through the Change in Control, 100% of the Award will vest upon a Change in Control. * * * RESTRICTED STOCK UNIT AGREEMENT CHEWY, INC. 2022 OMNIBUS INCENTIVE PLAN This Restricted Stock Unit Agreement, effective as of the Date of Grant (as defined below), is between Chewy, Inc., a Delaware corporation (“Chewy”), and the Participant (as defined below).
Change in Control Treatment. 3.1 Notwithstanding Section 2 or anything to the contrary in the Plan, if a Change in Control occurs and at least one of the two additional circumstances described below occurs, then each unvested PSU will become immediately vested and earned, in whole or in part:
Change in Control Treatment. For the avoidance of doubt and notwithstanding Section 11 of the Plan, (a) Sections 11.1(d), (e) and (f) of the Plan will not apply to the Award, and (b) Sections 11.1(a), (b) and (c) of the Plan will apply to the Award in the same manner as provided for Plan-based equity awards in the event of either (x) an Acquisition that is not a Change in Control or (y) an Other Combination. With respect to clause (b) of the preceding sentence, the Committee, following good faith consultation with the Management Partner, shall have full discretionary power and authority to adjust or modify the Award, including without limitation with respect to the Performance Goals, provided that any such adjustment or modification shall be intended to preserve the material economic benefit of the Award and be consistent with the expected effect of the Acquisition that is not a Change in Control or Other Combination.
Change in Control Treatment. For the avoidance of doubt and notwithstanding Section 11 of the Plan, (a) Sections 11.1(d), (e) and (f) of the Plan will not apply to the Award, and (b) Sections 11.1(a), (b) and (c) of the Plan will apply to the Award in the same manner as provided for Plan-based equity awards in the event of either (x) an Acquisition that is not a Change in Control or (y) an Other Combination. With respect to clause (b) of the preceding sentence, the Committee, following good faith consultation with the Management Partner, shall have full discretionary power and authority to adjust or modify the Award, provided that any such adjustment or modification shall be intended to preserve the material economic benefit of the Award and be consistent with the expected effect of the Acquisition that is not a Change in Control or Other Combination. In the event of a Change in Control and provided that the Management Partner remains in Continued CEO Service through the date of the Change in Control, the Award will be treated as follows.
Change in Control Treatment. In the event of a Change in Control prior to the end of any Performance Period (as defined in Exhibit A), each Performance Period then in effect shall be shortened to end at such date within ten (10) days prior to the closing of the Change in Control as determined by the Plan Administrator, the Achievement Factor for each such Performance Period shall be calculated on a date occurring prior to the closing of the Change in Control, as determined by the Plan Administrator, in its sole discretion, and such Performance Share Units will vest on the Vesting Date following the originally scheduled Performance Period related to such Performance Share Units, with the number of Ordinary Shares to be issued upon such vesting determined using the Achievement Factor calculated in accordance with this Section 2.4, subject, in each case, to you not experiencing a Termination of Services prior to the applicable Vesting Date. For the avoidance of doubt, the Performance Share Units shall be subject to any accelerated vesting applicable to such Performance Share Units under any change in control plan you participate in or any change in control agreement you are party to, in each case, in accordance with the terms thereof and using the Achievement Factor determined in accordance with this Section 2.4. 2.5
Change in Control Treatment. In the event the successor corporation in a Change in Control refuses to assume or substitute for the RSUs in accordance with Section 12.2(d) of the Plan, the RSUs will vest as of immediately prior to such Change in Control. In the event the successor corporation in a Change in Control assumes or substitutes for the RSUs in accordance with Section 12.2(d) of the Plan, then if the Participant experiences a Termination of Service by the Company without Cause or a Constructive Termination, in each case, within the twelve (12) month period commencing upon a Change in Control, the RSUs shall vest with respect to one hundred percent (100%) of the shares of Common Stock subject to the RSUs as of immediately prior to such Termination of Service or Constructive Termination.
Change in Control Treatment. Upon a Change in Control, subject to the Participant’s continued Service through the Change in Control, the Service Condition will be deemed satisfied with respect to 100% of the Performance Award and satisfaction of the Share Price Condition will be determined based on the price paid as consideration for each Share (with the value of any non-cash consideration as determined by the Committee). Following a Change in Control, unless otherwise determined by the Committee, any unvested portion of the Performance Award shall be forfeited. * * * RESTRICTED STOCK UNIT AGREEMENT CHEWY, INC. 2019 OMNIBUS INCENTIVE PLAN This Restricted Stock Unit Agreement, effective as of the Date of Grant (as defined below), is between Chewy, Inc., a Delaware corporation (“Chewy”), and the Participant (as defined below).
