Change in Control Vesting Acceleration Sample Clauses

Change in Control Vesting Acceleration. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control in which the acquiring or succeeding corporation (or an affiliate thereof) does not assume or substitute for any of Executive’s Awards (or portions thereof) granted under the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), (a) Executive will fully vest in and have the right to exercise such outstanding Awards (or portions thereof) not assumed or substituted for, including shares as to which such Award would not otherwise be vested or exercisable, and (b) the Company will notify Executive in writing or electronically that any such Award that is an option (or its applicable portion) will be exercisable for a period of time determined by the administrator of the 2014 Plan in its sole discretion, and the option Award (or its applicable portion) will terminate upon the expiration of such period.
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Change in Control Vesting Acceleration. In the event of a Change in Control that occurs while Executive remains an employee of the Company, 100% of any Equity Awards held by Executive as of the Closing will vest and become fully exercisable (to the extent applicable) as of the Closing. With respect to Equity Awards granted on or after the Effective Date, but granted prior to the Closing, the same vesting acceleration provisions provided in the prior sentence will apply to such Equity Awards, except to the extent provided in the applicable equity award agreement by explicit reference to this Agreement.
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Change in Control Vesting Acceleration. Subject to Executive’s Continuous Service (as defined in the Company’s 2005 Equity Incentive Plan) with the Company through the time that is immediately prior to a Change of Control, the Company will accelerate the vesting, effective as of immediately prior to the Change of Control, of a portion or all of the shares subject to that restricted stock unit award that is expected to be granted to Executive on or about May 6, 2009 covering 50,000 shares of the Company’s common stock (the “RSU”), with the amount of accelerated vesting determined as follows. If the Change of Control occurs prior to or on the three (3) month anniversary of the Effective Date, the Company will accelerate the vesting of that number of shares subject to the RSU equal to the product of (x) 1/4 and (y) the total number of shares subject to the RSU. If the Change of Control occurs after the three (3) month anniversary of the Effective Date but prior to the one (1) year anniversary of the Effective Date, the Company will accelerate the vesting of that number of shares subject to the RSU equal to the product of (x) the number of full months of service completed by Executive since the Effective Date (rounded up for any partial month completed but in no event shall such number exceed 12 months) and (y) 1/12 and (z) the total number of shares subject to the RSU. If the Change of Control occurs on or after the one (1) year anniversary of the Effective Date, the Company will accelerate the vesting of 100% of the then-unvested shares subject to the RSU. This Section 1(d) shall govern the acceleration of vesting of the RSU. Executive understands and agrees that she will not be entitled to additional acceleration of vesting of the RSU under either Section 1(b)(v) above or the Company’s 2005 Equity Incentive Plan or any successor plan.
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Change in Control Vesting Acceleration. In addition to receiving the salary continuation payments referenced in subparagraph 9.1, if any, in the event of a Change in Control, if Executive is not offered employment on the terms described for the Substitute Employment Agreement, then Executive will become fully-vested in seventy-five percent (75%) of the shares subject to the Option.
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Change in Control Vesting Acceleration. In the event of a Change in Control, one hundred percent (100%) of any Equity Awards that are outstanding and unvested as of immediately prior to the Change in Control will accelerate vesting.]
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Change in Control Vesting Acceleration. Vesting of the Restricted Stock Units will be subject to any vesting acceleration provisions under respective Participant’s employment agreement entered into with the Company in conjunction with commencement of employment (or otherwise, the “Employment Agreement”), or any other applicable written agreement between Participant and the Company, as applicable, providing for the acceleration of rights under existing equity awards in conjunction with a change of control of the Company.
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Change in Control Vesting Acceleration. In addition to receiving the salary continuation payments referenced in Section 9.1(i) or the lump sum payment referenced in Section 9.1(ii), if any, in the event of a Change in Control; then the vesting schedule of the Option described in Section 2.6(a)(i) shall be accelerated such that 80% of the unvested portion of such Option shall be fully vested.
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Related to Change in Control Vesting Acceleration

  • Vesting Acceleration Effective on such termination, the Executive shall receive accelerated vesting equivalent to six (6) months of service beyond the date of Executive’s termination with respect to the shares subject to any grant of restricted stock or stock options (each, an “Equity Grant”) granted to the Executive, regardless of whether granted prior to, coincident with, or after, the Effective Date; provided, however, that in the event such termination occurs within one (1) year following a Change of Control, then one hundred percent (100%) of the remaining shares subject to each such Equity Grant shall become vested in full and the period during which the Executive is permitted to exercise (if applicable) any such Equity Grant shall be extended until the earlier of (i) ten (10) years from the date of grant, or (ii) the expiration date of such Equity Grant (as of the date of grant).

  • Accelerated Vesting (a) Immediately prior to the effective date of the Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option shall become exercisable for all of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated basis if and to the extent: (i) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control (the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the Grant Notice. (b) Immediately following the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. (c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

  • Acceleration Upon Change in Control This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.

  • Change in Control Termination (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, and his execution of a Release which becomes effective within thirty (30) days following the Termination Date, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs), which shall be paid within thirty (30) days following the Termination Date: provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; and, (ii) a lump sum payment equal to the Executive’s Target Bonus for the fiscal year in which the Termination Date (as determined in accordance with Section 5.6) occurs (or if greater, the year in which the Change in Control occurs), which shall be paid within thirty (30) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. (b) Notwithstanding the terms of any equity incentive plan or award agreements, as applicable: (i) all outstanding unvested stock options or stock appreciation rights granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term; (ii) all outstanding equity-based compensation awards other than stock options or stock appreciation rights that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the Code shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A shall remain in effect; and, (iii) all outstanding equity-based compensation awards other than stock options and stock appreciation rights that are intended to constitute performance-based compensation under Section 162(m)(4)(C) of the Code shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied. (c) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following after the Effective Date:

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • Acceleration of Equity Awards All: (i) outstanding and unvested options to purchase Common Stock granted to Executive under any equity plan of the Company, (ii) unvested shares of restricted Common Stock awarded to the Executive under any equity plan of the Company, and (iii) other equity and equity equivalent awards then held by the Executive, shall be accelerated in full, and thereafter all such options, shares of restricted Common Stock and other equity awards shall be immediately vested and exercisable for such period of time as provided for by the specific agreements governing each such award, upon Executive’s termination pursuant to Sections 11(b), (c), (e) or (f) hereof.

  • Deferral Pending Change in Control The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

  • Termination Upon a Change in Control If Executive’s employment with the Employer is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Employer shall provide Executive the following benefits: (i) On the sixtieth (60th) day following the Termination Date, the Employer shall pay Executive a lump sum payment in an amount equal to the Severance Amount. (ii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

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