Change of Control or Termination of Grantee’s Service Relationship Sample Clauses
The 'Change of Control or Termination of Grantee’s Service Relationship' clause defines what happens to a grantee’s rights or benefits—such as stock options or equity awards—if the company undergoes a significant ownership change or if the grantee’s employment or service relationship ends. Typically, this clause outlines whether unvested awards accelerate, are forfeited, or are subject to other modifications in these events. Its core function is to provide clarity and predictability for both the company and the grantee regarding the treatment of equity or benefits during major corporate transitions or upon the end of service, thereby reducing uncertainty and potential disputes.
Change of Control or Termination of Grantee’s Service Relationship. (a) [If the Grantee is a party to a Service Agreement, the provisions of Sections 5(b), 5(c) and 5(d) below shall govern the vesting of the Grantee’s Award [2013] LTIP Units exclusively in the event of a Change of Control or termination of the Grantee’s service relationship with the Company or any Subsidiary or affiliate, unless the Service Agreement contains provisions that expressly refer to this Section 5 and provides that those provisions of the Service Agreement shall instead govern the vesting of the Grantee’s Award [2013] LTIP Units. The foregoing sentence will be deemed an amendment to any applicable Service Agreement to the extent required to apply its terms consistently with this Section 5, such that, by way of illustration, any provisions of the Service Agreement with respect to accelerated vesting or payout of the Grantee’s bonus or incentive compensation awards in the event of certain types of terminations of Grantee’s service relationship (such as, for example, termination at the end of the term, termination without Cause by the employer or termination for Good Reason by the employee) shall not be interpreted as requiring that any calculations set forth in Section 4 hereof be performed, or vesting occur with respect to this Award other than as specifically provided in this Section 5.]* In the event an entity ceases to be a Subsidiary or affiliate of the Company, such action shall be deemed to be a termination of employment of all employees of that entity for purposes of this Agreement, provided that the Committee, in its sole and absolute discretion, may make provision in such circumstances for accelerated vesting of some or all of the Grantee’s unvested Award [2013] LTIP Units that have not previously been forfeited and, if applicable, for the granting of Award [2013]-2 LTIP Units effective immediately prior to such event.
(b) In the event of a Change of Control or Qualified Termination prior to December 31, [2013], then:
(i) the calculations provided in Section 4 hereof shall be performed effective as of the date of the Change of Control or Qualified Termination as if the Performance Period ended on such date;
(ii) the number of Award [2013] LTIP Units resulting from the above calculations shall automatically and immediately be earned and become vested as of the date of the Change of Control or Qualified Termination;
(iii) if pursuant to the above calculations vesting above 100% of the Award [2013] LTIP Units occurs, the appropriate number ...
Change of Control or Termination of Grantee’s Service Relationship