Common use of Consequences of a Change in Control Event Clause in Contracts

Consequences of a Change in Control Event. Notwithstanding Section 8(b), upon a Change in Control Event (regardless of whether such event is a Reorganization Event), the following provisions apply. (A) Unless otherwise provided in an effective written employment, separation, or other agreement between the Participant and the Company, if (i) in connection with a Change in Control Event, any unvested RSUs, to the extent outstanding immediately prior to such Change in Control Event, are assumed or continued, or a new award is substituted for such RSUs by the acquiring or succeeding corporation (or an affiliate thereof) in accordance with the provisions of Section 8(c)(ii)(B) below, and (ii) at any time within the eighteen (18)-month period following the Change in Control Event, the Participant incurs a Good Leaver Termination, the RSUs (or the award substituted for the RSUs), to the extent then outstanding but not then vested, will automatically vest in full at the time of such Good Leaver Termination. If in connection with a Change in Control Event the then unvested RSUs are not assumed, or a new award is not substituted for such RSUs by the acquiring or succeeding corporation (or an affiliate thereof) in accordance with the provisions of Section 8(c)(ii)(B) below, the RSUs, to the extent outstanding immediately prior to such Change in Control Event but not then vested, will automatically vest in full upon the consummation of such Change in Control Event. (B) For purposes of Section 8(c)(ii)(A)(i), the RSUs shall be considered assumed if, following consummation of the Change in Control Event, the RSUs confer the right to receive pursuant to the terms of the RSUs, for each share of Common Stock subject to the RSUs immediately prior to the consummation of the Change in Control Event, the consideration (whether cash, securities or other property) received as a result of the Change in Control Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Change in Control Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Change in Control Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the settlement of the RSUs to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Change in Control Event.

Consequences of a Change in Control Event. Notwithstanding Section 8(b), upon a Change in Control Event (regardless of whether such event is a Reorganization Event), the following provisions apply. (A) Unless otherwise provided in an effective written employment, separation, or other agreement between the Participant and the Company, if (i) in connection with a Change in Control Event, any unvested RSUsPSUs, to the extent outstanding immediately prior to such Change in Control Event, are assumed or continued, or a new award is substituted for such RSUs PSUs by the acquiring or succeeding corporation (or an affiliate thereof) in accordance with the provisions of Section 8(c)(ii)(B) below, and (ii) at any time within the eighteen (18)-month period following the Change in Control Event, the Participant incurs a termination of Participant’s services to the Company due to death, disability, or a Covered Termination (as defined in the Participant’s written employment agreement), such termination hereinafter called a “Good Leaver Termination”, the RSUs PSUs (or the award substituted for the RSUsPSUs), to the extent then outstanding but not then vested, will automatically vest in full at the time of such Good Leaver Termination. If in connection with a Change in Control Event the then unvested RSUs PSUs are not assumed, or a new award is not substituted for such RSUs PSUs by the acquiring or succeeding corporation (or an affiliate thereof) in accordance with the provisions of Section 8(c)(ii)(B) below, the RSUsPSUs, to the extent outstanding immediately prior to such Change in Control Event but not then vested, will automatically vest in full upon the consummation of such Change in Control Event. (B) For purposes of Section 8(c)(ii)(A)(i), the RSUs PSUs shall be considered assumed if, following consummation of the Change in Control Event, the RSUs PSUs confer the right to receive pursuant to the terms of the RSUsPSUs, for each share of Common Stock subject to the RSUs PSUs immediately prior to the consummation of the Change in Control Event, the consideration (whether cash, securities or other property) received as a result of the Change in Control Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Change in Control Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Change in Control Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the settlement of the RSUs PSUs to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Change in Control Event.

Consequences of a Change in Control Event. Notwithstanding Section 8(b6(b), upon a Change in Control Event (regardless of whether such event is a Reorganization Event), the following provisions apply. (A) Unless otherwise provided in an effective written employment, separation, or other agreement between the Participant and the Company, if (i) in connection with a Change in Control Event, any unvested RSUsoption, to the extent outstanding immediately prior to such Change in Control Event, are is assumed or continued, or a new award is substituted for such RSUs option by the acquiring or succeeding corporation (or an affiliate thereof) in accordance with the provisions of Section 8(c)(ii)(B6(c)(2)(B) below, and (ii) at any time within the eighteen (18)-month period following the Change in Control Event, the Participant incurs a Good Leaver Termination, the RSUs option (or the award substituted for the RSUsoption), to the extent then outstanding but not then vested, will automatically vest in full at the time of such Good Leaver Termination. If in connection with a Change in Control Event the then unvested RSUs are option is not assumedassumed or continued, or a new award is not substituted for such RSUs option by the acquiring or succeeding corporation (or an affiliate thereof) in accordance with the provisions of Section 8(c)(ii)(B6(c)(2)(B) below, the RSUsany option, to the extent outstanding immediately prior to such Change in Control Event but not then vested, will automatically vest in full upon the consummation of such Change in Control Event. (B) For purposes of Section 8(c)(ii)(A)(i6(c)(2)(A)(i), the RSUs this option shall be considered assumed if, following consummation of the Change in Control Event, the RSUs confer this option confers the right to purchase or receive pursuant to the terms of the RSUsthis option, for each share of Common Stock subject to the RSUs this option immediately prior to the consummation of the Change in Control Event, the consideration (whether cash, securities or other property) received as a result of the Change in Control Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Change in Control Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Change in Control Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the settlement exercise of the RSUs this option to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Change in Control Event.