Covered Transaction/Change in Control. In the event of a Covered Transaction (other than a Change in Control, whether or not it is a Covered Transaction), the Administrator shall, with respect to the PBRSUs, take one of the actions set forth in Sections 7(a)(1), 7(a)(2) or 7(a)(3) of the Plan. Notwithstanding the terms of the Plan, in the event of a Change in Control (whether or not it is a Covered Transaction), the following rules shall apply:
(a) Except as provided below in Section 6(c), upon consummation of a Change in Control, to the extent the PBRSUs are outstanding and unvested immediately prior to the Change in Control, Participant shall automatically vest in such number of PBRSUs as determined in Section 6(b) as of immediately prior to such Change in Control.
(b) The number of PBRSUs that shall vest pursuant to Section 6(a) above, if any, shall be determined in accordance with the level of achievement of the Corporate Goals as set forth on Schedule A.
(c) Notwithstanding Section 6(a) above, no acceleration of vesting shall occur with respect to the PBRSUs if the Administrator reasonably determines in good faith prior to the occurrence of a Change in Control that this Award of PBRSUs shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by Participant's employer (or the parent or a subsidiary of such employer) immediately following the Change in Control, provided that the Alternative Award shall be a time-based restricted stock unit award with respect to that number of units determined as set forth under Section 6(b) above that is no longer subject to any performance-based vesting requirement, and shall also:
(i) be based on stock which is traded, or will be traded upon consummation of the Change in Control, on an established securities market;
(ii) provide Participant (or each Participant in a class of Participants) with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under this Award, including, but not limited to, an identical or better time-based vesting schedule and accelerated vesting provisions;
(iii) have substantially equivalent economic value to this Award (determined at the time of the Change in Control and based upon the number of Shares Participant would have received had the Award been accelerated pursuant to Section 6(a) above); and
(iv) have terms and conditions which provide that in the event that Participant's e...
Covered Transaction/Change in Control. In the event of a Covered Transaction (other than a Change in Control, whether or not it is a Covered Transaction), the Administrator shall, with respect to the RSUs, exercise discretion under Section 7(a)(1), 7(a)(2) or 7(a)(3) of the Plan consistent with the requirements of, and in compliance with, Section 409A of the Code. Notwithstanding the terms of the Plan, in the event a Change in Control (whether or not it is a Covered Transaction) that is a “change in control event” within the meaning of Section 409A occurs prior to the Vesting Date, the RSUs shall automatically vest in full on the date of such Change in Control.
Covered Transaction/Change in Control. In the event of a Covered Transaction (other than a Change in Control, whether or not it is a Covered Transaction), the Corporate Goal PBRSUs shall be fully governed by the applicable provisions of Section 7(a) of the Plan. Notwithstanding the terms of the Plan, in the event of a Change in Control (whether or not it is a Covered Transaction), the Participant shall vest in the Corporate Goal PBRSUs as follows:
i) No vesting shall occur pursuant to Section 2 if the Company does not achieve the Corporate Goals by the Goal Completion Date; provided, however, to the extent the effective date of the Change in Control is prior to the Goal Completion Date and the Corporate Goals have not yet been achieved (at the target level set forth on Schedule A) as of such date, such Corporate Goals shall be deemed satisfied at such level determined in accordance with Schedule A; and
ii) If the Company achieves the Corporate Goals (or is deemed to have done so pursuant to Section 7(i)), and the effective date of the Change in Control occurs before the Time-Based Vesting Date, Participant shall vest in a pro-rata portion of the Corporate Goal PBRSUs. For purposes of this subsection, the pro-rata portion of the Corporate Goal PBRSUs that vest shall be determined by dividing the number of days between the Grant Date and the effective date of the Change in Control by 1,095 and applying this percentage to such Corporate Goal PBRSUs.
Covered Transaction/Change in Control. In the event of a Covered Transaction (other than a Change in Control, whether or not it is a Covered Transaction), the Administrator shall, with respect to the Stock Option, take one of the actions set forth in Sections 7(a)(1), 7(a)(2) or 7(a)(3) of the Plan. Notwithstanding the terms of the Plan, in the event of a Change in Control (whether or not it is a Covered Transaction), the following rules shall apply:
(i) Except as provided below in Section 4(e)(ii), in the event of a Change in Control, to the extent the Stock Option is outstanding and unvested immediately prior to the Change in Control, the Stock Option shall automatically vest in full as of immediately prior to such Change in Control.
Covered Transaction/Change in Control. With respect to any portion of this Award that remains outstanding and eligible to vest under the terms of this Agreement following the Participant’s termination of Employment or that otherwise is or may become subject to the provisions of Section 409A, notwithstanding anything to the contrary in the Plan (i) in the event of a Covered Transaction, the Administrator may not exercise discretion with respect to such portion in a manner that is inconsistent with the requirements of Section 409A or the Treasury regulations thereunder and (ii) in the event of a Change in Control, such portion, to the extent then outstanding, shall vest in full as of immediately prior to the consummation of such Change in Control. To the extent consistent with the applicable requirements of Section 409A, the Administrator may require that any amounts delivered, exchanged, or otherwise paid in respect of the outstanding and then unvested portion of this Award be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.
Covered Transaction/Change in Control. In the event of a Covered Transaction (other than a Change in Control, whether or not it is a Covered Transaction), the RSUs shall be fully governed by the applicable provisions of Section 7(a) of the Plan. Notwithstanding the terms of the Plan, in the event of a Change in Control (whether or not it is a Covered Transaction), the following rules shall apply:
(a) Except as provided below in Sections 7(b) and (c), in the event of a Change in Control (i) the Participant shall automatically vest in a pro-rata portion of the RSUs, and (ii) the remaining unvested RSUs shall be automatically cancelled and forfeited and be returned to the Company for no consideration. For purposes of the preceding sentence, the pro-ration of the RSUs that shall vest upon the effective date of the Change in Control shall be determined in accordance with the following table:
Covered Transaction/Change in Control. In the event of a Covered Transaction (other than a Change in Control, whether or not it is a Covered Transaction), the Administrator shall, with respect to the RSUs, exercise discretion under Section 7(a) of the Plan consistent with the requirements of, and in compliance with, Section 409A of the Code. Notwithstanding the terms of the Plan, in the event a Change in Control (whether or not it is a Covered Transaction) that is a “change in control event” within the meaning of Section 409A occurs prior to the Vesting Date, the RSUs shall automatically vest.
Covered Transaction/Change in Control. In the event of a Covered Transaction (other than a Change in Control, whether or not it is a Covered Transaction), the Administrator shall, with respect to the Stock Options, take one of the actions set forth in Sections 7(a)(1), 7(a)(2) or 7(a)(3) of the Plan. Notwithstanding the terms of the Plan, in the event of a Change in Control (whether or not it is a Covered Transaction), the following rules shall apply:
Covered Transaction/Change in Control. In the event of a Covered Transaction or Change in Control, the RSUs shall be governed by the applicable provisions of Section 7(a) of the Plan.
Covered Transaction/Change in Control. In the event of a Covered Transaction or Change in Control, the Stock Option shall be governed by the applicable provisions of Section 7(a) of the Plan.
