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 employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, prior to the Vesting Date, Participant shall automatically vest in 100% of the Alternative Award and any conditions on Participant's rights under, or any restrictions on transfer or exercisability applicable to, such Alternative Award shall be waived or shall lapse in full.
Appears in 3 contracts
Samples: Performance Based Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.), Performance Based Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.), Performance Based Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.)
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 PBRSUsStock 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:
(ai) Except as provided below in Section 6(c4(e)(ii), upon consummation in the event of a Change in Control, to the extent the PBRSUs are Stock Option is outstanding and unvested immediately prior to the Change in Control, Participant the Stock Option shall automatically vest in such number of PBRSUs as determined in Section 6(b) full 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.
(cii) Notwithstanding Section 6(a4(e)(i) above, no acceleration of vesting shall occur with respect to the PBRSUs Stock Option if the Administrator reasonably determines in good faith prior to the occurrence of a the 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 any such 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 alsomust:
(iA) be based on stock which is traded, or will be traded upon consummation of the Change in Control, on an established securities market;
(iiB) 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;
(iiiC) 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) aboveControl); and
(ivD) have terms and conditions which provide that in the event that Participant's employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, prior to the Vesting third anniversary of the Grant Date, Participant shall automatically vest in 100% of the Alternative Award and any conditions on Participant's ’s rights under, or any restrictions on transfer or exercisability applicable to, such Alternative Award shall be waived or shall lapse in full.
Appears in 3 contracts
Samples: Non Qualified Stock Option Agreement (Hanover Insurance Group, Inc.), Non Qualified Stock Option Agreement (Hanover Insurance Group, Inc.), Non Qualified Stock Option Agreement (Hanover Insurance Group, Inc.)
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 PBRSUsRSUs, 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(c6(b), upon consummation of a Change in Control, to the extent the PBRSUs RSUs are outstanding and unvested immediately prior to the Change in Control, in the event of a Change in Control Participant shall automatically vest in such number 100% of PBRSUs as determined in Section 6(b) as of immediately prior to such Change in Controlthe RSUs.
(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 RSUs if the Administrator reasonably determines in good faith prior to the occurrence of a Change in Control that this Award of PBRSUs RSUs 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 any such 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 alsomust:
(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) aboveControl); and
(iv) have terms and conditions which provide that in the event that Participant's employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, ) prior to the Vesting Date, Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's rights under, or any restrictions on transfer or exercisability applicable to, to such Alternative Award shall be waived or shall lapse in fulllapse.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.), Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.)
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 PBRSUs shall be fully governed by the PBRSUs, take one applicable provisions of the actions set forth in Sections 7(a)(1), 7(a)(2) or 7(a)(3Section 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 Section 6(c), upon consummation of a Change in Control, to Control 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 No vesting pursuant to Section 6(a) aboveshall occur if the Company does not achieve the Corporate Goals by the Goal Completion Date; provided, if anyhowever, 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 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 ’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 such 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 provisionsschedule;
(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 the 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 the Participant's ’s employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, ) prior to the Vesting Datesecond anniversary of the Change in Control, the Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's ’s rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse in fulllapse.
Appears in 2 contracts
Samples: Performance Based Restricted Stock Unit Agreement, Corporate Goal Performance Based Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.)
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 RSUs shall be fully governed by the PBRSUs, take one applicable provisions of the actions set forth in Sections 7(a)(1), 7(a)(2) or 7(a)(3Section 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 Section 6(c6(b), upon consummation in the event of a Change in Control, to Control the extent the PBRSUs are outstanding and unvested immediately prior to the Change in Control, Participant shall automatically vest in such number 100% of PBRSUs as determined in Section 6(b) as of immediately prior to such Change in Controlthe RSUs.
(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 RSUs if the Administrator reasonably determines in good faith prior to the occurrence of a Change in Control that this Award of PBRSUs RSUs shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by Participant's ’s employer (or the parent or a subsidiary of such employer) immediately following the Change in Control, provided that the any such 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 alsomust:
(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 such 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 provisionsschedule;
(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) aboveControl); and
(iv) have terms and conditions which provide that in the event that the Participant's ’s employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, ) prior to the Vesting Date, the Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's ’s rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse in fulllapse.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.)
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 Stock Options shall be fully governed by the PBRSUs, take one applicable provisions of the actions set forth in Sections 7(a)(1), 7(a)(2) or 7(a)(3Section 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:
(ai) Except as provided below in Section 6(c4(e)(ii), upon consummation in the event of a Change in Control, to Control the extent the PBRSUs are outstanding and unvested immediately prior to the Change in Control, Participant shall automatically vest in such number 100% of PBRSUs as determined in Section 6(b) as of immediately prior to such Change in Controlthe Stock Options.
(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.
(cii) Notwithstanding Section 6(a) above4(e)(i), no acceleration of vesting shall occur with respect to the PBRSUs Stock Options 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 ’s employer (or the parent or a subsidiary of such employer) immediately following the Change in Control, provided that the any such 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 alsomust:
(iA) be based on stock which is traded, or will be traded upon consummation of the Change in Control, on an established securities market;
(iiB) provide such 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 provisionsschedule;
(iiiC) 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) aboveControl); and
(ivD) have terms and conditions which provide that in the event that the Participant's ’s employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, ) prior to the Vesting third anniversary of the Grant Date, the Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's ’s rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse in fulllapse.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Hanover Insurance Group, Inc.)
Covered Transaction/Change in Control. In Subject to Section 4(e)(iv), 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 PBRSUsStock 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, but subject to Section 4(e)(iv), in the event of a Change in Control (whether or not it is a Covered Transaction), the following rules shall apply::
(ai) Except as provided below in Section 6(cSections 4(e)(ii) or 4(e)(iv), upon consummation in the event of a Change in Control, to the extent the PBRSUs Stock Options are outstanding and unvested immediately prior to the Change in Control, Participant shall automatically vest in such number 100% of PBRSUs as determined in Section 6(b) as of immediately prior to such Change in Control.the Stock Options.
(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.
(cii) Notwithstanding Section 6(a) above4(e)(i), no acceleration of vesting shall occur with respect to the PBRSUs Stock Options 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 any such 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 alsomust:
(iA) be based on stock which is traded, or will be traded upon consummation of the Change in Control, on an established securities market;
(iiB) provide such 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 provisionsschedule;
(iiiC) 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) aboveControl); and
(ivD) have terms and conditions which provide that in the event that Participant's employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, Reason prior to the Vesting third anniversary of the Grant Date, Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse lapse.
(iii) Notwithstanding Sections 4(e)(i) and 4(e)(ii) above, in full.the event of a Change in Control, the Administrator may elect, in its sole discretion at any time prior to the effective date of the Change in Control, to accelerate all of the Stock Options
(iv) Notwithstanding any language contained herein to the contrary, the foregoing provisions contained in this Section 4(e) shall not apply with respect to any Stock Options granted to Participant on or prior to June 20, 2017 (the “First Year Option Awards”). Accordingly, unless the Administrator affirmatively elects, in writing, to apply the provisions of Section 4(e)(i), (ii) or (iii) to such First Year Option Awards, upon a Change in Control and/or Covered Transaction, any portion of the Stock Option that is not then vested shall be automatically cancelled and forfeited and be returned to the Company for no consideration.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Hanover Insurance Group, Inc.)
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 PBRSUsStock 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:
(ai) Except as provided below in Section 6(c4(e)(ii), upon consummation in the event of a Change in Control, to the extent the PBRSUs Stock Options are outstanding and unvested immediately prior to the Change in Control, Participant shall automatically vest in such number 100% of PBRSUs as determined in Section 6(b) as of immediately prior to such Change in Controlthe Stock Options.
(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.
(cii) Notwithstanding Section 6(a) above4(e)(i), no acceleration of vesting shall occur with respect to the PBRSUs Stock Options 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 any such 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 alsomust:
(iA) be based on stock which is traded, or will be traded upon consummation of the Change in Control, on an established securities market;
(iiB) provide such 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 provisionsschedule;
(iiiC) 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) aboveControl); and
(ivD) have terms and conditions which provide that in the event that Participant's employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, ) prior to the Vesting third anniversary of the Grant Date, Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse in fulllapse.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Hanover Insurance Group, Inc.)
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 PBRSUsRSUs, 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(c6(b), upon consummation of a Change in Control, to the extent the PBRSUs RSUs are outstanding and unvested immediately prior to the Change in Control, in the event of a Change in Control Participant shall automatically vest in such number 100% of PBRSUs as determined in Section 6(b) as of immediately prior to such Change in Controlthe RSUs.
(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 RSUs if the Administrator reasonably determines in good faith prior to the occurrence of a Change in Control that this Award of PBRSUs RSUs 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 any such 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 alsomust:
(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) aboveControl); and
(iv) have terms and conditions which provide that in the event that Participant's employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, Section 23) prior to the Vesting Date, Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's rights under, or any restrictions on transfer or exercisability applicable to, to such Alternative Award shall be waived or shall lapse lapse.
(c) Notwithstanding Sections 6(a) and (b) above, in fullthe event of a Change in Control, the Administrator may elect, in its sole discretion, exercised prior to the effective date of the Change in Control, to accelerate all of the RSUs.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.)
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 Restricted Shares shall be fully governed by the PBRSUs, take one applicable provisions of the actions set forth in Sections 7(a)(1), 7(a)(2) or 7(a)(3Section 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:
(ai) Except as provided below in Section 6(cSections 2(f)(ii) and (iii), upon consummation in the event of a Change in Control, to Control (i) the extent the PBRSUs are outstanding and unvested immediately prior to the Change in Control, Participant shall automatically vest in a pro-rata portion of the Restricted Shares and such number of PBRSUs as determined vested Restricted Shares shall no longer be subject to forfeiture or the restrictions set forth in Section 6(b1(b), and (ii) as the remaining unvested Restricted Shares shall be automatically cancelled and forfeited and be returned to the Company for no consideration. For purposes of immediately prior to such Change in Control.
(b) The number the preceding sentence, the pro-ration of PBRSUs the Restricted Shares that shall vest pursuant to Section 6(a) above, if any, upon the effective date of the Change in Control shall be determined in accordance with the level of achievement following table: Prior to the First Anniversary of the Corporate Goals as set forth on Schedule A.Grant Date 33.33% On or after the First Anniversary, but prior to the Second Anniversary, of the Grant Date 66.67% On or after the Second Anniversary of the Grant Date 100% Any fractional shares shall be rounded up so that only whole shares shall be issued.
(cii) Notwithstanding Section 6(a) above2(f)(i), no acceleration of vesting shall occur with respect to the PBRSUs Restricted Shares if the Administrator reasonably determines in good faith prior to the occurrence of a Change in Control that this Award of PBRSUs Restricted Shares shall be honored or assumed, or new rights substituted therefor therefore (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by Participant's ’s employer (or the parent or a subsidiary of such employer) immediately following the Change in Control, provided that the any such 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 alsomust:
(iA) be based on stock which is tradedtraded on an established securities market, or which will be so traded upon consummation within 60 days of the Change in Control, on an established securities market;
(iiB) provide such 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 provisionsschedule;
(iiiC) 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) aboveControl); and
(ivD) have terms and conditions which provide that in the event that the Participant's ’s employment is involuntarily terminated (other than for Cause) or Participant terminates employment for constructively terminated (an “Good Reason” (as defined below), in either case, Involuntary Termination”) prior to the Vesting Date, third anniversary of the Grant Date (i) the Participant shall automatically vest in 100% a pro-rata portion of the Alternative Award and any conditions on a Participant's ’s rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse and (ii) the remaining unvested portion of the Alternative Award 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 Alternative Award that shall vest upon the effective date of an Involuntary Termination shall be determined in fullaccordance with the following table: Prior to the First Anniversary of the Grant Date 33.33% On or after the First Anniversary, but prior to the Second Anniversary, of the Grant Date 66.67% On or after the Second Anniversary of the Grant Date 100% For this purpose, a constructive termination shall mean a termination by Participant following a material reduction in the Participant’s compensation, a material reduction in the Participant’s responsibilities or the relocation of the Participant’s principal place of employment to another location (which is greater than 35 miles from Participant’s principal place of employment immediately preceding the Change in Control), in each case without the Participant’s written consent.
(iii) Notwithstanding Sections 2(f)(i) and (ii) above, the Administrator may elect, in its sole discretion, exercised prior to the effective date of the Change in Control, to accelerate all, or a greater percentage of the Restricted Shares, than is otherwise required pursuant to the terms of this Section 2(f).
Appears in 1 contract
Samples: Restricted Stock Agreement (Hanover Insurance Group, Inc.)
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 PBRSUsStock 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:
(ai) Except as provided below in Section 6(c4(e)(ii), upon consummation in the event of a Change in Control, to the extent the PBRSUs are Stock Option is outstanding and unvested immediately prior to the Change in Control, Participant the Stock Option shall automatically vest in such number of PBRSUs as determined in Section 6(b) as of full 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.
(cii) Notwithstanding Section 6(a) above4(e)(i), no acceleration of vesting shall occur with respect to the PBRSUs Stock Option 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 any such 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 alsomust:
(iA) be based on stock which is traded, or will be traded upon consummation of the Change in Control, on an established securities market;
(iiB) 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;
(iiiC) 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) aboveControl); and
(ivD) have terms and conditions which provide that in the event that Participant's employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, Reason prior to the Vesting third anniversary of the Grant Date, Participant shall automatically vest in 100% of the Alternative Award and any conditions on Participant's rights under, or any restrictions on transfer or exercisability applicable to, such Alternative Award shall be waived or shall lapse lapse.
(iii) Notwithstanding Sections 4(e)(i) and 4(e)(ii) above, in full.the event of a Change in Control, the Administrator may elect, in its sole discretion at any time prior to the effective date of the Change in Control, to accelerate all of the Stock Options
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Hanover Insurance Group, Inc.)
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 RSUs shall be fully governed by the PBRSUs, take one applicable provisions of the actions set forth in Sections 7(a)(1), 7(a)(2) or 7(a)(3Section 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 Section 6(c6(b), upon consummation in the event of a Change in Control, to Control the extent the PBRSUs are outstanding and unvested immediately prior to the Change in Control, Participant shall automatically vest in such number 100% of PBRSUs as determined in Section 6(b) as of immediately prior to such Change in Controlthe RSUs.
(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 RSUs if the Administrator reasonably determines in good faith prior to the occurrence of a Change in Control that this Award of PBRSUs RSUs 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 any such 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 alsomust:
(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 such 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 provisionsschedule;
(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) aboveControl); and
(iv) have terms and conditions which provide that in the event that the Participant's employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, ) prior to the Vesting Datesecond anniversary of the Change in Control, the Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse in fulllapse.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.)
Covered Transaction/Change in Control. In Subject to Section 6(e), 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, to the extent then outstanding, 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, but subject to Section 6(e), 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 Sections 6(c) or 6(e), 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.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 such 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 provisionsschedule;
(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 employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, Section 25) prior to the Vesting Date, Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse lapse.
(d) Notwithstanding Sections 6(a) and 6(c) above, in full.the event of a Change in Control, the Administrator may elect, in its sole discretion, exercised prior to the effective date of the Change in Control, to accelerate all of the PBRSUs, to the extent then outstanding.
(e) Notwithstanding any language contained herein to the contrary, the foregoing provisions contained in this Section 6 shall not apply with respect to any Awards of PBRSUs granted to Participant on or prior to June 20, 2017 (the “First Year PBRSU Awards”). Accordingly, unless the Administrator affirmatively elects, in writing, to apply the foregoing provisions of Section 6 to such First Year PBRSU Awards, upon a Change in Control and/or Covered Transaction, any portion of the PBRSUs that are not then vested shall be automatically cancelled and forfeited and be returned to the Company for no consideration
(f) Upon vesting under Section 6 any remaining unvested PBRSUs shall be automatically cancelled and forfeited and returned to the Company for no consideration.
Appears in 1 contract
Samples: Performance Based Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.)
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 such 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 provisionsschedule;
(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 employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, ) prior to the Vesting Date, Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse in fulllapse.
Appears in 1 contract
Samples: Performance Based Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.)
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 the 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 employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, Section 26) prior to the Vesting Date, Participant shall automatically vest in 100% of the Alternative Award and any conditions on Participant's rights under, or any restrictions on transfer or exercisability applicable to, such Alternative Award shall be waived or shall lapse lapse.
(d) Notwithstanding Sections 6(a) and 6(c) above, in fullthe event of a Change in Control, the Administrator may elect, in its sole discretion, exercised prior to the effective date of the Change in Control, to accelerate all of the PBRSUs, to the extent then outstanding.
(e) Upon vesting under Section 6 any remaining unvested PBRSUs shall be automatically cancelled and forfeited and returned to the Company for no consideration.
Appears in 1 contract
Samples: Performance Based Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.)
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 employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, prior to the Vesting Date, Participant shall automatically vest in 100% of the Alternative Award and any conditions on Participant's rights under, or any restrictions on transfer or exercisability applicable to, such Alternative Award shall be waived or shall lapse in full.
Appears in 1 contract
Samples: Performance Based Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.)
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 No vesting pursuant to Section 6(a) above, shall occur if any, shall be the Company does not achieve the Corporate Goals at the specified level set forth and 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 ’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 such 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 provisionsschedule;
(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 ’s employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, ) prior to the Vesting Date, Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's ’s rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse in fulllapse.
Appears in 1 contract
Samples: Performance Based Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.)
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, to the extent then outstanding, 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.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 such 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;schedule;
(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
and (iv) have terms and conditions which provide that in the event that Participant's employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, Section 25) prior to the Vesting Date, Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse lapse. (d) Notwithstanding Sections 6(a) and 6(c) above, in full.the event of a Change in Control, the Administrator may elect, in its sole discretion, exercised prior to the effective date of the Change in Control, to accelerate all of the PBRSUs, to the extent then outstanding. (e) Upon vesting under Section 6 any remaining unvested PBRSUs shall be automatically cancelled and forfeited and returned to the Company for no consideration.
Appears in 1 contract
Samples: Performance Based Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.)
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 Stock Options shall be fully governed by the PBRSUs, take one applicable provisions of the actions set forth in Sections 7(a)(1), 7(a)(2) or 7(a)(3Section 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:
(ai) Except as provided below in Section 6(c4(f)(ii), upon consummation in the event of a Change in Control, to Control the extent the PBRSUs are outstanding and unvested immediately prior to the Change in Control, Participant shall automatically vest in such number 100% of PBRSUs as determined in Section 6(b) as of immediately prior to such Change in Controlthe Stock Options.
(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.
(cii) Notwithstanding Section 6(a) above4(f)(i), no acceleration of vesting shall occur with respect to the PBRSUs Stock Options 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 any such 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 alsomust:
(iA) be based on stock which is traded, or will be traded upon consummation of the Change in Control, on an established securities market;
(iiB) provide such 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 provisionsschedule;
(iiiC) 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) aboveControl); and
(ivD) have terms and conditions which provide that in the event that the Participant's employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, ) prior to the Vesting Datesecond anniversary of the Change in Control, the Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse in fulllapse.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Hanover Insurance Group, Inc.)
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 PBRSUs shall be fully governed by the PBRSUs, take one applicable provisions of the actions set forth in Sections 7(a)(1), 7(a)(2) or 7(a)(3Section 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 Section 6(c), upon consummation of a Change in Control, to Control 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 No vesting pursuant to Section 6(a) above, shall occur if any, shall be the Company does not achieve the Corporate Goals at the specified level set forth and 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 ’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 such 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 provisionsschedule;
(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 the 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 the Participant's ’s employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, ) prior to the Vesting Date, the Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's ’s rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse in fulllapse.
Appears in 1 contract
Samples: Corporate Goal Performance Based Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.)
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 Stock Options shall be fully governed by the PBRSUs, take one applicable provisions of the actions set forth in Sections 7(a)(1), 7(a)(2) or 7(a)(3Section 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:
(ai) Except as provided below in Section 6(c4(f)(ii), upon consummation in the event of a Change in Control, to Control the extent the PBRSUs are outstanding and unvested immediately prior to the Change in Control, Participant shall automatically vest in such number 100% of PBRSUs as determined in Section 6(b) as of immediately prior to such Change in Controlthe Stock Options.
(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.
(cii) Notwithstanding Section 6(a) above4(f)(i), no acceleration of vesting shall occur with respect to the PBRSUs Stock Options 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 ’s employer (or the parent or a subsidiary of such employer) immediately following the Change in Control, provided that the any such 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 alsomust:
(iA) be based on stock which is traded, or will be traded upon consummation of the Change in Control, on an established securities market;
(iiB) provide such 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 provisionsschedule;
(iiiC) 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) aboveControl); and
(ivD) have terms and conditions which provide that in the event that the Participant's ’s employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, ) prior to the Vesting Datesecond anniversary of the Change in Control, the Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's ’s rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse in fulllapse.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Hanover Insurance Group, Inc.)
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 PBRSUsStock 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:
(ai) Except as provided below in Section 6(c4(e)(ii), upon consummation in the event of a Change in Control, to the extent the PBRSUs Stock Options are outstanding and unvested immediately prior to the Change in Control, Participant shall automatically vest in such number 100% of PBRSUs as determined in Section 6(b) as of immediately prior to such Change in Controlthe Stock Options.
(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.
(cii) Notwithstanding Section 6(a) above4(e)(i), no acceleration of vesting shall occur with respect to the PBRSUs Stock Options 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 ’s employer (or the parent or a subsidiary of such employer) immediately following the Change in Control, provided that the any such 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 alsomust:
(iA) be based on stock which is traded, or will be traded upon consummation of the Change in Control, on an established securities market;
(iiB) provide such 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 provisionsschedule;
(iiiC) 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) aboveControl); and
(ivD) have terms and conditions which provide that in the event that Participant's ’s employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, ) prior to the Vesting third anniversary of the Grant Date, Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's ’s rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse in fulllapse.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Hanover Insurance Group, Inc.)
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 PBRSUsStock 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:
(ai) Except as provided below in Section 6(c4(e)(ii), upon consummation in the event of a Change in Control, to the extent the PBRSUs are Stock Option is outstanding and unvested immediately prior to the Change in Control, Participant the Stock Option shall automatically vest in such number of PBRSUs as determined in Section 6(b) full as of immediately prior to such Change in Control.
(b) The number 1 Pursuant to the terms of PBRSUs that shall vest pursuant Mx. Xxxxxx’x Offer Letter dated September 21, 2016, in the event he is involuntarily terminated by the company without cause, or terminates employment for “good reason”, he is entitled 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.one year’s additional vesting credit.
(cii) Notwithstanding Section 6(a4(e)(i) above, no acceleration of vesting shall occur with respect to the PBRSUs Stock Option if the Administrator reasonably determines in good faith prior to the occurrence of a the 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 any such 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 alsomust:
(iA) be based on stock which is traded, or will be traded upon consummation of the Change in Control, on an established securities market;
(iiB) 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;
(iiiC) 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) aboveControl); and
(ivD) have terms and conditions which provide that in the event that Participant's employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, prior to the Vesting third anniversary of the Grant Date, Participant shall automatically vest in 100% of the Alternative Award and any conditions on Participant's ’s rights under, or any restrictions on transfer or exercisability applicable to, such Alternative Award shall be waived or shall lapse in full.
Appears in 1 contract
Samples: Non Qualified Stock Option Agreement (Hanover Insurance Group, Inc.)
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 PBRSUsRSUs, 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(c6(b), upon consummation of a Change in Control, to the extent the PBRSUs RSUs are outstanding and unvested immediately prior to the Change in Control, in the event of a Change in Control Participant shall automatically vest in such number 100% of PBRSUs as determined in Section 6(b) as of immediately prior to such Change in Controlthe RSUs.
(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 RSUs if the Administrator reasonably determines in good faith prior to the occurrence of a Change in Control that this Award of PBRSUs RSUs shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by Participant's ’s employer (or the parent or a subsidiary of such employer) immediately following the Change in Control, provided that the any such 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 alsomust:
(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 such 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 provisionsschedule;
(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) aboveControl); and
(iv) have terms and conditions which provide that in the event that Participant's ’s employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, ) prior to the Vesting Date, Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's ’s rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse in fulllapse.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Hanover Insurance Group, Inc.)
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 Restricted Shares shall be fully governed by the PBRSUs, take one applicable provisions of the actions set forth in Sections 7(a)(1), 7(a)(2) or 7(a)(3Section 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:
(ai) Except as provided below in Section 6(c2(e)(ii), upon consummation in the event of a Change in Control, to Control the extent the PBRSUs are outstanding and unvested immediately prior to the Change in Control, Participant shall automatically vest in such number 100% of PBRSUs as determined in Section 6(b) as of immediately prior to such Change in Controlthe Restricted Shares.
(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.
(cii) Notwithstanding Section 6(a) above2(e)(i), no acceleration of vesting shall occur with respect to the PBRSUs Restricted Shares if the Administrator reasonably determines in good faith prior to the occurrence of a Change in Control that this Award of PBRSUs Restricted Shares shall be honored or assumed, or new rights substituted therefor (such honored, assumed or substituted award hereinafter called an “Alternative Award”), by Participant's ’s employer (or the parent or a subsidiary of such employer) immediately following the Change in Control, provided that the any such 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 alsomust:
(i1) be based on stock which is traded, or will be traded upon consummation of the Change in Control, on an established securities market;
(ii2) provide such 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 provisionsschedule;
(iii3) 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) aboveControl); and
(iv4) have terms and conditions which provide that in the event that the Participant's ’s employment is involuntarily terminated (other than for Cause) or Participant terminates employment for “Good Reason” (as defined below), in either case, ) prior to the Vesting Datesecond anniversary of the Change in Control, the Participant shall automatically vest in 100% of the Alternative Award and any conditions on a Participant's ’s rights under, or any restrictions on transfer or exercisability applicable to, the vested portion of such Alternative Award shall be waived or shall lapse in fulllapse.
Appears in 1 contract
Samples: Restricted Stock Agreement (Hanover Insurance Group, Inc.)
