Definition of Change in Control. For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the Company’s 2021 Incentive Award Plan. Notwithstanding the foregoing, a “Change in Control” must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).
Appears in 8 contracts
Samples: Employment Agreement (Paragon 28, Inc.), Employment Agreement (Paragon 28, Inc.), Employment Agreement (Paragon 28, Inc.)
Definition of Change in Control. For purposes of this Agreementhereof, “Change in Control” shall have has the meaning set forth in ascribed to such term under the Company’s 2021 2020 Incentive Award Plan. Notwithstanding the foregoing, a “Change in Control” as may be amended from time to time; provided, that such transaction must also constitute a “change in control event,” as defined in within the meaning of Treasury Regulation §Section 1.409A-3(i)(5).
Appears in 8 contracts
Samples: Employment Agreement (Annexon, Inc.), Employment Agreement (Annexon, Inc.), Employment Agreement (Annexon, Inc.)
Definition of Change in Control. (i) For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the Company’s 2021 Incentive Award Plan. Notwithstanding the foregoing, means a “Change in Control” must also constitute transaction or series of transactions (other than a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).Public Offering):
Appears in 8 contracts
Samples: Severance Agreement (SRA Companies, Inc.), Severance Agreement (SRA Companies, Inc.), Severance Agreement (SRA Companies, Inc.)
Definition of Change in Control. For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the Company’s 2021 Incentive Award Plan. Notwithstanding the foregoing, a “Change in Control” must also constitute will be deemed to have occurred upon the occurrence (after the Effective Date) of any transaction that constitutes a “change in control eventownership,” as defined a “change in Treasury Regulation §1.409A-3(i)(5)effective control,” or a “change in the ownership of a substantial portion of the assets” of the Company under Section 409A(a)(2)(A)(v) of the Code.
Appears in 6 contracts
Samples: Employment Agreement (Niocorp Developments LTD), Employment Agreement (Niocorp Developments LTD), Employment Agreement (GX Acquisition Corp. II)
Definition of Change in Control. For purposes of this Agreement, Agreement “Change in Control” shall have the meaning set forth in the Company’s 2021 Incentive Award Plan. Notwithstanding the foregoing, means a “Change in Control” must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).Internal Revenue Code section 409A and rules, regulations, and guidance of general application thereunder issued by the Department of the Treasury, including –
Appears in 5 contracts
Samples: Employment Agreement (First South Bancorp Inc /Va/), Employment Agreement (BNC Bancorp), Employment Agreement (BNC Bancorp)
Definition of Change in Control. For purposes of this Agreement, the term “Change in Control” shall have the meaning set forth in the Company’s 2021 2017 Incentive Award Plan. Notwithstanding the foregoing, a “Change as amended from time to time or any successor plan in Control” must also constitute a “change in control event,” effect as defined in Treasury Regulation §1.409A-3(i)(5)of Employee’s Termination Date.
Appears in 4 contracts
Samples: Executive Employment and Non Disclosure, Non Competition, and Invention Assignment Agreement (Cognizant Technology Solutions Corp), Executive Employment and Non Disclosure, Non Competition, and Invention Assignment Agreement (Cognizant Technology Solutions Corp), Executive Employment and Non Disclosure, Non Competition, and Invention Assignment Agreement (Cognizant Technology Solutions Corp)
Definition of Change in Control. For purposes of this Agreementhereof, “Change in Control” shall have the meaning set forth ascribed such term in the CompanyGroup’s 2021 Incentive Award Plan. Notwithstanding the foregoing, a “Change in Control” must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).
Appears in 4 contracts
Samples: Employment Agreement (Brilliant Earth Group, Inc.), Employment Agreement (Brilliant Earth Group, Inc.), Employment Agreement (Brilliant Earth Group, Inc.)
Definition of Change in Control. For purposes of this Agreement, the term “Change in Control” shall have the meaning definition as set forth in the Company’s 2021 Providence Service Corporation 2006 Long Term Incentive Award Plan. Notwithstanding the foregoing, a Plan which defines “Change in Control” must also constitute a “change as an event or events, in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).which:
Appears in 4 contracts
Samples: Employment Agreement (Providence Service Corp), Employment Agreement (Providence Service Corp), Employment Agreement (Providence Service Corp)
Definition of Change in Control. For purposes of this AgreementSection 4, “the term "Change in Control” " shall have the meaning set forth in the Company’s 2021 Incentive Award 's Amended and Restated 2006 Equity Plan. Notwithstanding , as in effect on the foregoing, a “Change in Control” must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5)date hereof.
Appears in 4 contracts
Samples: Severance Agreement (Cra International, Inc.), Severance Agreement (Cra International, Inc.), Severance Agreement (Cra International, Inc.)
Definition of Change in Control. For the purposes of this Agreement, “Change in Control” shall have the meaning set forth in the Company’s 2021 Incentive Award Plan. Notwithstanding the foregoing, a “Change in Control” must shall mean any of the following transactions effecting a change in ownership or control of the Company that also constitute qualifies as a “change in control event,” (as defined in Treasury Regulation §Section 1.409A-3(i)(5).):
Appears in 3 contracts
Samples: Employment Agreement (Iteris, Inc.), Employment Agreement (Iteris, Inc.), Employment Agreement (Iteris, Inc.)
Definition of Change in Control. For purposes of this Agreement, “Change in Control” shall have means the meaning set forth in the Company’s 2021 Incentive Award Plan. Notwithstanding the foregoing, a “Change in Control” must also constitute occurrence of a “change in control eventthe ownership of the Company,” a “change in the effective control of the Company,” or a “change in the ownership of a substantial portion of the Company’s assets” (as such terms are defined in Treasury Regulation §1.409A-3(i)(5below).
Appears in 3 contracts
Samples: Restricted Stock Unit Award Agreement (Neenah Inc), Performance Share Unit Award Agreement (Neenah Inc), Performance Share Unit Award Agreement (Neenah Inc)
Definition of Change in Control. For purposes of this Agreementhereof, “Change in Control” shall have has the meaning set forth in ascribed to such term under the Company’s 2021 Incentive Award Plan. Notwithstanding the foregoing, a “Change in Control” as may be amended from time to time; provided, that such transaction must also constitute a “change in control event,” as defined in within the meaning of Treasury Regulation §Section 1.409A-3(i)(5).
Appears in 2 contracts
Samples: Employment Agreement (Zymergen Inc.), Employment Agreement (Zymergen Inc.)
Definition of Change in Control. For purposes of this Agreement, “The term Change in Control” Control shall have mean the meaning set forth Effective Date of a change in the ownership of the Company’s 2021 Incentive Award Plan. Notwithstanding the foregoing, a “Change in Control” must also constitute a “change in the effective control event,” of the Company or a change in the ownership of a substantial portion of the assets of the Company as defined provided under Section 409A of the Internal Revenue Code of 1986, as amended from time to time, and any Internal Revenue Service guidance and regulations issued in Treasury Regulation §1.409A-3(i)(5)connection with Section 409A of the Internal Revenue Code of 1986, as amended.
Appears in 2 contracts
Samples: Employment Agreement (Green Bankshares, Inc.), Employment Agreement (Green Bankshares, Inc.)
Definition of Change in Control. For purposes of this Agreementhereof, “Change in Control” shall have has the meaning set forth in ascribed to such term under the Company’s 2021 Equity Incentive Award Plan. Notwithstanding the foregoing, a “Change in Control” as may be amended from time to time; provided, that such transaction must also constitute a “change in control event,” as defined in within the meaning of Treasury Regulation §Section 1.409A-3(i)(5).
Appears in 2 contracts
Samples: Employment Agreement (Lightning eMotors, Inc.), Employment Agreement (Lightning eMotors, Inc.)
Definition of Change in Control. For purposes of this Agreement, a “Change in Control” shall have the meaning set forth given to such term in the Company’s 2021 Long-Term Incentive Award Plan. Notwithstanding the foregoing; provided, a however, that “Change in Control” must also constitute shall have the definition of “Change in Control” contained in Section 409A of the Code in any instance in which amounts are paid under this Agreement as a “change result of a Change in control event,” Control and such amounts are treated as defined in Treasury Regulation §1.409A-3(i)(5).deferred compensation under Section 409A.
Appears in 2 contracts
Samples: Employment Agreement (Wesco International Inc), Employment Agreement (Wesco International Inc)
Definition of Change in Control. For purposes of this Agreement, the term “Change in Control” shall have the meaning set forth in the Company’s 2021 2009 Incentive Award Compensation Plan. Notwithstanding the foregoing, a “Change as amended from time to time or any successor plan in Control” must also constitute a “change in control event,” effect as defined in Treasury Regulation §1.409A-3(i)(5)of Employee’s Termination Date.
Appears in 1 contract
Samples: Executive Employment Agreement (Cognizant Technology Solutions Corp)
Definition of Change in Control. For purposes of this Agreementhereof, “Change in Control” shall have the meaning set forth ascribed to the term “Corporate Transaction” in the Company’s 2021 2018 Equity Incentive Award Plan. Notwithstanding , as amended, provided that the foregoing, transaction (including any series of transactions) also qualifies as a “Change in Control” must also constitute a “change in control event,” as defined in event under U.S. Treasury Regulation §1.409A-3(i)(5).
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Definition of Change in Control. For purposes of this AgreementAward, the term “Change in Control” shall have the meaning set forth in ascribed to it under the Company’s 2021 Incentive Award Plan. Notwithstanding Plan but without regard to the foregoing, condition that any event constituting a “Change in Control” must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).Control occur without the prior express approval of the Board of Directors. TO: Gevity HR, Inc.
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Definition of Change in Control. For purposes of this Agreementhereof, “Change in Control” shall have the meaning set forth ascribed to the term “Corporate Transaction” in the Company’s 2021 2018 Equity Incentive Award Plan. Notwithstanding , as amended, provided that the foregoing, transaction (including any series of transactions) also qualifies as a “Change in Control” must also constitute a “change in control event,” as defined in event under U.S. Treasury Regulation §1.409A-3(i)(51.409A- 3(i)(5).
Appears in 1 contract
Definition of Change in Control. For purposes of this AgreementAward, the term “Change in Control” shall have the meaning set forth in the Company’s 2021 Incentive Award Plan. Notwithstanding the foregoingmean a merger, a “Change in Control” must also constitute a “consolidation, exchange, acquisition, any change in control event,” as defined by the federal Change in Treasury Regulation §1.409A-3(i)(5)Bank Control Act, or change in beneficial ownership as evidenced by an individual or entity holding fifty percent (50%) or more of the combined voting power of the Company.
Appears in 1 contract
Samples: Restricted Stock Award (First Reliance Bancshares Inc)
Definition of Change in Control. For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the CompanyCorporation’s 2021 2006 Long-Term Incentive Award Plan. Notwithstanding , as the foregoing, a “Change in Control” must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5)same may be amended from time to time.”
Appears in 1 contract