Definition of Replacement Award. An award shall qualify as a Replacement Award if: (1) it is of the same type as the Replaced Award (or, it is of a different type as the Replaced Award, provided that the Committee, as constituted immediately prior to the Change in Control, approves such type of award); (2) it has an intrinsic value at least equal to the value of the Replaced Award; (3) it relates to publicly traded equity securities listed on a U.S. national securities exchange of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control (or, in lieu of equity securities, the Replacement Award represents the cash equivalent of the Replaced Award); and (4) its other terms and conditions are not less favorable to Executive than the terms and conditions of the Replaced Award and this Agreement, including the requirement for immediate full vesting and lapse of all restrictions (including performance restriction which shall be deemed satisfied at target performance without proration) in the event Executive has a Qualifying Termination after receiving the Replacement Award. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 2.3(d)(ii)(A) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control. Any disagreement between the Committee and Executive regarding whether the conditions of this Section 2.3(d)(ii)(A) are satisfied shall be subject to the dispute resolution requirements of Section 8.2.
Appears in 4 contracts
Samples: Executive Change in Control Severance Agreement (Mueller Water Products, Inc.), Executive Change in Control Severance Agreement (Mueller Water Products, Inc.), Executive Change in Control Severance Agreement (Mueller Water Products, Inc.)
