Double Trigger Change in Control Sample Clauses
A Double Trigger Change in Control clause requires two specific events to occur before certain contractual rights or benefits, such as accelerated vesting of equity or severance payments, are activated. Typically, these two events are a change in control of the company (such as a merger or acquisition) and a subsequent qualifying event affecting the employee, like termination without cause or a significant change in job responsibilities. This clause ensures that protections or benefits are only granted when both conditions are met, thereby preventing windfall gains from a change in control alone and aligning incentives for both the company and its employees.
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Double Trigger Change in Control. In the event that Executive’s employment with Company is terminated by Company or its successor or assigns without Cause (as defined below) or Executive resigns for Good Reason (as defined below) on account of or within one year from the date of the closing of a Change in Control (as defined below) (such period, the “Double Trigger Period”), the vesting and exercisability of each of the Executive’s outstanding equity awards granted pursuant to the Plan or any prior Company equity incentive plan shall be automatically vested in full.
Double Trigger Change in Control. Notwithstanding anything contained in this Option Agreement to the contrary, if during the Employee’s employment with the Company and Related Corporations and prior to the Expiration Date, a Change in Control occurs and the Employee incurs a Qualifying Termination on or within twelve (12) months following the date of such Change in Control, this Option shall become fully vested and exercisable and such Option upon such Qualifying Termination can be exercised by the Employee at any time prior to the Expiration Date. Clawback Notwithstanding anything contained in the Plan or the Option Agreement to the contrary, the Option shall be subject to the provisions of any clawback, repayment or recapture policy implemented by the Company, including any such policy adopted to comply with applicable law (including without limitation the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act) or securities exchange listing standards and any rules or regulations promulgated thereunder, to the extent set forth in such policy and/or in any notice or agreement relating to the Option under the Plan.
Double Trigger Change in Control. Subject to Section 4(b) below, if, subsequent to receiving a Replacement Award, Participant’s employment with the Company (or its successor in the Change in Control) is terminated on the consummation of the Change in Control or within the portion of the Change in Control Period beginning on the consummation of a Change in Control either by Participant for Good Reason or by the Company, or successor (as applicable) other than for Cause, then all unvested Shares subject to the Replacement Award shall immediately become vested and nonforfeitable and subject to settlement and transfer under Section 7 as of the date of Participant’s termination of employment.
Double Trigger Change in Control. Subject to Section 3(b) below, if subsequent to receiving a Replacement Award, Participant’s employment with the Company (or its successor in the Change in Control) is terminated on the date of the Change in Control or within the portion of the Change in Control Period beginning on the date of a Change in Control either by Participant for Good Reason or by the Company or successor (as applicable) other than for Cause, then the entire number of Shares represented by the Option which have not yet become vested or been exercised or forfeited will become immediately vested and exercisable (the “Unexercised Portion”). If Participant’s employment with the Company terminates after the date on which the Change in Control occurs other than as a result of a termination by the Company for Cause, then Participant (or, if applicable, Participant’s estate or the person(s) to whom Participant’s rights under this Agreement pass by will or the laws of descent and distribution) will have the right to exercise the Unexercised Portion. Except as provided in Section 4 below, that right may be exercised until the Expiration Date.
Double Trigger Change in Control. Except as provided in Section 5 below, the Award will be treated as specified in the Severance Agreement in the event of a Change in Control (as defined in the Severance Agreement). For this purpose, the Committee will determine whether a Change in Control has occurred, and such determination will be conclusive and binding upon the Company and the Participant.
Double Trigger Change in Control. Subject to Section 5(b) below, if, subsequent to receiving a Replacement Award, Participant’s employment with the Company (or its successor in the Change in Control) is terminated on the date of the Change in Control or within the portion of the Change in Control Period beginning on the date of the Change in Control either by Participant for Good Reason or by the Company or successor (as applicable) other than for Cause, then the Replacement Award will vest and be paid out as follows: if at least one calendar year of performance during the Performance Period has been completed prior to the date of the Change in Control, the Shares shall be paid out based upon the Adjusted EBITDA Performance Multiplier calculated at the time of the Change in Control, provided that such calculation shall factor in the calendar years during the Performance Period that have been completed at the time of the Change in Control and the calendar year during which the Change in Control occurs, with the calendar year during which the Change in Control occurs being treated as a fully completed calendar year during which the Target Award payout level (100%) was achieved; otherwise, the Target Award payout level (100%) shall be used. Payment of the Shares shall be made as provided in Section 8.
Double Trigger Change in Control. Subject to Section 5(b) below, if, subsequent to receiving a Replacement Award, Participant’s employment with the Company (or its successor in the Change in Control) is terminated on the date of the Change in Control or within the portion of the Change in Control Period beginning on the date of the Change in Control either by Participant for Good Reason or by the Company or successor (as applicable) other than for Cause, then the Replacement Award will vest and be paid out as follows: if at least one calendar year of performance during the Performance Period has been completed prior to the date of the Change in Control, the Shares shall be paid out based upon the Company’s relative cumulative TSR positioning at the time of the Change in Control (without the final four quarter averaging applicable to the three-year Performance Period); otherwise, the Target Award payout level (100%) shall be used. Payment of the Shares shall be made as provided in Section 8.
Double Trigger Change in Control. Subject to Section 5 below, if, subsequent to receiving a Replacement Award in accordance with Article 16 of the Plan, the Participant’s employment with the Company or any of its subsidiaries (or their successors in the Change in Control) is terminated within a period of two years after a Change in Control either by the Participant for Good Reason or by the Company, such subsidiary or such successor (as applicable) other than for Cause, then the Replacement Award will vest with respect to 100% of the unvested portion of the Replacement Award. The Committee shall determine whether a Change in Control has occurred, and such determination shall be conclusive and binding upon the Company and the Participant. For purposes of this Section 4(d), the Participant’s employment shall be deemed to have been terminated following a Change in Control by the Company, such subsidiary or such successor (as applicable) other than for Cause or by the Participant for Good Reason if (i) the Participant’s employment is terminated by the Company, such subsidiary or such successor (as applicable) other than for Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control (an “Acquiring Person”), (ii) the Participant terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of an Acquiring Person, or (iii) the Participant’s employment is terminated by the Company, such subsidiary or such successor (as applicable) other than for Cause or by the Participant for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Participant shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that such position is not correct.
Double Trigger Change in Control. Subject to Section 5(b) below, if, subsequent to receiving a Replacement Award, Participant’s employment with the Company (or its successor in the Change in Control) is terminated on the date of the Change in Control or within the portion of the Change in Control Period beginning on the date of the Change in Control either by Participant for Good Reason or by the Company or successor (as applicable) other than for Cause, then the Replacement Award will vest and be paid out based upon the Target Award payout level (100%). Payment of the Shares shall be made as provided in Section 8.