Common use of Effect of Certain Changes Clause in Contracts

Effect of Certain Changes. In the event the Company terminates the Participant’s Employment without Cause within the two (2) year period following the consummation of a Change in Control, with such termination occurring during the Performance Period, then the Award shall be payable at the Target Award level on the effective date of the Change in Control and such Earned Shares shall be issuable as soon as practicable following such termination of Employment, and in any event not more than 30 days following such termination of Employment, but only if permissible under Section 409A of the Code; if such settlement is not permissible under Section 409A of the Code, then settlement shall occur in accordance with the other terms of this Agreement. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment agreement in effect immediately prior to such termination, (i) a failure of the Participant to reasonably and substantially perform his or her duties to the Company or any of its Subsidiaries (other than as a result of physical or mental illness or injury); (ii) the Participant’s willful misconduct or gross negligence; (iii) a breach by the Participant of the Participant’s fiduciary duty or duty of loyalty to the Company or any of its Affiliates; (iv) the commission by the Participant of any felony or other serious crime; or (v) a breach by the Participant of the terms of any agreement with the Company or any Subsidiary or any Company policies.

Effect of Certain Changes. In Notwithstanding the foregoing provisions of the Agreement, in the event the Company terminates the Participant’s Employment is terminated without Cause within the two (2) year period following the consummation of a Change in Control, with such termination occurring during the Performance PeriodParticipant shall become vested in any then unvested RSUs, then and full payment in respect of the Award RSUs granted hereunder and not already paid pursuant to Section 1(b) or otherwise shall be payable at the Target Award level on the effective date of the Change in Control and such Earned Shares shall be issuable made as soon as practicable following such termination of Employmentthereafter, and in any event not more than 30 days following such termination of Employment, but only if permissible under Section 409A of the Code409A; if such settlement is not permissible under Section 409A of the Code409A, then settlement shall occur in accordance with the other terms of this Agreement. as soon as permitted by Section 409A. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment agreement in effect immediately prior to such termination, mean (i) a failure of the Participant to reasonably and substantially perform his or her duties to the Company or any of its Subsidiaries (other than as a result of physical or mental illness or injury); (ii) the Participant’s willful misconduct or gross negligence; (iii) a breach by the Participant of the Participant’s fiduciary duty or duty of loyalty to the Company or any of its Affiliates; (iv) the commission by the Participant of any felony or other serious crime; or (v) a breach by the Participant of the terms of any agreement with the Company or any Subsidiary or any Company policies.

Effect of Certain Changes. In the event the Company terminates the Participant’s Employment is terminated without Cause within the two (2) year period following the consummation of a Change in Control, all restrictions then outstanding with such termination occurring during respect to the Performance PeriodRSUs shall automatically expire and be of no further force and effect, then and full payment in respect of the Award RSUs granted hereunder shall be payable at the Target Award level on the effective date of the Change in Control and such Earned Shares shall be issuable made as soon as practicable following such termination of Employmentthereafter, and in any event not more than 30 days following such termination of Employment, but only if permissible under Section 409A of the Internal Revenue Code; if such settlement is not permissible under Section 409A of the Code409A, then settlement shall occur in accordance with the other terms of this Agreement. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment agreement in effect immediately prior to such termination, (i) a failure of the Participant to reasonably and substantially perform his or her duties to the Company or any of its Subsidiaries (other than as a result of physical or mental illness or injury); (ii) the Participant’s willful misconduct or gross negligence; (iii) a breach by the Participant of the Participant’s fiduciary duty or duty of loyalty to the Company or any of its Affiliates; (iv) the commission by the Participant of any felony or other serious crime; or (v) a breach by the Participant of the terms of any agreement with the Company or any Subsidiary or any Company policies.

Effect of Certain Changes. In the event the Company terminates the Participant’s Employment is terminated without Cause within the two (2) year period following the consummation of a Change in Control, all restrictions then outstanding with such termination occurring during respect to the Performance PeriodRSUs shall automatically expire and be of no further force and effect, then and full payment in respect of the Award RSUs granted hereunder shall be payable at the Target Award level on the effective date of the Change in Control and such Earned Shares shall be issuable made as soon as practicable following such termination of Employmentthereafter, and in any event not more than 30 days following such termination of Employment, but only if permissible under Section 409A of the Internal Revenue Code; if such settlement is not permissible under Section 409A of the Code409A, then settlement shall occur in accordance with the other terms of this Agreement. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment agreement in effect immediately prior to such termination, (i) a failure of the Participant to reasonably and substantially perform his or her duties to the Company or any of its Subsidiaries (other than as a result of physical or mental illness or injury); (ii) the Participant’s willful misconduct or gross negligence; (iii) a breach by the Participant of the Participant’s fiduciary duty or duty of loyalty to the Company or any of its Affiliates; (iv) the commission by the Participant of any felony or other serious crime; or (v) a breach by the Participant of the terms of any agreement with the Company or any Subsidiary or any Company policies.

Effect of Certain Changes. In Notwithstanding the foregoing provisions of the Agreement, in the event the Company terminates the Participant’s Employment without Cause within the two (2) year period following the consummation of a Change in Control, with such termination occurring during the Performance PeriodParticipant shall become vested in any then unvested RSUs, then and full payment in respect of the Award RSUs granted hereunder and not already paid pursuant to Section 1(b) or otherwise shall be payable at the Target Award level on the effective date of the Change in Control and such Earned Shares shall be issuable made as soon as practicable following such termination of Employmentthereafter, and in any event not more than 30 days following such termination of Employment, but only if permissible under Section 409A of the Code409A; if such settlement is not permissible under Section 409A of the Code409A, then settlement shall occur in accordance with the other terms of this Agreement. as soon as permitted by Section 409A. For purposes hereof, “Cause” shall mean, unless otherwise provided in an employment agreement in effect immediately prior to such termination, mean (i) a failure of the Participant to reasonably and substantially perform his or her duties to the Company or any of its Subsidiaries (other than as a result of physical or mental illness or injury); (ii) the Participant’s willful misconduct or gross negligence; (iii) a breach by the Participant of the Participant’s fiduciary duty or duty of loyalty to the Company or any of its Affiliates; (iv) the commission by the Participant of any felony or other serious crime; or (v) a breach by the Participant of the terms of any agreement with the Company or any Subsidiary or any Company policies.