Effect of Change in Control on Vesting. (A) Subject to Section 6 of this Agreement and Section 14 of the Plan, if full Vesting of RSUs has not occurred by the date of a “Change in Control” (as defined in Paragraph 6(b)), then the Certification requirements set forth in Appendix A shall no longer apply. The RSUs that have not Vested as of the date of Change in Control (“Non-Vested CIC RSUs”) shall Vest, subject to continued Employment and to all other terms and provisions of this Agreement other than the Certification conditions set forth in Appendix A, in one-third (1/3) increments over the immediately following three anniversary dates of the date of the Change in Control.
Effect of Change in Control on Vesting. Upon a Change of Control, the unvested portion of any equities granted to the Employee by the Company shall immediately vest and become exercisable by the Employee. For purposes of this Agreement, a "Change in Control" shall mean the occurrence of any of the following:
Effect of Change in Control on Vesting. (A) Subject to Section 6 of this Agreement and Section 14 of the Plan, if a Change in Control occurs before the end of the Performance Period, then the Certification requirements set forth in Appendix A shall no longer apply and all PSUs shall Vest, subject to continued Employment and to all other terms and provisions of this Agreement other than the Certification conditions set forth in Appendix A, in one-third (1/3) increments over the immediately following three anniversary dates of the date of the Change in Control. The number of Shares eligible to be issued on such first, second and third anniversaries shall be one-third of that number of Shares that would have been issued if Certification had occurred at the target level (i.e., a Payout Percentage of 100%).
Effect of Change in Control on Vesting. Subject to Section 6 of this Agreement and Section 14 of the Plan, upon a “Termination Without Cause” or a termination of Employment in connection with a “Resignation for Good Reason” (each as defined in Paragraph 3(h)), in each case that occurs subsequent to the date of a Change in Control (as defined in Paragraph 6(a)), all RSUs shall become fully Vested. Prior to any such event, the RSUs shall continue to Vest as provided in Paragraph 2(a).
Effect of Change in Control on Vesting. Notwithstanding any other provision of this Agreement, but subject to Section 6 of this Agreement and Section 13 of the Plan, upon death, Disability, Termination Without Cause, BUD or Retirement, in each case that follows a Change in Control, or (A) for an Executive Group Employee, upon a "Resignation for Good Reason" (as defined in Paragraph 3(h)) or (B) for an Employee other than an Executive Group Employee, upon a "Resignation due to Constructive Termination" (as defined in Paragraph 3(h)), in each case, that follows a Change in Control, the One-Year Holding Period shall lapse (to the extent not previously satisfied) and all RSUs then held by Employee shall Vest.
Effect of Change in Control on Vesting. (a) In the event of a Change in Control (as defined below), all unvested Options shall vest and become exercisable as of the date of the Change in Control, and remain exercisable subject to the provisions of Section 5 above.
Effect of Change in Control on Vesting. If a Qualifying Change in Control (as such term is defined in Exhibit 3) occurs while the Participant is an employee of the Company and the Participant is not offered continued employment with the Company (or the acquiring or resulting entity as a result of such Qualifying Change in Control) following the consummation of such Qualifying Change in Control, the Option, to the extent then outstanding and not vested, shall become fully vested upon (or to the extent appropriate to give effect to such accelerated vesting, immediately prior to) such Qualifying Change in Control. If, however, a Change in Control (as defined in Exhibit 3) occurs and the prior sentence does not apply, the Option, to the extent then outstanding and not vested, shall become vested as to an additional portion of the Option such that 50% of the total number of shares then subject to the Option that have not yet become vested as of such Change in Control shall become vested upon (or to the extent appropriate to give effect to such accelerated vesting, immediately prior to) such Change in Control.
Effect of Change in Control on Vesting. (a) In the event of a Change in Control, all unvested RSUs granted under this Agreement will become fully vested as of the effective date of the Change in Control if (i) the Participant was in Continuous Service immediately prior to the Change in Control and (ii) the Participant remains in Continuous Service through the date which is six (6) months after the effective date of the Change in Control. In the event that the Participant’s Continuous Service is terminated (other than for Cause) by the Company in anticipation of a Change in Control or within six (6) months after the effective date of a Change in Control, all unvested RSUs granted under this Agreement will become fully vested as of the Participant’s termination date. The determination of whether the Participant’s Continuous Service is terminated by the Company in anticipation of a Change in Control shall be made by the Company in its sole discretion.
Effect of Change in Control on Vesting. Subject to Section 6 of this Agreement and Section 14 of the Plan, upon death, Disability, "Termination Without Cause" (as defined in Paragraph 3(h)), BUD, Retirement, or RIF, in each case that follows a Change in Control, or, for an Executive Group Employee only (as explained in the Preamble to this Agreement), upon a termination of Employment in connection with a "Resignation for Good Reason" (as defined in Paragraph 3(h)) that follows a Change in Control, all RSUs that have not yet Vested shall Vest.
Effect of Change in Control on Vesting. Upon a Change of Control, -------------------------------------- an additional 50% percent of the unvested portion of the Option shall immediately vest and become exercisable by the Employee. In the event that, within one year following such Change of Control, Employee's employment is terminated without Cause, or after one year, Employee resigns his employment, all of Employee's theretofore unvested and unexercisable stock options (including, but not limited to, the stock options set forth in this Agreement) shall become vested and exercisable immediately. For purposes of this Agreement, a "Change in Control" shall mean the occurrence of any of the following:
