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.
(B) Notwithstanding the above, upon a “Termination Without Cause” or a termination of Employment in connection with a “Resignation for Good Reason” (each as defined in Paragraph 3(i)) following a Change in Control, all RSUs that have not otherwise been forfeited under this Agreement shall become fully Vested.
(C) A Retirement that occurs after a Change in Control and is the result of a termination by the Company that constitutes a Termination Without Cause shall cause full Vesting as provided in Subparagraph 3(c)(ii)(B). A Retirement due to a voluntary resignation occurring after a Change in Control shall only cause a pro rata portion of the number of RSUs that would have Vested on the next anniversary date of the Change in Control to Vest as of the date of such Retirement. The pro rata amount shall be the number of RSUs that would have Vested on such anniversary date, divided by twelve, multiplied by the number of calendar months between the preceding Change in Control anniversary date, or if none, the Change in Control date, to the date of the Retirement. The remaining RSUs shall be forfeited as of such Retirement.
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. 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. (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.
(b) For purposes of this Agreement, Change in Control means:
(i) the acquisition, whether directly or indirectly, of at least fifty percent (50%) of the voting power of the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended from time to time) other than employee benefit plan (or related trust) sponsored or maintained by the Company or any of its affiliates;
(ii) individuals who as of the Effective Date constitute the Board and subsequently elected members of the Board whose election is approved or recommended by at least a majority of such current members or their successors whose election was so approved or recommended, cease for any reason to constitute at least a majority of such Board.
(iii) Consummation of (A) a merger, reorganization or consolidation with respect to which the individuals and entities who were the respective beneficial owners of the Common Stock and voting securities of the Company immediately before such merger, reorganization or consolidation do not, after such merger, reorganization or consolidation, beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding common shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such merger, reorganization or consolidation, or (B) the sale or other disposition of all or substantially all of the assets of the Company; or
(iv) The Company’ s shareholders approve a plan of liquidation or dissolution of the Company.
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) 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%).
(B) Notwithstanding the above, upon death, Disability, "Termination Without Cause" (as defined in Paragraph 3(i)), 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(i)) that follows a Change in Control, all PSUs (at a Payout Percentage of 100%) shall become fully Vested.
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. Upon a Change of Control, -------------------------------------- the unvested portion of the Option shall immediately vest and become exercisable by the Executive. 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) 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.
(b) For purposes of this Agreement, the term “Change in Control” means the occurrence of any one of the following events:
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.
