Equity Replacement Awards Clause Samples

Equity Replacement Awards. As soon as administratively practicable after the Closing Date, Buyer shall grant to each Transferred Employee who holds a Seller Equity Award that is unvested (in whole or in part) as of the Closing Date, an award of cash or equity granted under Buyer’s equity-based compensation plan, in each case that has an Equivalent Value to the unvested portion of the Seller Equity Award (a “Replacement Award”). For purposes of this Section 9.7(l), “Equivalent Value” shall be the product of the per share closing price of a share of Seller Common Stock on the last business day prior to the Closing Date multiplied by the number of shares of Seller Common Stock subject to such Seller Equity Award, which in the case of performance-based awards shall assume the achievement of the applicable performance conditions at the greater of the target level of performance or the actual level of performance through the Closing Date (as reasonably determined by Seller in good faith). The Replacement Award shall vest and become payable on a vesting schedule that is no less favorable to the Transferred Employee than that which applied to the Seller Equity Award, including accelerated vesting upon a termination of the Transferred Employee’s employment by Buyer or one of its Affiliates without Cause or the Transferred Employee’s resignation for Good Reason, in either case within twenty-four (24) months after the Closing Date, or the Transferred Employee’s death, disability or retirement (as set forth in the documentation relating to the Seller Equity Award, and with the definitions of “Cause” set forth in the documentation relating to the Seller Equity Award and “Good Reason” as defined herein). For purposes hereof, “Good Reason” shall mean the occurrence of, without the Transferred Employee’s written consent, (i) a material diminution in the Transferred Employee’s authority, duties or responsibilities with the Buyer and its Affiliates as in effect immediately following the Closing Date, (ii) a material diminution in the authority, duties or responsibilities of the person at the Buyer and its Affiliates to whom the Transferred Employee is required to report as in effect immediately following the Closing Date; (iii) a reduction in the Transferred Employee’s rate of base salary, target annual bonus, target long-term incentive opportunity or retirement, welfare or other benefits as in effect immediately following the Closing Date (other than a reduction in retirement, welfare or other benef...