Impact of a Change in Control. Subject to Section 23.1 of the Plan, if a Participant (x) has in effect an employment, retention, Change in Control, severance or similar agreement with the Company or any Subsidiary or (y) is subject to a policy or plan of the Company or any Subsidiary that, in the case of either (x) or (y), discusses the effect of a Change in Control on a Participant’s Awards, then such agreement, plan or policy shall control. In all other cases, unless provided otherwise by the Committee prior to the date of the Change in Control, in the event of a Change in Control:
Impact of a Change in Control. Unless provided otherwise by the Committee prior to the date of the Change in Control, in the event of a Change in Control of the Company:
Impact of a Change in Control. In the event of a Change in Control of the Company, the Participant shall be entitled to be paid a pro rata Award, as determined under this subparagraph (c). The pro rata Award shall equal the product of (x) and (y) where (x) is the Award the Participant would have earned based on Target performance and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the Performance Period (with any partial month counting as a full month for this purpose) and the denominator of which is the number of months in the Performance Period. Any payments shall be made as soon as is practical following such payment determination but no later than the fifteenth (15th) day of the third month following the end of the quarterly reporting period that includes the date of the occurrence of a Change in Control.
Impact of a Change in Control. If a Change in Control occurs during the Performance Period and prior to the Participant’s Termination of Service, then the number of PRSUs that will be eligible to become vested under the Award as a result of the Change in Control, if any, shall be determined based on the Change in Control Price. If the Change in Control Price is equal to or greater than $ , $ or $ , the Threshold Goal, Target Goal or Maximum Goal, respectively, shall be deemed achieved, and as of immediately prior to, but subject to the effectiveness of, such Change in Control, the applicable Threshold, Target or Maximum PRSUs will vest (provided that if the Change in Control Price falls in between any two of the $ , $ or $ prices, the number of PRSUs that vest will be determined by straight line interpolation between the Threshold PRSUs and Target PRSUs (in the case of a Change in Control Price above $ and below $ ) or Target PRSUs and Maximum PRSUs (in the case of a Change in Control Price above $ and below $ ) as applicable), in each case reduced by any PRSUs that previously vested under the Award. For example, if the Change in Control Price is $ per share, and the Threshold Performance Goal had previously been achieved, then a number of PRSUs equal to ________% of the Target PRSUs (derived using straight line interpolation between Target PRSUs and Maximum PRSUs), reduced by the Threshold PRSUs that previously vested prior to such Change in Control, shall become vested as of immediately prior to such Change in Control. Any PRSUs that do not become vested as of the Change in Control (after giving effect to the foregoing provisions of this Section 3) shall automatically terminate and be forfeited, without the payment of any consideration to Participant, as of the effective time of the Change in Control. The provisions of this Section 3 shall govern the terms of the Award upon a Change in Control in lieu of the provision of Section 11 of the Plan.
Impact of a Change in Control. Unless provided otherwise by the Committee prior to the date of the Change in Control, in the event of a Change in Control of the Company: (1) If a Successor so agrees, some or all outstanding Awards shall be assumed, or replaced with the same type of award with similar terms and conditions, by a Successor in the Change in Control transaction. If applicable, each Award that is assumed by a Successor shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities that would have been issuable to a Participant upon the consummation of such Change in Control had the Award been earned immediately prior to such Change in Control, and other appropriate adjustments in the terms and conditions of the Award shall be made. Upon the termination of a Participant’s employment with a Successor in connection with or within twenty-four (24) months following the Change in Control for any reason other than an involuntary termination by a Successor for Cause or a voluntary termination by the Participant without Good Reason, all of the Participant’s Awards that are in effect as of the date of such termination shall be deemed earned in full (assuming the Target performance goals provided under such Award were met) effective on the date of such termination. (2) To the extent a Successor in the Change in Control transaction does not assume the Awards or issue replacement awards as provided in Section 7(c)(1), then immediately prior to the date of the Change in Control all such Awards that are then held by Participants shall be cancelled in exchange for the right to receive the following: (a) For all Performance Shares that are earned but not yet paid, a cash payment equal to the value of the Performance Shares; and (b) For all Performance Shares for which the Performance Period has not expired, a cash payment equal to the product of (x) and (y) where (x) is the Award the Participant would have earned based on Target performance and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the Performance Period (with any partial month counting as a full month for this purpose) and the denominator of which is the number of months in the Performance Period. Any payments shall be made as soon as is practical following such payment determination but no later than the fifteenth (15th) day of the third month following the end of the quarterly reporting per...
Impact of a Change in Control. In the event of a Change in Control of the Company, the Participant shall be entitled to be paid a pro rata award, as determined under this subparagraph (c). The pro rata award shall be equal to the product of (x) and (y), where (x) is the Award the Participant would have earned based on actual performance measured as of the end of the quarterly reporting period that includes the occurrence of the Change in Control and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the Performance Period (with any partial month counting as a full month for this purpose) prior to the occurrence of the Change in Control, and the denominator of which is the number of months in the Performance Period. Any payouts shall be made as soon as is practical following such payout determination but no later than the the fifteenth (15th) day of the third month following the end of the quarterly reporting period that includes the date of the occurrence of a Change in Control.
Impact of a Change in Control. (a) Effective as of any Change in Control Date during the term of this Agreement, notwithstanding any provision to the contrary in any of the Company’s equity-based, equity-related or other long-term incentive compensation plans, practices, policies and programs (including the Company’s 1997 Stock Option Plan) or any award agreements thereunder, (a) all outstanding stock options, stock appreciation rights, restricted shares and similar rights and awards then held by the Executive that are unexercisable or otherwise unvested shall automatically become fully vested and immediately exercisable, as the case may be, (b) all outstanding equity-based, equity-related and other long-term incentive awards then held by the Executive that are subject to performance-based vesting criteria shall automatically become fully vested and earned at a deemed performance level equal to the maximum performance level with respect to such awards and (c) all other outstanding equity-based, equity-related and long-term incentive awards, to the extent not covered by the foregoing clause (a) or (b), then held by the Executive that are unvested or subject to restrictions or forfeiture shall automatically become fully vested and all restrictions and forfeiture provisions related thereto shall lapse.
Impact of a Change in Control. If a Change in Control occurs during the Performance Period and prior to the Participant’s Termination of Service, then the number of PRSUs that will be eligible to become vested under the Award as a result of the Change in Control, if any, shall be determined based on the Change in Control Price. If the Change in Control Price is equal to or greater than $67.50 or $75, the Target Goal or Maximum Goal, respectively, shall be deemed achieved, and as of immediately prior to, but subject to the effectiveness of, such Change in Control, the applicable Target PRSUs or Maximum PRSUs will vest (provided that if the Change in Control Price falls in between the $67.50 or $75 prices, the number of PRSUs that vest will be determined by straight line interpolation between the Target PRSUs and Maximum PRSUs, reduced by any PRSUs that previously vested under the Award. For example, if the Change in Control Price is $71.25 per share, , then a number of PRSUs equal to 150% of the Target PRSUs (derived using straight line interpolation between Target PRSUs and Maximum PRSUs) shall become vested as of immediately prior to such Change in Control. Any PRSUs that do not become vested as of the Change in Control (after giving effect to the foregoing provisions of this Section 3) shall automatically terminate and be forfeited, without the payment of any consideration to Participant, as of the effective time of the Change in Control. The provisions of this Section 3 shall govern the terms of the Award upon a Change in Control in lieu of the provision of Section 11 of the Plan.
