Common use of Impact of a Change in Control on Equity Compensation Awards Clause in Contracts

Impact of a Change in Control on Equity Compensation Awards. In the event of a Qualifying Termination, notwithstanding any provision to the contrary (other than any such provision that expressly provides that this Section 3 of this Agreement does not apply (which provision shall be given full force and effect)) 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 2015 Omnibus Incentive Compensation Plan or any successor plan) or any award agreements thereunder and subject to the occurrence of the Release Effective Date, (a) all outstanding stock options, stock appreciation rights 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) unless otherwise specified in the Grant Agreement, 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 greater of (i) the projected actual performance through the date of the Qualifying Termination (as determined by the Compensation Committee in its sole discretion) and (ii) target 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. For the avoidance of doubt, this Section 3 shall not apply to performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3, for which any acceleration will be solely in accordance with the award agreements evidencing such units.

Impact of a Change in Control on Equity Compensation Awards. In the event of a Qualifying Termination, notwithstanding any provision to the contrary (other than any such provision that expressly provides that this Section 3 of this Agreement does not apply (which provision shall be given full force and effect)) in any of the Company's ’s equity-based, equity­ equity-related or other long-term incentive compensation plans, practices, policies and programs (including the Company's 2015 ’s 2010 Omnibus Incentive Compensation Plan or any successor planPlan) or any award agreements thereunder and subject to the occurrence of the Release Effective Date, (a) all outstanding stock options, stock appreciation rights 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) unless otherwise specified in the Grant Agreement, 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 greater of (i) the projected actual performance through the date of the Qualifying Termination (as determined by the Compensation Committee in its sole discretion) and (ii) target 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. For the avoidance of doubt, this Section 3 shall not apply to performance units granted after under the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3Company’s Key Senior Talent Equity Performance Program (KSTEPP), for which any acceleration will be solely in accordance with the award agreements evidencing such units).

Impact of a Change in Control on Equity Compensation Awards. In the event of a Qualifying Termination, notwithstanding any provision to the contrary (other than any such provision that expressly provides that this Section 3 of this Agreement does not apply (which provision shall be given full force and effect)) in any of the Company's ’s equity-based, equity­ equity-related or other long-term incentive compensation plans, practices, policies and programs (including the Company's 2015 ’s 2010 Omnibus Incentive Compensation Plan or any successor planPlan) or any award agreements thereunder and subject to the occurrence of the Release Effective Date, (a) all outstanding stock options, stock appreciation rights 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) unless otherwise specified in the Grant Agreement, 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 greater of (i) the projected actual performance through the date of the Qualifying Termination (as determined by the Compensation Committee in its sole discretion) and (ii) target 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. For the avoidance of doubt, this Section 3 shall not apply to performance units granted after under the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3Company’s Key Senior Talent Equity Performance Program (KSTEPP), for which any acceleration will be solely in accordance with the award agreements evidencing such units.

Impact of a Change in Control on Equity Compensation Awards. In the event of a Qualifying Termination, notwithstanding any provision to the contrary (other than any such provision that expressly provides that this Section 3 of this Agreement does not apply (which provision shall be given full force and effect)) 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 2015 Omnibus Incentive Compensation Plan or any successor planPlan) or any award agreements thereunder and subject to the occurrence of the Release Effective Date, (a) all outstanding stock options, stock appreciation rights 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) unless otherwise specified in the Grant Agreement, 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 greater of (i) the projected actual performance through the date of the Qualifying Termination (as determined by the Compensation Committee in its sole discretion) and (ii) target 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. For the avoidance of doubt, this Section 3 shall not apply to performance units granted after the Effective Date under an executive performance equity plan that by its byits explicit terms in not subject to this Section 3, for which any acceleration will be solely in accordance with the award agreements evidencing such units.

Impact of a Change in Control on Equity Compensation Awards. In Effective as of any Change in Control Date during the event term of a Qualifying Terminationthis Agreement, notwithstanding any provision to the contrary (other than any such provision that expressly provides that this Section 3 of this Agreement does not apply (which provision shall be given full force and effect)) 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 2015 Omnibus ’s Equity Incentive Compensation Plan or any successor plan) or any award agreements thereunder and subject to the occurrence of the Release Effective DatePlans, (aA) all outstanding stock options, stock appreciation rights 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) unless otherwise specified in the Grant Agreement, 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 (including restricted stock units granted pursuant to any Strategic Leadership Awards (if any)) shall automatically become fully vested and be deemed to have been earned at a deemed performance level equal to the greater of (i) the projected actual performance through the date of the Qualifying Termination (as determined by the Compensation Committee in its sole discretion) and (ii) target performance level with respect level, provided that any service-based vesting requirements applicable to such awards shall remain in effect and shall only lapse, subject to Section 4, in accordance with the terms of the applicable award as in effect on the Change in Control Date and (cB) all other in the event that any outstanding equity-basedstock options, equity-related and long-term incentive awardsstock appreciation rights, to the extent not covered by the foregoing clause (a) restricted shares, restricted stock units or (b), similar awards then held by the Executive that are then unexercisable or unvested are not assumed, rolled-over, exchanged or subject otherwise continued in connection with the Change in Control on a basis equivalent to restrictions or forfeiture that immediately prior to the Change in Control Date, such rights and awards shall automatically become and immediately be fully vested vested, exercisable or settled, as applicable; provided that, in the event that any such award constitutes “deferred compensation” (within the meaning of Section 409A) and all restrictions and forfeiture provisions related thereto shall lapse. For the avoidance exercise, payment or settlement of doubt, such award pursuant to this Section 3 would result in the imposition of additional taxes or penalties under Section 409A, such award shall automatically and immediately cease to be forfeitable but shall not apply to performance units granted after be exercisable, payable or settleable, as the Effective Date under an executive performance equity plan that case may be, until the earliest date on which such award would otherwise by its explicit terms in not subject to this Section 3exercisable, for which any acceleration will be solely payable or settleable in accordance with its terms and without the award agreements evidencing imposition of such unitsadditional taxes or penalties, all as reasonably determined in good faith by the Company.

Impact of a Change in Control on Equity Compensation Awards. In the event of a Qualifying Termination, notwithstanding any provision to the contrary (other than any such provision that expressly provides that this Section 3 of this Agreement does not apply (which provision shall be given full force and effect)) in any of the Company's ’s equity-based, equity­ equity-related or other long-term incentive compensation plans, practices, policies and programs (including the Company's ’s 2015 Omnibus Incentive Compensation Plan or any successor planPlan) or any award agreements thereunder and subject to the occurrence of the Release Effective Date, (a) all outstanding stock options, stock appreciation rights 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) unless otherwise specified in the Grant Agreement, 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 greater of (i) the projected actual performance through the date of the Qualifying Termination (as determined by the Compensation Committee in its sole discretion) and (ii) target 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. For the avoidance of doubt, this Section 3 shall not apply to performance units granted after First Solar, Inc. under the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3Company’s Key Senior Talent Equity Performance Program (KSTEPP), for which any acceleration will be solely in accordance with the award agreements evidencing such units).

Impact of a Change in Control on Equity Compensation Awards. In the event of a Qualifying Termination, notwithstanding any provision to the contrary (other than any such provision that expressly provides that this Section 3 of this Agreement does not apply (which provision shall be given full force and effect)) in any of the Company's ’s equity-based, equity­ equity-related or other long-term incentive compensation plans, practices, policies and programs (including the Company's 2015 ’s 2010 Omnibus Incentive Compensation Plan or any successor planPlan) or any award agreements thereunder and subject to the occurrence of the Release Effective Date, (a) all outstanding stock options, stock appreciation rights 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) unless otherwise specified in the Grant Agreement, 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 greater of (i) the projected actual performance through the date of the Qualifying Termination (as determined by the Compensation Committee in its sole discretion) and (ii) target 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. For the avoidance of doubt, this Section 3 shall not apply to performance units granted after under the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3Company’s Key Senior Talent Equity Performance Program (KSTEPP), for which any acceleration will be solely in accordance with the award agreements evidencing such units. SECTION 4.

Impact of a Change in Control on Equity Compensation Awards. In the event of a Qualifying Termination, notwithstanding any provision to the contrary (other than any such provision that expressly provides that this Section 3 of this Agreement does not apply (which provision shall be given full force and effect)) in any of the Company's ’s equity-based, equity­ equity-related or other long-term incentive compensation plans, practices, policies and programs (including the Company's ’s 2015 Omnibus Incentive Compensation Plan or any successor planPlan) or any award agreements thereunder and subject to the occurrence of the Release Effective Date, (a) all outstanding stock options, stock appreciation rights 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) unless otherwise specified in the Grant Agreement, 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 greater of (i) the projected actual performance through the date of the Qualifying Termination (as determined by the Compensation Committee in its sole discretion) and (ii) target 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. For the avoidance of doubt, this Section 3 shall not apply to any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in is not subject to this Section 3, for which any acceleration will be solely as provided in accordance with the award agreements agreement evidencing such units.