Impact of Change of Control. If a Change of Control (as defined in Section 9 of this Agreement) occurs, the Option will become immediately exercisable in full and will, notwithstanding the provisions of Section 3.2 hereof, remain exercisable until the Time of Option Termination, regardless of whether the Optionee remains in the employ of the Company or any Subsidiary. In addition, if a Change of Control of the Company occurs, the Committee, in its sole discretion and without the consent of the Optionee, may determine that the Optionee will receive, with respect to some or all of the Option (and in satisfaction of the applicable portion of the Option), as of the effective date of any such Change of Control of the Company, cash in an amount equal to the excess of the Fair Market Value (as defined in the Plan) of the applicable Option Shares immediately prior to the effective date of such Change of Control of the Company over the Option Exercise Price per share of the Option.
Impact of Change of Control. In the event of a Change of Control, the provisions of this Section 7 shall apply:
Impact of Change of Control. Upon a Change of Control, (i) all outstanding Class B Time Units and Class C Time Units that are Unvested Units shall become Vested Units, (ii) all outstanding Unvested Class B Performance Units and Unvested Class C Performance Units that were previously converted to a time vesting schedule pursuant to Section 3.8.3 shall become Vested Units, (iii) all outstanding Unvested Class B Performance Units and Unvested Class C Performance Units that were not previously converted to a time vesting schedule and that would, pursuant to Section 3.8.3, convert to a time vesting schedule upon the Change of Control, shall become Vested Units, and (iv) all other Unvested Units shall be forfeited and canceled.
Impact of Change of Control. If a Change of Control occurs, the Option will become immediately exercisable in full and will, notwithstanding the provisions of Section 3.2 hereof, remain exercisable until the Time of Option Termination, regardless of whether the Optionee remains a member of the Board of Directors of the Company. In addition, if a Change of Control occurs, the Committee, in its sole discretion and without the consent of the Optionee, may determine that the Optionee will receive, with respect to some or all of the Option (and in satisfaction of the applicable portion of the Option), as of the effective date of any such Change of Control, cash in an amount equal to the excess of the Fair Market Value of the applicable Option Shares immediately prior to the effective date of such Change of Control over the Option Exercise Price per share of the Option.
Impact of Change of Control. If Executive is terminated without Cause or he resigns for Good Reason within two years after a Change of Control, he shall be entitled to receive all compensation earned to the date of termination, including a pro rata allocation of any annual bonus to which he would have been entitled had he been employed during the entire year, plus a severance payment in the amount of 2.99 times his Base Amount (the "Severance Payment"). One-half of the Severance Payment, but not less than $1,125,000, shall be paid to the Executive to compensate him for his lost earnings during the Non-Compete Period, and such allocation shall be noted in the Company's accounting records for purposes of addressing whether any excise taxes are owed by the Company or the Executive in connection with the Severance Payment. The Company shall have the right to require that the Executive sign a complete release of the Company and its Affiliates and their officers and directors as a condition to his receipt of the Severance Payment under this paragraph or any other paragraph in this Agreement.
Impact of Change of Control. In the event of a Change of Control during (a) the 1997-1999 Performance Period or (b) the mandatory one-year deferral period following the end of the 1997-1999 Performance Period, all unvested LTI-V Units not previously forfeited shall immediately vest, and all unpaid, nonforfeited LTI-V Units shall be paid as soon as practicable in accordance with Section 4(e)(7) of the Plan.
Impact of Change of Control. Upon a Change of Control (as defined in Section 2.8 of the CME Group Inc. Amended and Restated Omnibus Stock Plan as in effect on March 31, 2010 (the “Plan”), any outstanding performance shares shall be treated as set forth in Section 10.11 of the Plan.
Impact of Change of Control. In the event of a Change of Control, if Section 4(a)(ii) applies to the Participant, the Award will become fully vested as of the later of the date of the Change of Control and such termination. For purposes of this Section 4(b)(i), the phrase “termination of employment” means a Separation from Service.
Impact of Change of Control. In the event of a Change of Control, if Section 4(a) applies to the Participant, the Performance Period will end as of the later of the date of the Change of Control and such termination, performance will be calculated as provided in Exhibit A, and payment will be made within two and one-half (2 ½) months following the later of the Change of Control or such termination; provided that payment of the Award is contingent upon the Participant’s execution, and effectiveness, of the Release and Covenants Agreement within sixty (60) days following such termination. For purposes of this Section 4(b)(i), the phrase “termination of employment” means a Separation from Service.
Impact of Change of Control. In the event of a Change in Control (as defined in Executive’s written employment agreement) prior to the payment of any applicable bonus pursuant to this Agreement, and provided that Executive remains an employee of the Company on the date of the Change in Control, the Company shall, effective as of immediately prior to the closing of such Change in Control, calculate using reasonable assumptions and determinations the appropriate pro rata payments which shall be paid immediately prior to closing of the Change in Control in an amount equal to (1) measurements for each applicable bonus under this Agreement as of day prior to closing and (2) estimates of advertising revenue growth to be determined in the sole and absolute discretion of the Board.
