Common use of Miscellaneous Award Terms Clause in Contracts

Miscellaneous Award Terms. After the Distribution Date, Adjusted Merck Awards, regardless of by whom held, shall be settled by Merck, and Organon Awards, regardless of by whom held, shall be settled by Organon. Except as otherwise provided in this Agreement, with respect to grants described in this Section 6.01, no Transferred Employee (other than a Post-Distribution Organon Employee) shall be treated as having incurred a termination of employment or separation from service with respect to any Merck Award solely by reason of his or her transfer of employment. Following the Distribution Date, for any award adjusted or otherwise received in accordance with this Section 6.01, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or Merck Stock Program applicable to such award (A) with respect to Adjusted Merck Awards, shall be deemed to refer to a “change in control,” “change of control” or similar defined term as set forth in the applicable award agreement, employment agreement or Merck Stock Program (a “Merck Change of Control”) and (B) with respect to Organon Awards, shall be deemed to refer to a “change in control,” “change of control” or similar defined term as set forth in the Organon Equity Plan (a “Organon Change of Control”). The Distribution shall not, in and of itself, be treated as either a Merck Change of Control or an Organon Change of Control.

Appears in 3 contracts

Samples: Employee Matters Agreement (Organon & Co.), Employee Matters Agreement (Organon & Co.), Employee Matters Agreement (Organon & Co.)

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