Other Change in Control. In the event of a Change in Control that does not involve a Corporate Transaction, if within twenty-four (24) months after the Change in Control a Participant experiences an involuntary termination of employment for reasons other than Cause, or terminates his or her employment for Good Reason, then (i) outstanding Option and SAR Awards issued to the Participant that are not yet fully exercisable shall immediately become fully vested and exercisable and shall remain exercisable for one year following the Participant’s termination of employment, (ii) any Stock Awards that are not yet fully vested shall immediately vest in full, and (iii) to the extent vesting of any Award is subject to satisfaction of specified performance goals, such Award shall be deemed “fully vested” for purposes of this Section 11(b) at the greater of target level of performance or actual level of performance (if determinable) and the vested portion of the Award at that level of performance is proportionate to the portion of the performance period that has occurred up to the date of such Participant’s termination of employment.
Other Change in Control a Restricted Share Unit vests if a Replacement Award is not provided following certain Change in Control events, as described in the Plan. In such case, if the Change in Control qualifies as a “change in control event” within the meaning of Treas. Reg. § 1.409A-3(i)(5), the vested Restricted Share Unit will be paid to the Participant within 30 days following the Change in Control. If the Change in Control does not so qualify, the vested Restricted Share Unit will be paid to the Participant on the original stated vesting dates set forth in paragraph 2. For the avoidance of doubt, no acceleration of the vesting of the Restricted Share Units shall occur in connection with the Closing of the transactions contemplated in the Apollo Merger Agreement and instead a Replacement Award shall be provided in accordance with paragraph 4(b)(i) above.
Other Change in Control. If the Merger Agreement is terminated pursuant to its terms, upon a Change in Control (other than the Merger) prior to the vesting of all of the RSUs hereunder, all of the unvested RSUs shall vest immediately and shall no longer be subject to cancellation pursuant to Section 6 or the transfer restrictions set forth in Section 9 hereof. Notwithstanding any relevant provision in an applicable written employment agreement between the Participant and the Company that provides for vesting of all equity awards in such a situation, the exact number of Performance-Based RSUs that will vest and subsequently be delivered upon settlement will be calculated assuming maximum performance was achieved (i.e., 200% of the Target Performance Award).
Other Change in Control. Upon a Change in Control following the fourth anniversary of the Commencement Date, in the event that it would be economically advantageous for Xxxxxx, the Parachute Payments shall be reduced by an amount that results in the receipt by Xxxxxx on an after-tax basis (including the applicable federal, state and local income taxes, and the excise tax imposed by Section 4999 of the Code) of the greatest total Parachute Payments.
Other Change in Control. If a Change in Control has occurred in respect of which the Company did not take any action to consummate or finalize, the offer required by Section 4.6(b) shall be given not later than five (5) days after a Senior Officer obtains knowledge of such Change in Control.
