Qualifying Termination Prior to a Change in Control. If the Executive has a Qualifying Termination after the Effective Date and prior to a Change in Control, then upon such Qualifying Termination the Executive shall be entitled to receive the following:
Qualifying Termination Prior to a Change in Control. If Grantee has a Qualifying Termination that occurs prior to (or more than two years after) a Change in Control and before the final Vesting Date, Grantee shall vest in a pro-rata portion of Grantee’s unvested Restricted Stock Units, with the pro-rata amount calculated by (x) multiplying the total number of Restricted Stock Units subject to this Award by a fraction with (i) a numerator equaling the number of whole calendar months that have elapsed from the Date of Grant to the date of Xxxxxxx’s Qualifying Termination, and (ii) a denominator equal to 36, and then (y) subtracting the number of Restricted Stock Units that have already vested under this Award.
Qualifying Termination Prior to a Change in Control. Notwithstanding the foregoing, and except as set forth in subsection (f) of this Section II.A.6, if Grantee ceases to be a Service Provider prior to the Settlement Date as a result of Grantee’s Qualifying Termination, Grantee shall vest in a pro-rata portion of the number of PSUs, if any, that are earned under Section II.A.2 due to the achievement of the performance measures specified in Appendix A during the performance period specified in the table above (the “Performance Period”). The pro-rata percentage of the number of PSUs to be earned and settled under Section II.A.7 shall be equal to (x) the amount determined under Section II.A.2 above at the end of the Performance Period, multiplied by (y) a fraction (not greater than 1), the numerator of which is the number of whole calendar months Grantee was employed or rendering services from the beginning of the Performance Period through the date of Grantee’s Qualifying Termination, and the denominator of which is 36.
Qualifying Termination Prior to a Change in Control. A Qualifying Termination (as defined in Subsection (a)) also occurs prior to a Change in Control if:
Qualifying Termination Prior to a Change in Control. Notwithstanding the foregoing, and except as set forth in subsection (f) of this Section II.A.6, if Grantee ceases to be a Service Provider prior to the Settlement Date as a result of Grantee’s Qualifying Termination, Grantee shall become vested on the Determination Date in a pro-rata portion of the number of PSUs, if any, that are earned under Section II.A.2 due to the achievement of the performance measures specified in Appendix A during the performance period specified in the table above (the “Performance Period”). The pro-rata percentage of the number of PSUs to be earned and settled under Section II.A.7 shall be equal to (x) the amount determined under Section II.A.2 above at the end of the Performance Period, multiplied by (y) a fraction (not greater than 1), the numerator of which is the number of whole calendar months Grantee was employed or rendering services from the beginning of the Performance Period through the date of Grantee’s Qualifying Termination, and the denominator of which is 36.
Qualifying Termination Prior to a Change in Control. If the Participant’s Date of Termination occurs prior to the Vesting Date and prior to a Change in Control due to a Qualifying Termination, then this subparagraph (b) of Section 4 shall apply and the Option shall become exercisable on and after the Vesting Date with respect to the number of Covered Shares determined as of the Vesting Date by multiplying (a) the number of Covered Shares by (b) the Performance Percentage (with such percentage converted to a number by dividing such percentage by 100) by (c) the Pro-Rata Fraction subject to the following: the Option shall not become exercisable following a Qualifying Termination if the Participant engages in any Competitive Activity prior to the Vesting Date or if the Participant fails to sign (and not revoke) a general release and waiver of all claims against the Company as required by Section 7.1 of the Severance Plan. The portion of the Option with respect to any Covered Shares which does not become exercisable as of the Vesting Date pursuant to the previous sentence shall be forfeited as of the Vesting Date. If the release is not effective within the sixty-day period required by Section 7.1 of the Severance Plan or in the event that the Participant engages in a Competitive Activity prior to the Vesting Date, the Participant shall immediately forfeit the Option with respect to all Covered Shares.
Qualifying Termination Prior to a Change in Control. Upon termination of the Participant’s Service by the Participant for Good Reason or by the Company without Cause (a “Qualifying Termination”), in each case, prior to a Change in Control, a pro-rata portion of the Performance Stock Units, based on the number of days elapsed in the Performance Period prior to the date of termination of Service, shall remain outstanding and eligible to vest in accordance with Section 2(a) (without regard to the continued Service requirement) or, if earlier, upon a Change in Control. For purposes of this Agreement, “Good Reason” [and “Cause”] shall have the meaning(s) set forth in Exhibit A of this Agreement.
Qualifying Termination Prior to a Change in Control. If the Participant’s continuous employment with the Company and its Subsidiaries is terminated without Cause or for Good Reason (each, a “Qualifying Termination”) prior to both the vesting of all RSUs granted pursuant to this Agreement and the occurrence of a Change in Control, then, if a Change in Control occurs within sixty days after such Qualifying Termination, any RSUs that are unvested as of such Qualifying Termination shall remain outstanding and eligible to vest upon the attainment of a Milestone occurring after the Qualifying Termination until the earlier to occur of the six-month anniversary of such Qualifying Termination or the fifth anniversary of the Grant Date, and shall vest as provided above upon the attainment of any Milestone during such six-month (or shorter) period, provided, that if a Milestone is attained after a Qualifying Termination and prior to a Change in Control, then vesting attributable to such Milestone shall only occur upon a subsequent Change in Control occurring within sixty days after such Qualifying Termination (rather than upon the attainment of the Milestone). Any RSUs that have not vested as of the earlier of the six-month anniversary of a Qualifying Termination occurring within sixty days prior to a Change in Control or the fifth anniversary of the Grant Date shall automatically be forfeited and canceled on the earlier such date without payment of consideration therefor. If no Change in Control occurs within sixty days after any pre-Change in Control Qualifying Termination, then any RSUs that have not vested as of the date of such Qualifying Termination shall automatically be forfeited and canceled as of the sixty-first day following such Qualifying Termination without payment of consideration therefor. For the avoidance of doubt, no vesting shall occur as a result of a Milestone occurring after a Qualifying Termination if a Change in Control does not occur within sixty days after such Qualifying Termination.
