SPECIAL ACCELERATION. To the extent the Option is assumed in connection with a Change in Control or otherwise continued in effect or replaced with a substitute option, the Option (or such substitute option) shall not accelerate to any extent upon the occurrence of that Change in Control, and the Option (or such substitute option) shall accordingly continue, over Optionee’s period of Service after the Change in Control, to become exercisable for the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, upon termination of Optionee’s status as an Employee of the Corporation for any reason other than for Misconduct as such term is defined in Optionee’s offer letter dated September 17, 2003 (the “Offer Letter”) or upon Optionee’s Constructive Termination (as defined in the Offer Letter) within twelve (12) months following such a Change in Control, then fifty percent (50%) of the unvested shares under such Option (or such substitute option), shall automatically accelerate and such Option (or substitute option) may be exercised for any or all of those accelerated Option Shares (or other securities) as fully-vested shares, together with any other Option Shares (or other securities) for which the Option has already become vested and exercisable in accordance with the normal Vesting Schedule.
SPECIAL ACCELERATION. (a) Notwithstanding the foregoing, if, on any Exchange Property Adjustment Date (which will be deemed to include, for purposes of the provisions relating to Special Accelerations, any date on which an Exchange Security ceases to be a Marketable Security, if such cessation does not arise as a result of a Dilution Event or Reorganization Event) occurring prior to the sixth Business Day before the first Trading Day in the Observation Period, after giving effect to the Exchange Property adjustment required as of such date, if any, the percentage (“Non-Marketable Securities Percentage”) obtained by dividing (1) the aggregate Then-Current Value of the items of Exchange Property included in one Exchange Property Unit other than Marketable Securities (such items, the “Non-Marketable Securities Exchange Property”) by (2) the aggregate Then-Current Value of all the items of Exchange Property included in one Exchange Property Unit, each determined as of the Exchange Property Adjustment Date, equals or exceeds 20 percent, then delivery of the Non-Marketable Securities Exchange Property by Shareholder under this Agreement will be accelerated in accordance with this Section 6.3 (such acceleration, a “Special Acceleration”). For the purposes of the below, “Make-Whole Non-Marketable Securities Exchange Property” for any Special Acceleration in respect of each Trust Security means the amount of Non-Marketable Securities Exchange Property equal to the aggregate of the products, for each type of Non-Marketable Securities Exchange Property that is the subject of such Special Acceleration included in one Exchange Property Unit, of (x) the number of units or amount of each such item of Non-Marketable Securities Exchange Property (or, in the case of cash, the amount of such cash) included in one Exchange Property Unit and (y) the applicable Make-Whole Exchange Property Rate. Notwithstanding anything to the contrary herein, for purposes of determining the Non-Marketable Securities Percentage, if, in connection with a Tax Event, cash, securities or other property is issued or distributed in respect of, or received in exchange for, any Exchange Security (such cash, security or other property, a “Tax Event Security”), and Shareholder fails to satisfy a Reimbursement Obligation in respect of the Tax Event Security, the Tax Event Security shall be deemed to be Non-Marketable Securities Exchange Property.
(b) Upon any Special Acceleration, no later than the Special Acceleration Date, P...
SPECIAL ACCELERATION. No accelerated vesting of the Shares shall occur upon a Change in Control, and the forfeiture provision of Paragraph C of the Issuance Agreement shall remain outstanding in accordance with the provisions of the Issuance Agreement and shall be assigned to any successor entity in the Change in Control transaction. The Participant shall, over Participant’s period of Service following the Change in Control, continue to vest in the Shares in one or more installments in accordance with the provisions of the Issuance Agreement.
SPECIAL ACCELERATION. To the extent, in connection with a Change in Control, the Option is assumed or replaced with a substitute option or otherwise continued in effect, the Option (or such substitute option) shall not have any vesting acceleration to any extent upon the occurrence of that Change in Control, and the Option (or such substitute option) shall accordingly continue, over Optionee’s period of Service after the Change in Control, to become vested and exercisable for the Option Shares in one or more installments in accordance with the provisions of the Option Agreement.
SPECIAL ACCELERATION. The awards described in Section 4(c)(i) will vest and/or become exercisable in accordance with the Company’s customary terms. However, to the extent more favorable to you (except as described for “Cause”) and to the extent that there is no termination of options or other awards for reasons provided in the Company’s 2008 Equity Compensation Plan, the following terms will also apply, subject, where applicable, to Sections 6(f) (requiring a release) and 7 (relating to Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”)):
a) The vesting and exercisability of awards will be accelerated on death or disability (as the latter is determined under Section 6(c) and except to the extent acceleration would trigger taxes under Section 409A). Notwithstanding the foregoing, any performance-based awards will require satisfaction of the applicable performance objectives but will not be prorated for partial years or periods of service.
b) On a termination by the Company without Cause, your Retirement, or your ceasing to be employed for any reason (other than Cause) after the Extended Term any performance-based awards will require satisfaction of the applicable performance objectives but will not be prorated for partial years or periods of service.
c) Your resignation before the end of the Extended Term, other than through Retirement, will cause unvested awards to be forfeited.
d) Termination for Cause will cause forfeiture of vested and unvested awards.
e) Vesting, acceleration, and other compensation may be delayed or eliminated if you would be subject to a golden parachute tax (under Code Section 4999), as set forth on Exhibit A to this Agreement.
SPECIAL ACCELERATION. Notwithstanding any other provisions of this Exhibit A, a special acceleration ("Special Acceleration") of the Option shall occur with the effect set forth in paragraph 8(b) of this Exhibit A at any time when any one of the following events has taken place:
(i) The shareholders of the Company approve one of the following ("Approved Transactions") and either (x) the Approved Transaction is consummated or (y) the Company determines that consummation of the Approved Transaction is likely and establishes an option exercise period in connection with the consummation of the Approved Transaction:
(1) Any consolidation, merger or plan of exchange involving the Company ("Merger") in which the Company is not the continuing or surviving corporation or pursuant to which Common Shares of the Company would be converted into cash, securities or other property, other than a Merger involving the Company in which the holders of Common Shares immediately prior to the Merger have the same proportionate ownership of Common Shares of the surviving corporation after the Merger; or
(2) Any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company or the adoption of any plan or proposal for the liquidation or dissolution of the Company; or
(ii) A tender or exchange offer, other than one made by the Company, is made for Common Shares (or securities convertible into Common Shares) and such offer results in a portion of those securities being purchased and the offeror after the consummation of the offer is the beneficial owner (as determined pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), directly or indirectly, of at least 20 percent of the outstanding Common Shares; or
(iii) During any period of 12 months or less, individuals who at the beginning of such period constituted a majority of the Board of Directors cease for any reason to constitute a majority thereof unless the nomination or election of such new directors was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. The terms used in this paragraph 8 and not defined elsewhere in this Exhibit A shall have the same meanings as such terms have in the Exchange Act and the rules and regulations adopted thereunder.
SPECIAL ACCELERATION. To the extent the Option is assumed in connection with a Change in Control or otherwise continued in effect or replaced with a substitute option, the Option (or such substitute option) shall not accelerate to any extent upon the occurrence of that Change in Control, and the Option (or such substitute option) shall accordingly continue, over Optionee's period of Service after the Change in Control, to become exercisable for the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, upon termination of Optionee's Service other than for [Misconduct/Cause] (as such term is defined in Optionee's offer letter) or upon Optionee's [Involuntary Termination/Constructive Termination] (as such term is defined in Optionee's offer letter) within twelve (12) months following a Change in Control, then the Option (or such substitute option), to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate so that the Optionee shall be credited with an additional twelve (12) months of Service for purposes of the Vesting Schedule and such Option (or substitute option) may be exercised for any or all of those accelerated Option Shares (or other securities) as fully-vested shares, together with any other Option Shares (or other securities) for which the Option has already become vested and exercisable in accordance with the normal Vesting Schedule.
SPECIAL ACCELERATION. Notwithstanding anything contained herein to the contrary, upon the payment of all amounts due to U.S. Bank National Association and the Banks from Guarantor under the terms of the Cabela’s Credit Agreement, or upon termination of that Agreement for any reason, Bank may, at its option, declare its commitments under the Loan Documents to be terminated and the Note shall thereupon be and become forthwith, due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in the Note to the contrary notwithstanding, and may, also without limitation, appropriate and apply toward the payment of any amounts due under this Agreement and the Note any indebtedness of Bank to Borrower however created or arising.
SPECIAL ACCELERATION. Upon the death or incapacity of Xxxx X. Xxxxxx, for a period of ninety (90) days after BPLP first has actual knowledge of such death or incapacity, upon notice delivered to the Owner and to Xxxxxx, BPLP shall have the right to acquire all of the remaining Development Properties (other than the Development Properties which are then subject to a Proposal Notice or a BPLP Proposal Notice) for a price equal to the aggregate Land Release Prices applicable thereto and subject to payment of the Acquisition Price for each Development Property (to be paid on the applicable Stabilization Date). The closing for such acquisition shall be on terms and conditions reasonably acceptable to the parties and similar to the terms and conditions of conveyances of Project Properties hereunder. Upon closing thereof, such Property shall no longer be subject to the terms of this Agreement.
SPECIAL ACCELERATION. Upon the occurrence of an event causing a Special Acceleration of awards as specified in paragraph VIII-1 of the GATX Corporation 1995 Long Term Incentive Stock Plan, all Phantom Restricted Stock Rights on shares of Phantom Restricted Common Stock shall immediately be exchanged for a number of shares of Common Stock equal to the number of Restricted Stock Rights on shares of Phantom Restricted Common Stock so exchanged, and all such shares of Common Stock, and dividend equivalents then held by GATX for you shall then be immediately distributed to you, free of all restrictions in exchange for your Phantom Stock Rights or Phantom Restricted Common Stock as the case may be.
