Termination of Service; Change in Control. (a) In the event of Participant’s Termination of Service for any reason, Participant will immediately and automatically forfeit the right to receive any cash payment with respect to the Share equivalent units underlying the CRSUs that are not Vested CRSUs (the “Unvested CRSUs”) at the time of Participant’s Termination of Service, except as otherwise provided for in this Agreement. Upon forfeiture of Unvested CRSUs, the Participant will have no further rights with respect to the Unvested CRSUs.
(b) Notwithstanding anything to the contrary herein, in the event of a Change in Control, the following provisions shall apply:
(i) In the event that the Award is not continued, converted, assumed, or replaced by the successor corporation or a parent or subsidiary of the successor corporation in a Change in Control, in any case, as determined by the Administrator, any then-Unvested CRSUs shall become fully vested and non-forfeitable as of immediately prior to such Change in Control. The Administrator may condition such accelerated vesting upon Participant’s timely execution of an effective release and/or other transaction-related documents in a form or forms prescribed by the Company.
(ii) In the event of Participant’s Termination of Service by the Company without Cause or by Participant for Good Reason, in either case, within twenty-four (24) months following a Change in Control, subject to and conditioned upon Participant’s timely execution of an effective release in a form prescribed by the Administrator, any then-Unvested CRSUs shall become fully vested and non-forfeitable as of the date of such Termination of Service. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any one or more of the following conditions without Participant’s consent: (i) a material diminution of Participant’s base salary, (ii) a material diminution in Participant’s authority, duties or responsibilities, or (iii) the requirement by the Company that Participant’s principal place of employment be based more than fifty (50) miles from Participant’s primary office location; provided, further, that, a termination for Good Reason will not have occurred unless Participant gives written notice to the Company of Participant’s intention to terminate employment within thirty (30) days after the occurrence of the event constituting Good Reason, specifying in reasonable detail the circumstances constituting Good Reason, and the Company has failed within thirty (30) days after r...
Termination of Service; Change in Control. 4.1 The vesting schedule above notwithstanding, if the Participant’s service terminates for any reason at any time before all of the Restricted Stock Units have vested, the Participant’s unvested Restricted Stock Units shall be automatically forfeited upon such termination of service and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement.
4.2 Notwithstanding any provision of this Agreement or the Plan to the contrary, upon the occurrence of a Change in Control, any Restricted Period in effect on the date of the Change in Control shall expire as of such date and any unvested Restricted Stock Units shall vest.
Termination of Service; Change in Control. (a) If the Recipient’s service as a Trustee terminates due to the Recipient’s death, then the shares of Restricted Stock shall become vested as of the date of the termination of the Recipient’s service with the Company on a pro rata basis, determined based on (x) the number of days that have elapsed from the Grant Date through the date the Recipient ceases to be a Trustee of the Company, compared to (y) the total number of days during the period commencing on the Grant Date and ending on the fourth anniversary of the Grant Date. Notwithstanding the foregoing, if, within twelve (12) months after a Change in Control in which the shares of Restricted Stock are assumed by the acquirer or surviving entity in the Change in Control transaction, the Recipient dies or is no longer Chairman of the Board, then the shares of Restricted Stock shall become fully vested as of the date of the Recipient’s death or the date the Recipient is no longer Chairman of the Board, as applicable.
(b) If a Change in Control occurs prior to the fourth anniversary of the Grant Date and while the Recipient is a Trustee of the Company, and the shares of Restricted Stock are not assumed by the acquirer or surviving entity in the Change in Control transaction, then the Recipient’s shares of Unvested Stock shall become fully vested as of the date of the Change in Control.
Termination of Service; Change in Control. (a) In the event of Participant’s Termination of Service for any reason, the RSUs will immediately and automatically be cancelled and forfeited as to any portion that is not vested as of the date of the Participant’s Termination of Service.
(b) Notwithstanding anything to the contrary herein, if Participant’s Termination of Service occurs by reason of Participant’s death or Disability, in each case, prior to the Vesting Date, subject to and conditioned upon Participant’s (or Participant’s guardian or estate as applicable) timely execution of an effective release in a form prescribed by the Administrator, a pro-rata portion of the RSUs subject to this Award multiplied by a fraction, the numerator of which is the number of days elapsed between the Grant Date and the date of Participant’s Termination of Service and the denominator of which is three hundred sixty-six (366) days (rounded up to the next whole Share), shall become fully vested and non-forfeitable as of the date of such Termination of Service and any remaining unvested RSUs shall immediately and automatically be forfeited effective as of such Termination of Service.
(c) Notwithstanding anything to the contrary herein, in the event of a Change in Control any then unvested RSUs shall become fully vested and non-forfeitable as of immediately prior to such Change in Control. The Administrator may condition such accelerated vesting upon Participant’s timely execution of an effective release and/or other transaction-related documents in a form or forms prescribed by the Company.
Termination of Service; Change in Control. (a) Notwithstanding anything to the contrary in Section 1.2, if Participant’s Termination of Service occurs by reason of death or Disability prior to the end of the Performance Period, subject to and conditioned upon Participant’s (or Participant’s guardian or estate, as applicable) timely execution of an effective release in a form prescribed by the Administrator, the RSUs shall remain outstanding following Participant’s Termination of Service and Participant shall be eligible to earn the number of RSUs that would have been earned based on actual performance through the end of the Performance Period, as determined and certified by the Committee on the Determination Date, had no Termination of Service occurred, with such number of earned RSUs (if any) pro-rated based on the number of days elapsed in the Performance Period through the Termination of Service over the total number of days in the Performance Period.
Termination of Service; Change in Control. Voluntary or involuntary termination of service as an Employee, retirement, death or disability of the Employee, or occurrence of a Change in Control, shall affect the Employee’s rights under this Restricted Stock Agreement as follows:
Termination of Service; Change in Control. Voluntary or involuntary termination of service as a director, retirement, death or disability of the Director, or occurrence of a Change in Control, shall affect the Director's rights under this Restricted Stock Agreement as follows:
Termination of Service; Change in Control. Voluntary or involuntary termination of service as an Employee, retirement, death or disability of the Employee, or occurrence of a Change in Control, shall affect the Employee’s rights under this Performance Award Agreement as follows:
Termination of Service; Change in Control. (a) Notwithstanding anything herein to the contrary, if Participant’s Termination of Service occurs by reason of death or Participant’s Disability, in each case, at any time prior to the final Vesting Date, subject to and conditioned upon Participant’s (or Participant’s guardian or estate, as applicable) timely execution of an effective release in a form prescribed by the Administrator, the Option shall vest and become fully exercisable as of the date of Participant’s Termination of Service.
Termination of Service; Change in Control. Notwithstanding any provisions in your employment agreement with the Company to the contrary, in the event that your Service terminates without Cause or for Good Reason (as defined in your employment agreement), other than in connection with, or within two years after, a Change in Control (as defined in the Plan) or your Service terminates due to death or Disability (as defined in your employment agreement), you will vest in a pro-rata portion of the Performance Units subject to this grant based on (a) actual achievement of the Adjusted EBITDA Performance Goals for the Performance Periods determined as of December 31, 2014, and (b) actual achievement of the 3-Year TSR Performance Goals determined as of December 31, 2014, in each case as if your Service continued for an additional 12 months after your date of termination of employment. You will forfeit all other Performance Units. Notwithstanding any provisions in your employment agreement with the Company, in the event that your Service terminates without Cause or for Good Reason in connection with or within two years after a Change in Control or a Change in Control occurs or the Performance Units are not assumed and continued in the transaction, you will vest (a) in a portion of the Performance Units for any calendar year or calendar years in the Performance Periods that have been completed based on actual achievement of the Adjusted EBITDA Performance Goals and for any calendar year and calendar years in the Performance Periods that have not been completed, based on the assumption that target performance of the Adjusted EBITDA Performance Goals has been achieved as of your termination of Service or earlier closing of the Change in Control transaction if the Performance Units are not assumed and continued, and (b) in a portion of the Performance Units corresponding with target achievement with regard to the 3-year TSR Performance Goals. You will forfeit all other Performance Units. Notwithstanding any provisions in your employment agreement with the Company, in the event that your Service terminates without Cause or for Good Reason in connection with but prior to a Change in Control, you will vest (a) in a portion of the Performance Units for any calendar year or calendar years in the Performance Periods that have been completed prior to the closing of the Change in Control transaction based on actual achievement of the Adjusted EBITDA performance goals and for any calendar year or calendar years in the P...
