Termination without Cause or Resignation for Good Reason Other than during a Change in Control Period. Subject to the requirements of Section 10(c) of the Employment Agreement (including those relating to release of claims and material compliance with restrictive covenants), if, other than during a Change in Control Period, Participant’s termination of employment results from a termination by the Company without Cause or Participant’s resignation for Good Reason (in each case as determined under the Employment Agreement), for purposes of determining the number of Shares Participant is entitled to receive under this Award, Participant shall be treated as if Participant had continued to remain employed through the earlier of the Vesting Date or the second anniversary of the Termination Date (as defined in the Employment Agreement) (the “Second Anniversary”), with vesting and payout of Shares based upon the performance results as and when determined by the Committee under Section 3. In addition, if any such termination of employment occurs on or following April 17, 2023, and if the Second Anniversary occurs prior to the Vesting Date, then, the number of Shares Participant will be entitled to receive under the Award shall be equal to the number of Shares that vests based on the performance results as and when determined by the Committee under Section 3, multiplied by a fraction, the numerator of which is the total number of full months during the period commencing on the Date of Grant and ending on the Second Anniversary, and the denominator of which is the number of full months in the Performance Period, with the resulting number of Shares to be rounded up to the nearest whole share; provided, however, that in no event shall the Award be deemed to be vested with respect to more than 100% of the Shares that vest based on the performance results. If, as of the Termination Date, a definitive agreement has been signed with respect to a Change in Control, any Shares that could vest under Section 4(e) upon the later consummation of a Change in Control during the Change in Control Period shall not be forfeited unless and until six months have passed since the signing of the definitive agreement without the consummation of a Change in Control; a consummation of a Change in Control during such six month period shall cause any remaining unvested Shares to be vested as provided in Section 4(e). Payout of the Shares shall be made at the time provided in Section 3(d) and Section 8. To the extent of any conflict with the application of Section 5 below, Section 5 will govern.
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Termination without Cause or Resignation for Good Reason Other than during a Change in Control Period. Subject to the requirements of Section 10(c) of the Employment Agreement (including those relating to release of claims and material compliance with restrictive covenants), if, other than during a Change in Control Period, Participant’s termination of employment results from a termination by the Company without Cause or Participant’s resignation for Good Reason (in each case as determined under the Employment Agreement), for purposes of determining the number of Shares Participant is entitled to receive under this Award, Participant shall be treated as if Participant had continued to remain employed through the earlier of the Vesting Date or the second anniversary of the Termination Date (as defined in the Employment Agreement) (the “Second Anniversary”), with vesting and payout of Shares based upon the performance results as and when determined by the Committee under Section 3. In addition, if any such termination of employment occurs on or following April 17, 2023, and if the Second Anniversary occurs prior to the Vesting Date, then, upon the number Second Anniversary, the Shares subject to the Award shall vest on a pro rata basis effective as of the Second Anniversary, as set forth in the next sentence. The Shares Participant will be entitled subject to receive under the Award shall be deemed to be vested as of the Second Anniversary with respect to a number of Shares equal to the total number of Shares that vests based subject to the Award on the performance results as and when determined by the Committee under Section 3, Grant Date multiplied by a fraction, the numerator of which is the total number of full months during the period commencing on the Grant Date of Grant and ending on the Second Anniversary, and the denominator of which is the number of full months in under the Performance Periodoriginal vesting schedule of the Award, with the resulting number of Shares to be rounded up to the nearest whole share; provided, however, that in no event shall the Award be deemed to be vested with respect to more than 100% of the Shares that vest based on subject to the performance resultsAward. If, as of the Termination Date, a definitive agreement has been signed with respect to a Change in Control, any Shares that could vest under Section 4(e3(e) upon the later consummation of a Change in Control during the Change in Control Period shall not be forfeited unless and until six months have passed since the signing of the definitive agreement without the consummation of a Change in Control; a consummation of a Change in Control during such six month period shall cause any remaining unvested Shares to be vested as provided in Section 4(e3(e). Payout of the Shares shall be made at the time provided in Section 3(d) and Section 87 below. To the extent of any conflict with the application of Section 5 4 below, Section 5 4 will govern.
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Samples: Award Agreement (Equifax Inc)
Termination without Cause or Resignation for Good Reason Other than during a Change in Control Period. Subject to the requirements of Section 10(c) of the Employment Agreement (including those relating to release of claims and material compliance with restrictive covenants), if, other than during a Change in Control Period, Participant’s termination of employment results from a termination by the Company without Cause or Participant’s resignation for Good Reason (in each case as determined under the Employment Agreement), for purposes of determining the number portion of Shares Participant the Option that is entitled exercisable from time to receive under this Awardtime, Participant shall be treated as if Participant had continued continuing to remain employed vest through the earlier of the Vesting Date or the second anniversary of the Termination Date (as defined in the Employment Agreement) Participant’s date of termination of employment (the “Second Anniversary”), with the Option becoming vested in accordance with the original vesting and payout of Shares based upon the performance results as and when determined by the Committee under Section 3schedule. In addition, [if any such termination of employment occurs on or following April 17, 2023, and and] if the Second Anniversary occurs prior to the Vesting Date, then, upon the Second Anniversary, the Option shall vest on a pro rata basis effective as of the Second Anniversary, as set forth in the next sentence. The Option shall be deemed to be vested as of the Second Anniversary with respect to a number of Shares Participant will be entitled to receive under the Award shall be equal to the total number of Shares that vests based subject to the Option on the performance results as and when determined by the Committee under Section 3, Date of Grant multiplied by a fraction, the numerator of which is the total number of full months during the period commencing on the Date of Grant and ending on the Second Anniversary, and the denominator of which is the number of full months in under the Performance Periodoriginal vesting schedule of the Option, with the resulting number of Shares to be rounded up to the nearest whole share; provided, however, that in no event shall the Award Option be deemed to be vested with respect to more than 100% of the Shares subject to the Option. Participant shall have the right to exercise the Option with respect to that vest based on portion of the performance resultsnumber of Shares for which the Option was or becomes vested and exercisable under the preceding sentence and the remaining portion shall be forfeited and cancelled. If, as of the Termination DateParticipant’s date of termination of employment, a definitive agreement has been signed with respect to a Change in Control, any Shares incremental portions of the Option that could vest under Section 4(eSubsection 2(e)(ii) upon the later consummation of a Change in Control during the Change in Control Period shall not be forfeited unless and until six months have passed since the signing of the definitive agreement without the consummation of a Change in Control; , while a consummation of a Change in Control during such six month period shall cause any remaining unvested Shares portions of the Option to be vested as provided in Section 4(eSubsection 2(e)(ii). Payout Except as provided in Subsection 2(e)(vi)(B) below, the right to exercise any vested portion of the Shares shall be made at Option will continue until the time provided in Section 3(dearlier of (x) and Section 8. To [the extent Second Anniversary (or, if later, for any portion of the Option that first becomes vested less than 90 days before the Second Anniversary, the end of the 90 day period after such vesting occurs) or, if any conflict with such termination of employment occurs on or following April 17, 2023,] the application last day of Section 5 belowthe 36-month period following the last date of Participant’s employment, Section 5 will governor (y) the Expiration Date.
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Termination without Cause or Resignation for Good Reason Other than during a Change in Control Period. Subject to the requirements of Section 10(c) of the Employment Agreement (including those relating to release of claims and material compliance with restrictive covenants), if, other than during a Change in Control Period, Participant’s termination of employment results from a termination by the Company without Cause or Participant’s resignation for Good Reason (in each case as determined under the Employment Agreement), for purposes of determining the number of Shares Participant is entitled to receive under this Award, Participant shall be treated as if Participant had continued to remain employed through the earlier of the Vesting Date or the second anniversary of the Termination Date (as defined in the Employment Agreement) (the “Second Anniversary”), with vesting and payout of Shares based upon the performance results as and when determined by the Committee under Section 3. In addition, if any such termination of employment occurs on or following April 17, 2023, and if the Second Anniversary occurs prior to the Vesting Date, then, the number of Shares Participant will be entitled to receive under the Award shall be equal to the number of Shares that vests based on the performance results as and when determined by the Committee under Section 3, multiplied by a fraction, the numerator of which is the total number of full months during the period commencing on the Date of Grant and ending on the Second Anniversary, and the denominator of which is the number of full months in the Performance Period, with the resulting number of Shares to be rounded up to the nearest whole share; provided, however, that in no event shall the Award be deemed to be vested with respect to more than 100% of the Shares that vest based on the performance results. If, as of the Termination Date, a definitive agreement has been signed with respect to a Change in Control, any Shares that could vest under Section 4(e) upon the later consummation of a Change in Control during the Change in Control Period shall not be forfeited unless and until six months have passed since the signing of the definitive agreement without the consummation of a Change in Control; a consummation of a Change in Control during such six month period shall cause any remaining unvested Shares to be vested as provided in Section 4(e). Payout of the Shares shall be made at the time provided in Section 3(d3(e) and Section 8. To the extent of any conflict with the application of Section 5 below, Section 5 will govern.
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