Treatment of Outstanding Awards. Executive will have Performance Stock Awards outstanding as of the Retirement Date. In consideration for the Executive’s execution of the release set forth below, the Company hereby agrees that each such award shall be afforded treatment consistent with Executive’s voluntary “Retirement” as defined in the 2013 Stock and Incentive Compensation Plan (“Equity Plan”) and in accordance with the terms of the Executive’s Performance Stock Award Agreements (“Award Agreements”), without regard to the Executive’s age as of the date of his Retirement. Therefore, on December 31, 2019, Executive shall be vested and shares prorated as follows: (1) 100% of the stock award for the 2017-2019 performance period, (2) 67% of the stock award for the 2018-2020 performance period and (3) 33% of the stock award for the 2019-2021 performance period. The number of shares of the Company’s common stock awarded under the Award Agreements shall be determined by the Compensation Committee following the conclusion of each performance period and the actual performance results achieved. Shares awarded under each outstanding Performance Stock Award will be issued to Executive as soon as reasonably practicable but within no more than 30 days following the determination by the Compensation Committee of the amount earned under each such award following the end of the applicable performance period. All such amounts shall be subject to appropriate payroll deductions and income tax withholdings, and shall remain subject to the Company’s policies regarding recovery of compensation (commonly referred to as the “clawback” policy) that was based upon the achievement of certain financial results (as reflected in the financial statement of the Company or otherwise) or other performance metrics that, in either case, were subsequently found to be materially inaccurate. In addition, the Parties acknowledge and agree that nothing in this Agreement shall limit the Compensation Committee’s discretion in determining the amount earned under any Award Agreement or to reduce or eliminate the amount due under any Award Agreement should it hereafter determine that Executive engaged in conduct at any time while employed by the Company or during the Restricted Period (as defined in Paragraph 9(c) of the Employment Agreement) that is or was in material violation of the policies of the Company, materially injurious to the Company, or undertaken without good faith and the reasonable belief that such conduct was in the ...
Treatment of Outstanding Awards. The Parties shall use commercially reasonable efforts to take all actions necessary or appropriate so that the Ashland Global Restricted Share Units, Ashland Global Restricted Shares and Ashland Global Performance Units held by Valvoline Employees who remain employed by a member of the Valvoline Group as of immediately following the Distribution (each a, “Continuing Valvoline Employee”), and the Ashland Global Stock Appreciation Rights held by Valvoline Employees (whether or not they are Continuing Valvoline Employees), shall be treated as follows, in lieu of the receipt of any shares of Valvoline Common Stock with respect to such Ashland Global Equity Awards in connection with the Distribution; provided that the provisions of this Section 8.02 shall be effected in a manner that complies with applicable law:
Treatment of Outstanding Awards. The Parties shall use commercially reasonable efforts to take all actions necessary or appropriate so that the Manitex Restricted Stock Units held by ASV Employees who remain employed by ASV as of immediately following the closing of the Initial Public Offering (each a, “Continuing ASV Employee”), shall be treated as follows in connection with the Separation; provided that the provisions of this Section shall be effected in a manner that complies with applicable law:
Treatment of Outstanding Awards. Upon the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges:
(a) any and all outstanding Options and SARs will become immediately exercisable (and will deemed to be exercisable immediately prior to the Change in Control), and will remain exercisable throughout their entire term (the "Vested Options and SARs"); provided, however, that, with respect to Vested Options and SARs that are not exercised in connection with the Change in Control, such Vested Options and SARs will be subject to the provisions of Section 14.1(e) below, as applicable;
(b) any Restriction Periods or other restrictions imposed on Restricted Stock, Restricted Stock Units and Restricted Units will lapse, except that the degree of vesting associated with those awards that is conditioned on the achievement of performance conditions will be determined as set forth in Section 14.1(c) or Section 14.1(d), as applicable;
(c) except as otherwise provided in the Award Agreement, the vesting of all Performance Units and Performance Shares will be accelerated as of the effective date of the Change in Control, and Participants will be paid in cash, within thirty days after the effective date of the Change in Control, a pro rata amount based on an assumed achievement of all relevant performance objectives at target levels, and upon the length of time within the Performance Period that elapsed prior to the effective date of the Change in Control;
(d) notwithstanding the foregoing, if the Committee determines that actual performance to the effective date of the Change in Control exceeds target levels, the prorated payouts made pursuant to Sections 14.1(b) and (c) will be made at levels commensurate with the actual performance (determined by extrapolating the actual performance to the end of the Performance Period) based on the length of time within the Performance Period that elapsed prior to the Change in Control; and
(e) (i) if the Company is a party to an agreement that is reasonably likely to result in a Change in Control, such agreement may provide for: (A) the continuation of the Vested Options and SARs by the Company, if the Company is the surviving corporation; (B) the assumption of the Vested Options and SARs by the surviving corporation or its parent or subsidiary; (C) the substitution by the surviving corporation or its parent or subsidiary of...
Treatment of Outstanding Awards. Your outstanding restricted stock unit awards and performance unit awards with respect to shares of CIT common stock (the “Outstanding Awards”) will be assumed as provided in the Merger Agreement and continue to vest over time, provided, however, that if you experience an Eligible Termination of Employment (as defined in Appendix A) or Retirement (as defined in an applicable award agreement) before your Outstanding Awards have vested in full, your Outstanding Awards will immediately vest in full as of the date of such termination and be settled within thirty (30) days thereof. You and FCB acknowledge and agree that your termination of employment at the end of the Term shall be treated as an Eligible Termination of Employment for purposes of all applicable award agreements.
Treatment of Outstanding Awards. Your outstanding restricted stock unit awards and performance unit awards with respect to shares of CIT common stock (the “Outstanding Awards”) will be assumed as provided in the Merger Agreement and continue to vest over time, provided, however, that if you experience an Eligible Termination of Employment or Retirement (as defined in an applicable award agreement, or as defined in Appendix A if you remain employed until the first anniversary of the Closing) before your Outstanding Awards have vested xxxxxxxxxxxxx.xxx in full, your Outstanding Awards will immediately vest in full as of the date of such termination and be settled in accordance with their terms.
Treatment of Outstanding Awards. Except as may otherwise be provided in a Participant's Award Agreement, and subject to Section 13.3, upon the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges:
(a) Any and all Options granted hereunder shall become immediately exercisable, and shall remain exercisable throughout their entire term;
(b) Any restriction periods and restrictions imposed on Share of Restricted Stock that are not performance-based shall lapse;
(c) The vesting of all performance-based Awards denominated in Shares such as performance-based Restricted Stock and Performance Shares shall be accelerated as of the effective date of the Change in Control, and there shall be paid out to Participants within thirty (30) days following the effective date of the Change in Control a pro rata number of Shares based upon an assumed achievement of all relevant targeted performance goals and upon the length of time within the Performance Period(s) which has elapsed prior to the Change in Control. The vesting of Awards denominated in cash, such as Performance Units, shall also be accelerated as of effective date of the Change in Control and there shall be paid out to Participants within thirty (30) days following the effective date of the Change in Control a pro rata cash payment with the proration determined as a function of the length of time within the Performance Period(s) which has elapsed prior to the Change in Control, and based on an assumed achievement of all relevant targeted performance goals.
Treatment of Outstanding Awards. Subject to Section 11.3, upon the occurrence of a Change in Control and notwithstanding the terms of any Award Agreement, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges:
(a) Any and all Options granted hereunder shall become immediately exercisable, and shall remain exercisable throughout their entire term; and
(b) Any restriction periods and restrictions imposed on Shares of Restricted Stock shall lapse.
Treatment of Outstanding Awards. Upon the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges,:
(a) Any and all Options granted hereunder shall become immediately vested and exercisable and shall remain exercisable throughout their entire term; and
(b) Any restriction periods and restrictions imposed on Shares of Restricted Stock shall lapse; provided, however, that the degree of vesting associated with Restricted Stock which has been conditioned upon the achievement of performance conditions pursuant to Section 7.4 herein shall be determined in the manner set forth in Section 7.4 herein.
Treatment of Outstanding Awards. The Company and Executive hereby amend all agreements for outstanding awards made to Executive under the LTIP Plan, both for awards payable in cash and awards payable in shares of the Company’s common stock, to provide that in determining the amount of proration of such awards upon Executive’s retirement the effective date of such retirement shall be December 31, 2019 notwithstanding Executive’s continued employment to February 29, 2020. For example, if Executive continues employment until the February 29, 2020 retirement date, the pro-rations in the preceding sentence shall be (i) 12/36 for purposes of the LTIP awards for the 2019 - 2021 LTIP performance cycle and (ii) 24/36 for purposes of the LTIP awards for the 2018 - 2020 LTIP performance cycle; with the LTIP awards for the 2017 – 2019 LTIP performance cycle having been fully vested. For the sake of clarity, the Company and Executive agree that with respect to any outstanding awards of restricted stock units awarded to Executive under the Company’s Amended and Restated 2002 Equity Compensation Plan, in determining the amount of proration of such awards upon Executive’s retirement the effective date of such retirement shall be the date his employment ceases upon retirement (anticipated to be February 29, 2020). For example, if Executive continues employment until the February 29, 2020 retirement date, the pro-rations in the preceding sentence shall be (i) 12/36 for purposes of the restricted stock units awarded on February 12, 2019 and (ii) 24/36 for purposes of the restricted stock units awarded on February 12, 2018; with all restricted stock units awarded on February 13, 2017 having been fully vested.
