Treatment on Change in Control. Notwithstanding anything herein to the contrary, in connection with a Change in Control, the Board shall determine in its sole discretion, and shall, to the extent applicable, ensure that the definitive documentation setting forth the terms of the Change in Control provides, that either:
Treatment on Change in Control. (i) If as a result of a Change in Control, the Company’s Common Stock ceases to be listed for trading on a national securities exchange (an “Exchange”), any RSUs subject to this award that are unvested on the date of the Change in Control shall continue to vest according to the terms and conditions of this award; provided that such award is replaced with an award for voting securities of the resulting corporation or the acquiring corporation, as the case may be (including without limitation, the voting securities of any corporation which as a result of the Change in Control owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the “Surviving Company”) which are traded on an Exchange (a “Replacement Award”), which Replacement Award shall consist of RSUs with a value (determined using the Surviving Company’s stock price as of the date of the Change in Control) equal to the value of the replaced award of RSUs (determined using the Company’s stock price as of the date of the Change in Control), with vesting and any other terms continuing in the manner as the replaced award; provided, however, that in the event of a termination by the Company without Cause or by Recipient for Good Reason during the vesting period of any Replacement Award, the Replacement Award shall immediately vest; and provided further that upon the vesting date of all or a portion of a Replacement Award (or such later date as provided in Section (1)(g)), Recipient shall be entitled to receive a lump sum cash payment equal to the decrease, if any, in the value of a share of the Surviving Company’s stock from the date of the Change in Control (as increased on a calendar quarterly basis using an annual interest rate, as of the last business day of the calendar quarter, for zero-coupon U.S. government securities with a constant maturity closest in length to the time period between the date of the Change in Control and the date of vesting of the Replacement Award) to the time of vesting multiplied by the total number of RSUs vesting on such date. If any RSUs that are unvested at the time of the Change in Control are not replaced with Replacement Awards, such RSUs shall immediately vest.
Treatment on Change in Control. Notwithstanding any provision of any Change in Control Agreement to which you are a party or the Change in Control Severance Plan (if you are party to such plan) to the contrary, in connection with a Change in Control, the treatment of the Award (including the number of Performance Units (if any) that shall become eligible to vest in connection with the Change in Control and the circumstances in which such Performance Units shall be eligible to vest) shall be determined as provided in this Award Agreement (including Exhibit A attached to the Notice). Such number of Performance Units subject to the Award that remain eligible to vest after a Change in Control (after giving effect to the Change in Control provisions of Exhibit A to the Notice), together with any other Performance Units that had previously become eligible to vest pursuant to Exhibit A to the Notice and are subject only to time-based vesting as of immediately prior to the Change in Control, are referred to as the “Credited Units.” The Board shall determine in its sole discretion, and shall, to the extent applicable, ensure that the definitive documentation setting forth the terms of the Change in Control provides, that the Credited Units shall be subject to either Section 8(b)(i) or 8(b)(ii) below (or a combination of Section 8(b)(i) or 8(b)(ii)). For clarity, the provisions of any Change in Control Agreement or Change in Control Severance Plan regarding Sections 280G and Section 4999 of the Code shall continue to apply. The determination of the number of Credited Units, as well as Sections 8(b)(i) and b(b)(ii) below, are subject to the provisions of Section 3 (in the case of Section 8(b)(ii), to the extent that the termination of your Service occurred before the Change in Control).
Treatment on Change in Control. If upon a Change in Control prior to the Vesting Date, (1) the value of the consideration received by the Company’s stockholders (as determined on a per share basis) equals or exceeds the Stock Price Threshold or (2) the Stock Price Threshold has previously been achieved in accordance with Section 3(a), then the provisions of Section 10.1 of the Plan shall govern the treatment of the PRSUs upon the occurrence of a Change in Control; provided, that if the Committee determines to treat the PRSUs in accordance with Section 10(1)(a) of the Plan (i.e., if the PRSUs are continued, assumed or substituted in connection with such Change in Control), then the PRSUs subject to this Agreement shall convert to time-vesting awards upon the Change in Control and will remain eligible to vest on the originally-scheduled Vesting Date so long as the Participant has not incurred a Termination of Employment prior to the Vesting Date (the “Converted Awards”). If upon a Change in Control prior to the Vesting Date, (1) the value of the consideration received by the Company’s stockholders (as determined on a per share basis) is less than the Stock Price Threshold and (2) the Stock Price Threshold has not previously been achieved in accordance with Section 3(a), the PRSUs subject to this Agreement shall be cancelled for no value as of the Change in Control.
Treatment on Change in Control. Notwithstanding anything herein to the contrary, in connection with a Change in Control, the number of Performance Units (if any) that shall become eligible to vest in connection with the Change in Control shall be determined as provided in Exhibit A attached to the Notice (such number of Performance Units, together with any other Performance Units that had previously become eligible to vest pursuant to Exhibit A to the Notice and are subject only to time-based vesting as of immediately prior to the Change in Control, the “Credited Units”). The Board shall determine in its sole discretion, and shall, to the extent applicable, ensure that the definitive documentation setting forth the terms of the Change in Control provides, that the Credited Units shall be subject to either Section 8(b)(i) or 8(b)(ii) below.
Treatment on Change in Control. In the event of a Change in Control, the Option will be treated in accordance with Section 11(b) of the Plan.
Treatment on Change in Control. Except as Otherwise Provided in the Employment Agreement:
Treatment on Change in Control. [INSERT TREATMENT ON CHANGE IN CONTROL]
