Treatment Upon a Change in Control. In the event of a Change in Control (as defined in Section 6(b) of the Plan), the LTI Grant is subject to the terms provided in Section 6 of the Plan.
Treatment Upon a Change in Control. In the event of a Change in Control of the Company, the Committee administering the Plan may take any of the actions described in Section 14 of the Plan with respect to this Option.
Treatment Upon a Change in Control. Notwithstanding anything contained in Section 8 of the Plan or any similar provision of a Prior Plan (or the award agreements thereunder), following a Change in Control, all TRSUs granted to Grantee under this Agreement or granted to Grantee prior to the date hereof under the Plan or the Prior Plans and outstanding at the time of the Change in Control and which have not previously vested shall be administered as set forth herein. If the Corporation is not the surviving entity, all unvested TRSUs shall be converted into TRSUs of the surviving entity’s common stock at the applicable exchange ratio on the date of the Change in Control (or shall be otherwise adjusted as contemplated by Section 4.4(b) of the Plan or a similar provision of a Prior Plan) in a manner approved by the Committee or the Board. The TRSUs shall continue to vest under the vesting schedule in effect immediately prior to the Change in Control. If, on or following the effective date of the Change in Control, Grantee’s employment is involuntarily terminated without Cause or Grantee terminates employment for Good Reason, any unvested TRSUs granted hereunder or granted prior to the date hereof under the Plan or any Prior Plan automatically shall 100% vest and be converted into shares of Common Stock (or the common stock of the surviving entity, as applicable), subject to compliance with the Release requirement set forth in Section 4 above, with settlement to occur within seven days following the expiration of all revocation periods (and carried over to the second calendar year if the 60-day period spans two calendar years), subject to any required delay pursuant to Section 14 below. Following a Change in Control, Grantee’s rights upon Retirement, death and Disability as set forth in Section 4 shall apply with respect to all unvested TRSUs, whether granted hereunder or prior to the date hereof.
Treatment Upon a Change in Control. In the event of a Change in Control of the Company, this Option will become exercisable in its entirety if a Change in Control of the Company occurs on or before the date the Optionee ceases to provide services to the Company.
Treatment Upon a Change in Control. Upon the occurrence of a Change in Control, this Award Agreement will either be (i) to the extent permitted by Section 409A of the Code in the event any portion of this Award constitutes deferred compensation subject to Section 409A of the Code, paid within 12 months following the date the Change in Control occurred, or (ii) assumed or continued by the surviving or acquiring corporation. If this Award Agreement is not assumed or continued by the surviving or acquiring corporation, Participant shall vest in the Performance Units allocable to each uncompleted Performance Period at the greater of the Target Synergy Capture Performance level or the achievement of actual Synergy Capture Performance determined as of the date of the Change in Control. If this Award Agreement is assumed or continued the surviving or acquiring corporation, it will be converted into a time-based award with the number of Performance Units subject to the award equal to the greater of the achievement of the Target Synergy Capture Performance level or the achievement of actual Synergy Capture Performance for each Performance Period that is uncompleted on the date of the Change of Control. The assumed and converted award will then vest upon Participant’s continued employment through each applicable Performance Period as otherwise provided in this Award Agreement; provided, however, that, notwithstanding Paragraph 5, upon Participant’s termination of Employment prior to the end of the third Performance Period and prior to the second anniversary of the date the Change in Control occurred, any such assumed and converted award will immediately vest in full and shall be paid to Participant within 30 days of the date of Participant’s termination of Employment.
Treatment Upon a Change in Control. In the event of a Change in Control of the Company, the Committee, in its sole discretion, may take one or more of the following actions with respect to this Amended Option:
i. the cancellation of this outstanding Amended Option not exercised prior to a date specified by the Committee;
ii. the continuance of this Amended Option;
iii. the replacement or exchange of this Amended Option for options to purchase similar securities of the successor person in the Change in Control;
iv. the substitution for outstanding options of shares of common stock of the person acquiring control of the Company or a related corporation; or
v. with respect to some or all of the shares of common stock subject to this Amended Option, as of the effective date of any such Change in Control of the Company, the receipt of cash in an amount equal to the excess of the per share price paid in connection with the Change in Control of the Company over the exercise price per share of the Amended Option, multiplied by the number of shares subject to this Amended Option.
Treatment Upon a Change in Control. In the event of a Change in Control of the Company, this Option will be subject to the following terms:
(i) This Option will become exercisable in its entirety if a Change in Control of the Company occurs on or before the date the Optionee ceases to provide services to the Company.
(ii) In the event of a Change in Control, the Committee administering the Plan may take any of the actions described in Section 12.2 of the Plan with respect to this Option.
Treatment Upon a Change in Control. Notwithstanding anything contained in Section 8 of the Plan, following a Change in Control, all TRSUs granted to Grantee under this Agreement and outstanding at the time of the Change in Control and which have not previously vested shall be administered as set forth herein. If the Corporation is not the surviving entity, all unvested TRSUs shall be converted into TRSUs of the surviving entity’s common stock at the applicable exchange ratio on the date of the Change in Control (or shall be otherwise adjusted as contemplated by Section 4.4(b) of the Plan) in a manner approved by the Committee or the Board. The TRSUs shall continue to vest under the vesting schedule in effect immediately prior to the Change in Control. If, on or within the two-year period following the effective date of the Change in Control, Grantee’s employment is involuntarily terminated without Cause or Grantee terminates employment for Good Reason, any unvested TRSUs granted hereunder automatically shall 100% vest and be converted into shares of Common Stock (or the common stock of the surviving entity, as applicable), subject to compliance with the Release requirement set forth in Section 4 above, with settlement to occur within seven days following the expiration of all revocation periods (and carried over to the second calendar year if the 60-day period spans two calendar years), subject to any required delay pursuant to Section 14 below. Following a Change in Control, Grantee’s rights upon Retirement, death and Disability as set forth in Section 4 shall apply with respect to all unvested TRSUs granted hereunder.
Treatment Upon a Change in Control. (a) Notwithstanding anything herein to the contrary, unless the Participant’s written employment or other written agreement with the Company or an Affiliate provides more favorable treatment, upon the occurrence of a Qualifying Termination (as defined below), the Participant will be entitled to immediate vesting of the Performance Share Units at the greater of (i) actual performance achieved as of the last day of the quarter coincident with or next following the date of the Qualifying Termination or (ii) the target level of performance. For purposes of this Agreement, and notwithstanding anything in the Plan to the contrary, a “Qualifying Termination” means a termination of Service by the Company without Cause within ninety (90) days prior to or twenty-four (24) months following the consummation of a Change in Control.
(b) In addition, unless the Participant’s written employment or other written agreement with the Company or an Affiliate provides more favorable treatment, any Performance Share Units that are not assumed by a successor company or exchanged for a replacement award on no less favorable economic terms will be treated in accordance with Section 3.4(c) of the Plan.
Treatment Upon a Change in Control. Upon the occurrence of a Change in Control, (a) the RSUs will become fully vested, and (b) each of the 2016 Performance Target, the 2017 Performance Target and the 2018 Performance Target shall be deemed to have been met and the PSUs that would have vested pursuant to Section 3(b) on each Vesting Date that occurs following the Change in Control had the applicable Performance Target been met shall vest on such Vesting Date provided the Executive remains employed as of such date.
