Treatment upon Change in Control. Upon the consummation of a Change in Control prior to the third anniversary of the Date of Grant, a number of PSUs shall become Earned PSUs, equal to the greater of (A) the number of PSUs that are Earned PSUs calculated as if the effective date of the Change in Control was the last day of the Performance Period and the price per share of Common Stock in connection with such Change in Control was the Company’s Ending Stock Price and (B) the number of Target PSUs set forth in Section 1. Except as provided in Section 2(a)(iii), such Earned PSUs will vest on the third anniversary of the Date of Grant, subject to the Participant’s Service on such vesting date.
Treatment upon Change in Control. If Grantee’s employment is terminated by the Company without Cause (as defined in Section 4(a)), or Grantee resigns his or her employment for Good Reason (as defined in Section 4(b)), in either case, on or after a Change in Control, a prorated portion of the Award that would have vested on the Vesting Date shall vest at the target level of achievement. Such prorated portion shall equal the amount that would otherwise have vested on the Vesting Date multiplied by a fraction, the numerator of which is the number of days elapsed since the Grant Date through the date of termination or resignation, as applicable, and the denominator of which is 365. All portions of the Award that do not vest in accordance with this Section 4 shall terminate and be forfeited without consideration, effective on the Vesting Date.
Treatment upon Change in Control. (a) If (i) a Change in Control occurs prior to the conclusion of the Performance Period, and (ii) the Performance Units are not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control, then, as of the date of the Change in Control, the Participant will earn a number of Performance Units equal to the greater of (X) the number of Performance Units underlying the Target Award, or (Y) the number of Performance Units earned based on the actual level of achievement of the Performance Objectives, measured as of the effective date of the Change in Control. For purposes of clause (Y), the determination of performance shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
Treatment upon Change in Control. In the event of a Change in Control (as such term is defined in the executive’s employment agreement), performance shall be measured through the date of the Change in Control, including any office asset sales attributable to the Change in Control, will be measured and the corresponding number of Earned LTIP Units will vest. Sales volume shall include properties that have been sold during the Measurement Period as well as properties for which definitive agreements have been executed as of the date of the Change in Control but such sales have not yet been completed. Vesting of Earned LTIP Units shall accelerate and vest immediately upon the earlier to occur of (a) the termination of executive’s employment by the Company without Cause or by executive for Good Reason (as such terms are defined in executive’s employment agreement) within two years of a Change in Control, and (b) the completion of a Change in Control pursuant to which any successor entity to the Company or Operating Partnership does not assume, convert or replace the Earned LTIP Units with equity in such successor entity. Treatment Upon Termination by the Company for Cause, by the executive without Good Reason, or upon executive’s Death or Disability: Upon the termination of executive’s employment by the Company for Cause or by executive without Good Reason (as such terms are defined in executive’s employment agreement), then all unearned, unvested LTIP Units shall be forfeited. Tax Treatment: LTIP Units are intended to qualify as profits interest for federal income tax purposes. In addition, LTIP Units are intended to have “Best Net” treatment for excise taxes, in combination with severance benefits under employment agreement. That is, if executive would be better off on a net-after-tax basis if payments are reduced to the IRS safe-harbor, then payments will be reduced. Otherwise payments will not be reduced, and executive will be responsible for paying excise taxes in addition to any other individual taxes. Executive also shall be required to make a Section 83(b) election with respect to the LTIP Units.
Treatment upon Change in Control. (a) Upon the consummation of a Change in Control (and subject to Participant’s Continuous Service until at least immediately prior to such consummation) in which the consideration payable to the Company’s stockholders consists solely of cash, the RSUs (to the extent outstanding as of immediately prior to the consummation of such Change in Control) shall be cancelled and converted into an amount in cash, without interest, equal to the product obtained by multiplying (i) the aggregate number of RSUs subject to this Award immediately prior to the consummation of the Change in Control and (ii) the per share consideration payable in the Change in Control in respect of Common Shares (the “CIC Consideration”), with the CIC Consideration, less applicable withholding taxes and deductions, to be paid to Participant on the same schedule as, and subject to such terms and conditions as apply to, payments of the Change in Control consideration to the Company’s stockholders generally (but in no event later than five (5) years after the consummation of the Change in Control).
Treatment upon Change in Control. (a) Upon the consummation of a Change in Control (and subject to Participant’s Continuous Service until at least immediately prior to such consummation) in which the consideration payable to the Company’s stockholders consists solely of cash, the PSUs (to the extent outstanding as of immediately prior to the consummation of such Change in Control) shall be cancelled and converted into an amount in cash, without interest, equal to the product obtained by multiplying (i) the aggregate number of Earned PSUs (determined in accordance with Section 5(b) hereof) subject to this Award immediately prior to the consummation of the Change in Control and (ii) the per share consideration payable in the Change in Control in respect of Common Shares (the “CIC Consideration”), with the CIC Consideration, less applicable withholding taxes and deductions, to be paid to Participant on the same schedule as, and subject to such terms and conditions as apply to, payments of the Change in Control consideration to the Company’s stockholders generally (but in no event later than five (5) years after the consummation of the Change in Control).
