Vesting Acceleration of Equity Awards. One hundred percent (100%) of Executive’s then outstanding and unvested equity awards as of the date of the Change of Control will become vested and otherwise will remain subject to the terms and conditions of the applicable equity award agreement.
Vesting Acceleration of Equity Awards. Fifty percent (50%) of Executive’s then outstanding and unvested Equity Awards as of the termination of employment date will become vested and otherwise will remain subject to the terms and conditions of the applicable Equity Award agreement. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to fifty percent (50%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s). For the avoidance of doubt, if the accelerated vesting benefit for an applicable Equity Award is greater under Section 3(a)(iii) than under this Section 3(b)(i), then Executive shall be entitled to the superior benefit set forth in Section 3(a)(iii).
Vesting Acceleration of Equity Awards. Except as otherwise provided in the applicable award agreement, Executive’s then outstanding and unvested Equity Awards as of the date of the termination of employment will be subject to the following treatment (and otherwise be subject to the terms consistent with the applicable plan and award agreements, including the time for payment of such award):
(A) Equity Awards that are not subject to the attainment of performance goals will become vested in full; and
(B) Equity Awards that are subject to vesting upon the attainment of performance goals shall become vested in amount equal to either (a) the target number of shares subject to the Equity Award or (b) if at least fifty percent (50%) of the applicable performance period has been completed as of the date of termination and it would result in a greater number of shares becoming vested based on the degree of satisfaction of the applicable performance objectives through such date, the total number of shares that would have been earned had Executive remained employed through the end of the applicable performance period (as determined in good faith by the Committee), in each case less the number of shares that had already become vested as of the date of such termination of employment in respect of such Equity Award.
Vesting Acceleration of Equity Awards. Vesting acceleration of one hundred percent (100%) of any Equity Awards that are outstanding and unvested as of the date of the termination. Except as may be set forth in an award agreement or other agreement between the Company and Employee, any equity awards that are to vest, and/or for which the amount of the awards to vest is to be determined, based on the achievement of performance criteria (e.g., PSU) as of the date of termination of Employee’s employment with the Company shall not be eligible for the vesting acceleration described in this Section 4(b)(iii) (but, for avoidance of doubt, an award based on achievement of performance criteria (e.g., the New Employee PSU Grant) can be converted to an award that is to vest based on continued service and would be eligible for the vesting acceleration set forth in this Section 4(b)(iii)). If Employee is terminated for Cause or due to death or Disability, resigns with or without Good Reason outside of the Change of Control Period, or resigns without Good Reason during the Change of Control Period, then the unvested equity awards that are outstanding as of the date of employment termination shall terminate immediately pursuant to their terms. If Employee’s employment has been terminated by the Company without Cause (and other than due to his death or Disability) or by Employee for Good Reason prior to a Change of Control, then Employee’s unvested, time-based equity awards will remain outstanding and unvested for an additional three (3) months following termination (but in no event beyond each such equity award’s original maximum term to expiration, if applicable) solely for purposes of determining whether a Change of Control occurs during such period. For the avoidance of doubt, the immediately preceding sentence will not apply to any Performance Awards. If a Change of Control does not occur during the three (3) month period following Employee’s termination then the unvested, time-based equity awards shall terminate at the end of such period. If Employee’s employment has been terminated by the Company without Cause (and other than due to his death or Disability) or by Employee for Good Reason and a Change of Control occurs during such three (3) month period following termination, such unvested, time-based equity awards that are outstanding as of the date of termination of Employee’s employment with the Company (and are still within their maximum term to expiration) shall accelerate vesting in accordance with ...
Vesting Acceleration of Equity Awards. Provided that Employee has signed, returned and not revoked this Agreement and has otherwise complied with all terms of this Agreement and fulfilled all obligations hereunder, [To be treated in accordance with terms of Employment Agreement and type of Termination.]
Vesting Acceleration of Equity Awards. Each of Executive’s then-outstanding equity awards (the “Equity Awards”) that are, as of the date of termination of employment with the Company, to vest solely based on continued service to the Company, will immediately vest as to the number of shares of Common Stock subject to each such Equity Award that otherwise would have vested had Executive remained an employee of the Company through the six (6) month anniversary of the Qualifying Termination.
Vesting Acceleration of Equity Awards. Executive’s then outstanding and unvested Equity Awards will be subject to the following treatment (and otherwise be subject to terms consistent with the applicable plan and award agreements, including the time for payment of such Equity Awards):
(A) Equity Awards that are not subject to the attainment of performance goals will become vested in amount equal to (1) the product of (a) the total number of shares subject to such Equity Award and (b) a fraction (not to exceed 1), the numerator of which is equal to the sum of the total number of days that have elapsed from the grant date of the applicable Equity Award to the date of the termination of employment plus 365, and the denominator of which is equal to the full number of days in the vesting period of such award, less (2) the number of shares that had already become vested as of the date of such termination of employment in respect of such Equity Award; and
(B) Equity Awards that are subject to vesting upon the attainment of performance goals shall become vested in an amount equal to (1) the product of (a) the total number of shares that would be earned at the end of the performance period if Executive had remained continuously employed through the end of such performance period based on actual performance in accordance with the terms of the plan and agreement under which such Equity Awards were granted and (b) a fraction (not to exceed 1), the numerator of which is the sum of the number of days that have elapsed from the grant date of the applicable award to the date of the termination of employment plus 365, and the denominator of which is the full number of calendar days in the vesting period of such award, less (2) the number of shares that had already become vested as of the date of such termination of employment in respect of such Equity Award; provided, however, that such award will be settled at the time when awards are settled under the terms of the applicable plan and award agreement for individuals who remain employed through the end of the performance period.
Vesting Acceleration of Equity Awards. One-hundred percent (100%) of Employee’s then outstanding and unvested equity awards as of the date of the Change of Control will become vested and otherwise will remain subject to the terms and conditions of the applicable equity award agreement. If, however, such equity awards are to vest and/or the amount of the awards to vest is to be determined based on the achievement of performance criteria (e.g. PSU), then the equity awards shall be cancelled. If Employee is terminated for Cause or due to death or Disability or resigns without Good Reason, then the unvested equity awards that are outstanding as of the date of termination shall terminate immediately pursuant to their terms. In all other cases, Employee’s unvested equity awards will remain outstanding and unvested for an additional three (3) months following termination (but in no event beyond each such equity award’s original maximum term to expiration, if applicable) to determine whether a Change of Control occurs during such period. If a Change of Control does not occur during the three (3) month period following Employee’s termination then the unvested equity awards shall terminate at the end of such period. If Employee has been terminated without Cause or for Good Reason and a Change of Control occurs during the three (3) month period following termination, the equity awards that are outstanding as of the date of termination (and are still within their maximum term to expiration) shall accelerate and become fully vested.
Vesting Acceleration of Equity Awards. The forfeiture restrictions on all shares of restricted stock as to which such restrictions remain in place lapse immediately, and any unvested stock options vest immediately. If Employee is terminated for Cause or due to death or Disability, if the Employee elects not to renew the Term, or if Employee resigns without Good Reason, then the unvested equity awards that are outstanding as of the date of termination shall terminate immediately pursuant to their terms. If a Change of Control does not occur during the three (3) month period following Employee’s termination then the unvested equity awards shall terminate at the end of such period. If Employee has been terminated without Cause, by reason of the Company’s election not to renew the Term or for Good Reason and a Change of Control occurs during the three (3) month period following such termination, the equity awards that are outstanding as of the date of termination (and are still within their maximum term to expiration) shall accelerate and become fully vested.
Vesting Acceleration of Equity Awards. In the event of that the termination of employment occurs within twelve (12) months prior to a Change in Control, any then outstanding and unvested portion of Executive’s equity awards will remain outstanding (and unvested) until the earlier of (x) twelve (12) months following the termination of employment, or (y) a Change in Control that occurs within twelve (12) months following the termination of employment, solely so that the vesting acceleration provided for in Section 3(c) will occur (provided that in no event will Executive’s stock option or similar awards remain outstanding beyond the award’s maximum term to expiration). If no Change in Control occurs within twelve (12) months following termination of employment, any unvested portion of Executive’s equity awards automatically and permanently will be forfeited on the date twelve (12) months following the date of the termination of employment without having vested.
