Vesting of Incentive Awards. Notwithstanding any contrary provision in this Agreement or any Equity Plan then maintained by MEDNAX, Inc.:
Vesting of Incentive Awards of the Employment Agreement shall be deleted in its entirety and replaced with the following:
Vesting of Incentive Awards. Upon the occurrence of a change in control of the Corporation, any and all stock options, share appreciation rights, phantom stock awards and restricted stock awards theretofore granted to the Executive under the Corporation's stock option plan(s) but not then presently exercisable shall thereupon become vested and immediately exercisable.
Vesting of Incentive Awards. Notwithstanding any contrary provision in this Agreement or any Stock Option or Incentive Compensation Plan then maintained by Mednax, (i) all stock options, stock appreciation rights, restricted stock, and other stock-based awards granted to Employee by Mednax or Employer (as the predecessor to Mednax) prior to termination of this Agreement shall continue to vest until fully vested following a termination of Employee’s employment pursuant to Section 4.2, 4.3, 4.4, 4.5, and 4.7 and (ii) in the event of a Change in Control of Mednax, all unvested stock options, stock appreciation rights, restricted stock, and other stock-based awards granted to Employee by Mednax or Employer (as the predecessor to Mednax) shall automatically vest and, in the cases of stock options and stock appreciation rights, become immediately exercisable.
Vesting of Incentive Awards. Notwithstanding any contrary provision in this Agreement or any Stock Option or Incentive Compensation Plan then maintained by Employer, (i) all stock options, stock appreciation rights, restricted stock, and other stock-based awards granted to Employee by Employer prior to termination of this Agreement shall continue to vest until fully vested following a termination of Employee’s employment pursuant to Section 4.2, 4.3, 4.4, 4.5, and 4.7 and (ii) in the event of a Change in Control of Employer, all unvested stock options, stock appreciation rights, restricted stock, and other stock-based awards granted to Employee by Employer shall automatically vest and, in the cases of stock options and stock appreciation rights, become immediately exercisable.
Vesting of Incentive Awards. Incentive Awards granted pursuant to this Agreement will be scheduled to vest in not more than four equal annual installments on January 1 of each year following the date of grant, subject in each case to Executive’s continued employment with the Company through the applicable date and subject to achievement of any performance goals applicable to such Incentive Awards as determined by the Committee. Notwithstanding the preceding sentence, the Incentive Awards may vest earlier in the event of a Change in Control or Change in Control Termination as provided in Section 7 below.
Vesting of Incentive Awards. Notwithstanding any contrary provision in this Agreement or any Equity Plan then maintained by MEDNAX, and in addition to any other payments or benefits provided in this Agreement upon a termination of Employee’s employment, all Equity Awards granted to Employee by MEDNAX prior to termination of this Agreement shall immediately become fully vested, non-forfeitable, and, if applicable, exercisable, in the event Employee’s employment is terminated pursuant to Section 4.2, 4.3, 4.4, 4.5 or 4.7. Notwithstanding anything to the contrary in this Agreement, the Equity Plans or the Equity Awards, in the event of a Change in Control immediately following which neither the common stock of MEDNAX nor the common equity of its successor, parent or subsidiary is listed for trading on a national securities exchange (a “Going Private Transaction”), then all unvested Equity Awards granted to Employee shall be adjusted so that in lieu of Employee’s right to receive shares of common stock of MEDNAX pursuant to the terms of such Equity Awards, Employee shall be entitled to receive, for each share of common stock of MEDNAX that Employee would otherwise be entitled to receive pursuant to such Equity Awards, an amount of cash equal to the amount per share of common stock of MEDNAX paid to the shareholders of MEDNAX in such Going Private Transaction, as determined by the Compensation Committee in its sole discretion, in each case consistent with the vesting schedule of such Equity Awards and shall remain subject to the acceleration provisions set forth in this Section 5.14.
Vesting of Incentive Awards. Notwithstanding any contrary provision in this Agreement or any Equity Plan then maintained by MEDNAX, Inc., if , during the first twelve (12) months after a Change in Control, Employee’s employment is terminated pursuant to Section 4.4 or 4.7(a),(b)(d) or (e), then all of the Accelerated Awards will be fully vested and exercisable as of the effective date of such termination.
Vesting of Incentive Awards. Notwithstanding any contrary provision in this Agreement or any Stock Option or Incentive Compensation Plan then maintained by Employer, (i) all stock options, stock appreciation rights, restricted stock, and other stock-based awards granted to Employee by Employer prior to termination of this Agreement shall continue to vest until fully vested following a termination of Employee’s employment pursuant to Section 4.2, 4.3, 4.4, 4.5, and 4.7 and (ii) in the event of a Change in Control of Employer, all unvested stock options, stock appreciation rights, restricted stock, and other stock-based awards granted to Employee by Employer shall automatically vest and, in the cases of stock options and stock appreciation rights, become immediately exercisable. This Section 5.14 shall not apply to the Restricted Share Units Agreements entered into between Employee and Employer on August 20, 2008.
Vesting of Incentive Awards. As noted above, Xxxxxx shall continue to vest in any and all unvested incentive awards during his employment prior to the Termination Date. Provided that Xxxxxx continues his employment with the Company in good faith through the Termination Date, has not breached his obligations under this Separation Agreement or the Employment Agreement, accepts this Separation Agreement, and executes and does not revoke the Additional Release (as provided for herein), then, for purposes of any and all incentive award plans or incentive award agreements, Xxxxxx’x termination of employment shall be considered a termination by Xxxxxx for “Good Reason,” and Xxxxxx shall receive any and all accelerated vesting for a Good Reason termination pursuant to the terms of such plans or agreements. If Xxxxxx fails to continue his employment with the Company in good faith through the Termination Date, or breaches his obligations under this Separation Agreement or the Employment Agreement, his termination of employment shall not be considered for Good Reason under any such plan or agreement. For the avoidance of doubt, the characterization of Xxxxxx’x termination as for Good Reason for the purposes of incentive award vesting shall not entitle him to any payments under the Employment Agreement; all payments payable to Xxxxxx as a result of his termination are set forth exclusively in this Separation Agreement and subject to the terms and conditions hereof.
