Vesting on Change in Control. Notwithstanding the provisions in Section 2, on the date immediately preceding the date of a Change in Control of the Company (as defined below), the Restricted Shares shall be 100% vested. For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:
Vesting on Change in Control. Subject to the terms and conditions of this Agreement, if a Participant remains continuously employed or engaged with the Company or a Related Employer from the date of his or her commencement of participation in the Plan through the date of a Change in Control:
A. Subject to Section 2(B) of this Appendix 1, all of the Participant's outstanding unvested RSUs will automatically vest in full as of the date of the Change in Control.
B. Notwithstanding anything herein to the contrary, unvested RSUs will not vest as a result of a Change in Control unless, if requested by the Company, the Participant executes and delivers to the Company (and does not revoke) a Release. If the Release is not timely executed and delivered by the Participant to the Company, or if such Release is timely executed and delivered but is subsequently revoked by Participant, then the unvested RSUs covered by this Award will lapse immediately.
C. Subject to the terms and conditions of this Agreement, a Participant’s outstanding RSUs vesting pursuant to Section 2 of this Appendix 1 shall be settled as soon as administratively practicable following the expiration of the period during which the Participant may revoke the Release, but in all events no later than the end of the sixtieth (60th) day following the date of the Change in Control.
Vesting on Change in Control. Notwithstanding the provisions in Section 2, on the date immediately preceding the date of a Change in Control of the Company (as defined below), the Restricted Shares shall be 100% vested. For purposes of this Agreement, a "Change in Control" shall mean the occurrence of any of the following events:
(i) any Person (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company immediately prior to the occurrence with respect to which the evaluation is being made in substantially the same proportions as their ownership of the common stock of the Company) acquires securities of the Company and immediately thereafter is the Beneficial Owner (except that a Person shall be deemed to be the Beneficial Owner of all shares that any such Person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants or options or otherwise, without regard to the 60-day period referred to in Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities (except that an acquisition of original issue securities directly from the Company shall not be deemed an acquisition for purposes of this clause (i));
(ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii), or (iv) of this paragraph) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved but excluding for this purpose any such new director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or Pers...
Vesting on Change in Control. In the event of a Change in Control (as defined in Section 10(e) of the Plan), all Shares held by the Grantee at the time of such Change in Control shall become immediately vested as provided in Section 10(e) of the Plan, except as otherwise provided in this Paragraph 9. The Grantee agrees that, notwithstanding anything herein to the contrary or the terms of the Plan or any other Company plan and so long as the terms and conditions set forth in the Consents are applicable (or such terms and conditions have been waived, modified or eliminated with the approval of the Board), neither (A) the acquisition by ESL of either (x) direct or indirect beneficial ownership of 50% or more of the Common Stock or (y) direct or indirect beneficial ownership of more than 50% of the total combined voting power with respect to the election of directors of the issued and outstanding stock of the Company nor (B) ESL having the power (whether as a result of stock ownership, revocable or irrevocable proxies, contract or otherwise) or ability to elect or cause the election of directors consisting at the time of such election of a majority of the Board, shall constitute a Change in Control with respect to the Shares granted pursuant to this Agreement or constitute a “change in control” with respect to any other restricted shares of common stock or stock options of the Company held by Grantee as of the date hereof or granted to Grantee in the future under the Plan or any other Company plan; provided, however, that the following events shall constitute a Change in Control for purposes of this Agreement and constitute a “change in control” with respect to any other restricted shares of common stock or stock options of the Company held by Grantee as of the date hereof or granted to Grantee in the future under the Plan or any other Company plan: (i) a transaction in which the Company is acquired by or merges, consolidates or combines with, or is merged, consolidated or combined with, ESL or any entity controlled by ESL; or (ii) a “Rule 13e-3 transaction” with ESL, as such term is defined in Rule 13e-3 of the Securities Exchange Act of 1934.
Vesting on Change in Control. In the event of a Change in Control ---------------------------- (as defined in the Stockholders Agreement), then the Repurchase Option shall lapse as to all Unreleased Shares, which shall automatically convert into shares of Class A Common Stock in accordance with Section 11, and any successor to the Company prior to or upon the consummation of such Change in Control shall confirm in writing to Executive such successor's obligation to deliver to Executive any Unreleased Shares (and any securities, cash or other property deliverable in respect thereof). The Company shall not effect a Change in Control unless the successor entity (if other than the Company) resulting from such Change in Control shall have assumed by a written instrument executed and mailed by certified mail or delivered to Executive at his last address appearing on the books of the Company, stating the obligation of such successor to deliver to Executive such shares of stock, securities or assets which Executive is entitled to receive. Upon the delivery of a Drag-Along Notice (as defined in the Stockholders Agreement), Executive shall convert all of his Shares into Class A Common Stock, after giving effect to any lapse of the Repurchase Option provided for in this Section 9, whereupon such shares of Class A Common Stock shall be subject to the provisions of the Stockholders Agreement as provided in Section 17.
Vesting on Change in Control. All provisions outlined in the deferred compensation portions of this Agreement will vest 100% at Change in Control as defined therein.
Vesting on Change in Control. On the occurrence of a Change in Control, as defined in Section 4.7(a), below, Executive’s interest in fifty percent (the “Vested Percentage”) of the total amount credited to the Deferral Account as of the date of the Change In Control shall become fully vested. The Bank shall pay the Vested Percentage to Executive in accordance with the provisions of Sections 3.4(c)(ii), 3.4(c)(d)(iii), and 3.4(c)(iv) above, and the Bank shall be obligated to pay such amount to Executive in accordance with such Sections even though Executive’s employment under this Agreement may have terminated prior to the date on which he attains age 65. Subject to the provisions of Section 3 .4(c)(i), above, the Bank shall pay to Executive the balance of the amounts credited to the Deferral Account in accordance with the provisions of Sections 3.4(c)(ii), 3.4(c)(iii) and 3.4(c)(iv) above. The vesting under this Section shall occur regardless of whether or not Executive’s employment under this Agreement is terminated pursuant to Section 4.7, below.
Vesting on Change in Control. In the event of a Change in Control ---------------------------- (as defined in that certain Stockholders Agreement among the Company and the investors party thereto dated as of March 5, 1998 (as amended from time to time in accordance with the terms thereof, the "Stockholders Agreement")), then the ---------------------- Repurchase Option shall lapse as to all Unreleased Shares, which shall automatically convert into shares of Class A Common Stock in accordance with Section 7, and any successor to the Company prior to or upon the consummation of such Change in Control shall confirm in writing to Purchaser such successor's obligation to deliver to Purchaser any Unreleased Shares (and any securities, cash or other property deliverable in respect thereof). The Company shall not effect a Change in Control unless the successor entity (if other than the Company) resulting from such Change in Control shall have assumed by a written instrument executed and mailed by certified mail or delivered to Purchaser at his last address appearing on the books of the Company, stating the obligation of such successor to deliver to Purchaser such shares of stock, securities or assets which Purchaser is entitled to receive.
Vesting on Change in Control. Notwithstanding the provisions of subsection 2(d), if, within twelve (12) months after C. Xxxxx Xxxx and/or members of his family cease to control a majority of the Company’s issued and outstanding Class B Common Stock (a “Change in Control”), Xx. Xxxxx’x employment with the Company or any successor employer following the Change in Control (in either case, his “Employer”) is terminated by the Employer without Cause or by Xx. Xxxxx for Good Reason, the Option shall become immediately exercisable to the extent provided below. If a Change in Control occurs while the Option remains in effect:
(i) Prior to January 1, 2017 No accelerated vesting
(ii) On or after January 1, 2017 but prior to January 1, 2018 Vesting as to 20% of the unvested Shares
(iii) On or after January 1, 2018 but prior to January 1, 2019 Vesting as to 25% of the unvested Shares
(iv) On or after January 1, 2019 but prior to January 1, 2020 Vesting as to 40% of the unvested Shares
(v) On or after January 1, 2020 but prior to January 1, 2021 Vesting as to 60% of the unvested Shares
(vi) On or after January 1, 2021 but prior to January 1, 2022 Vesting as to 80% of the unvested Shares
(vii) On or after January 1, 2022 Vesting as to all Shares remaining unvested
Vesting on Change in Control. Prior to the Expiration Date, the Restricted Stock shall vest, the restrictions contained in Section 2 shall lapse and this Agreement shall terminate as to all of the Shares that have not previously become Vested Shares upon a “change in control” of the Company (as defined in the Plan).
