Common use of Vesting on Change in Control Clause in Contracts

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 Notwithstanding Section 3.1, in the event of a Change in Control (as defined in Section 10(e) Control, all of the Plan)Restricted Stock Units shall become vested immediately, all Shares held by as of the Grantee at date of the time of such Change in Control Control. For the purposes of this Agreement, a “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 mean (or such terms and conditions have been waived, modified or eliminated with the approval of the Board), neither (Ai) the acquisition by ESL of either (xany “person” as such term is used in Sections 13(d) direct or indirect beneficial ownership of 50% or more and 14(d) of the Common Stock Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than a current shareholder or (y) direct affiliate of such shareholder or indirect beneficial ownership the Company, of stock of the Company representing more than fifty percent (50% %) of the total combined voting power of the Company’s stock; (ii) a merger or consolidation of the Company with respect any other person (other than an affiliate), other than a merger or consolidation which would result in the voting stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting interests of the surviving entity) more than fifty percent (50%) of the surviving entity’s outstanding combined voting power immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person acquires more than fifty percent (50%) of the combined voting stock of the Company’s then outstanding interests shall not constitute a Change in Control; (iii) the approval by stockholders of the Company, or if stockholder approval is not required, approval by the Board, of a plan of complete liquidation or dissolution of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets (in all cases other than the sale, transfer or disposition of all or substantially all of the assets of the Company to an affiliate); or (iv) a change in the composition of the Board during any 12-month period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating 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 1934Company.

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 equity 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 equity 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 that (i) following a Change in Control, the Executive’s Date of Termination (as defined in subparagraph 4(h)) occurs as a result of termination by the Company (or a successor) for reasons other than Cause (as defined in subparagraph 4(c)) or the Executive’s employment terminates by reason of a Constructive Discharge (as defined in subparagraph 4(d)) or (ii) the LTIP (or a successor plan thereto) is terminated by the Company or a successor following a Change in Control (as defined in Section 10(e) without provision for the continuation of the Planoutstanding equity-based awards granted to the Executive pursuant to the Original Agreement (the “Protected Awards”), all Shares any portion of the then outstanding Protected Awards shall become immediately fully vested and, to the extent applicable, exercisable, and any awards granted under the ProLogis 1997 Long Term Incentive Plan (the “1997 LTIP”), the LTIP or under any other incentive, compensation or other plan that are held by the Grantee at Executive on the time Date of such Termination shall vest and shall be exercisable or payable in accordance with their terms. For purposes of this Agreement, a “Change in Control” means the happening of any of the following: (i) The consummation of a transaction, approved by the shareholders of the Company, to merge the Company into or consolidate the Company with another entity, sell or otherwise dispose of all or substantially all of its assets or adopt a plan of liquidation, provided, however, that a Change in Control shall become immediately vested as provided in Section 10(e) not be deemed to have occurred by reason of a transaction, or a substantially concurrent or otherwise related series of transactions, upon the Plan, except as otherwise provided in this Paragraph 9. The Grantee agrees that, notwithstanding anything herein to the contrary or the terms completion 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 which 50% or more of the Common Stock or (y) direct or indirect beneficial ownership of more than the voting power of the Company, the surviving corporation or corporation directly or indirectly controlling the Company or the surviving corporation, as the case may be, is held by the same persons (as defined below) (although not necessarily in the same proportion) as held the beneficial ownership of the voting power of the Company immediately prior to the transaction or the substantially concurrent or otherwise related series of transactions, except that upon the completion thereof, employees or employee benefit plans of the Company may be a new holder of such beneficial ownership. (ii) The “beneficial ownership” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing 50% of more of the total combined voting power with respect to the election of directors of the issued and outstanding stock of the Company nor is acquired, other than from the Company, by any “person” as defined in Sections 13(d) and 14(d) of the Exchange Act (Bother than any trustee or other fiduciary holding securities under an employee benefit or other similar stock plan of the Company). (iii) ESL having At any time during any period of two consecutive years, individuals who at the power beginning of such period were members of the Board cease for any reason to constitute at least a majority thereof (whether as unless the election, or the nomination for election by the Company’s shareholders, of each new trustee was approved by a result vote of stock ownership, revocable or irrevocable proxies, contract or otherwise) or ability to elect or cause at least two-thirds of the election of directors consisting trustees still in office at the time of such election or nomination who were trustees at the beginning 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 such period). (iv) For purposes of this Agreement and constitute a Agreement, the following terms shall be defined as indicated: (1) The term “change in controlBeneficial Owner” with respect to any other restricted shares of common stock or stock options of the Company held by Grantee shall mean beneficial owner 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 13d-3 under the Securities Exchange Act of 1934Act.