Common use of Vesting Upon Corporate Transaction Clause in Contracts

Vesting Upon Corporate Transaction. (a) Notwithstanding Section 2 above, if prior to the last day of the Measurement Period, a Corporate Transaction occurs while Grantee holds Restrictive Stock Units, and the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), then the Target Number of Units shall become immediately and unconditionally vested effective immediately prior to and conditioned upon the consummation of such Corporate Transaction, regardless of the Performance Criteria. (b) Notwithstanding Section 4(a) above, if the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the Restricted Stock Units shall not accelerate in connection with such Corporate Transaction to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however: (i) if Xxxxxxx’s Continuous Service is terminated without Cause or pursuant to a Constructive Termination (as defined below) within 24 months following such Corporate Transaction, the Target Number of Units or New Incentives comparable in value to the Target Number of Units shall vest effective upon such termination, regardless of the Performance Criteria; or (ii) if, following a Corporate Transaction, Grantee shall have provided Continuous Service through the end of the Measurement Period, then the Target Number of Units or New Incentives comparable in value to the Target Number of Units shall vest effective as of the last day of the Measurement Period, regardless of the Performance Criteria. (c) For purposes of this Agreement, the following terms shall have the meanings set forth below:

Appears in 3 contracts

Samples: Restricted Stock Unit Award Agreement (Deckers Outdoor Corp), Restricted Stock Unit Award Agreement (Deckers Outdoor Corp), Restricted Stock Unit Award Agreement (Deckers Outdoor Corp)

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Vesting Upon Corporate Transaction. (a) Notwithstanding Section 2 2.3 above, if prior to Awardee holds unvested Stock Units at the last day of the Measurement Period, time a Corporate Transaction occurs while Grantee holds Restrictive Stock Unitsoccurs, and the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), then all of the Target Number of unvested Stock Units shall become immediately and unconditionally vested vested, and the restrictions with respect to all of the unvested Stock Units shall lapse, effective immediately prior to and conditioned upon the consummation of such Corporate Transaction, regardless of the Performance Criteria. (b) Notwithstanding Section 4(asubsection 2.5(a) above, if the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the Restricted unvested Stock Units shall not accelerate in connection with such Corporate Transaction to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however: (i) , if Xxxxxxx’s Continuous there is a termination of Service is terminated of Awardee without Cause or pursuant to a Constructive Termination (as defined below) within 24 12 months following such Corporate Transaction, the Target Number of all unvested Stock Units or New Incentives comparable in value to the Target Number of Units shall vest effective upon such termination, regardless of the Performance Criteria; or (ii) if, following a Corporate Transaction, Grantee shall have provided Continuous Service through the end of the Measurement Period, then the Target Number of Units or New Incentives comparable in value to the Target Number of Units shall vest effective as of the last day of the Measurement Period, regardless of the Performance Criteria. (c) For purposes of this AgreementAgreement (including Section 2.4 above), the following terms shall have the meanings set forth below:

Appears in 3 contracts

Samples: Stock Unit Award Agreement (Deckers Outdoor Corp), Stock Unit Award Agreement (Deckers Outdoor Corp), Stock Unit Award Agreement (Deckers Outdoor Corp)

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Vesting Upon Corporate Transaction. (a) Notwithstanding Section 2 2.3 above, if prior to Awardee holds unvested Stock Units at the last day of the Measurement Period, time a Corporate Transaction occurs while Grantee holds Restrictive Stock Unitsoccurs, and the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), then all of the Target Number of unvested Stock Units shall become immediately and unconditionally vested vested, and the restrictions with respect to all of the unvested Stock Units shall lapse, effective immediately prior to and conditioned upon the consummation of such Corporate Transaction, regardless of the Performance Criteria. (b) Notwithstanding Section 4(asubsection 2.5(A)(a) above, if the acquiring or successor entity (or parent thereof) provides for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering New Incentives, then vesting of the Restricted unvested Stock Units shall not accelerate in connection with such Corporate Transaction to the extent this Agreement is continued, assumed or substituted for New Incentives; provided, however: (i) , if Xxxxxxx’s Continuous there is a termination of Service is terminated of Awardee without Cause or pursuant to a Constructive Termination (as defined below) within 24 months following such Corporate Transaction, the Target Number of all unvested Stock Units or New Incentives comparable in value to the Target Number of Units shall vest effective upon such termination, regardless of the Performance Criteria; or (ii) if, following a Corporate Transaction, Grantee shall have provided Continuous Service through the end of the Measurement Period, then the Target Number of Units or New Incentives comparable in value to the Target Number of Units shall vest effective as of the last day of the Measurement Period, regardless of the Performance Criteria. (c) For purposes of this AgreementAgreement (including Section 2.4 above), the following terms shall have the meanings set forth below:

Appears in 1 contract

Samples: Stock Unit Award Agreement (Deckers Outdoor Corp)

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