Change in Control Vesting Sample Clauses
The Change in Control Vesting clause defines how an employee’s unvested equity or stock options become vested if the company undergoes a significant ownership change, such as a merger or acquisition. Typically, this clause specifies that some or all unvested shares will immediately vest, either fully or partially, upon the occurrence of a change in control event. Its core function is to protect employees by ensuring they are not deprived of earned equity due to corporate restructuring, thereby aligning their interests with the company’s long-term success and providing security in the event of major organizational changes.
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Change in Control Vesting. Subject to the provisions of Section 15 of the Plan, if a Change in Control occurs, 100% of the remaining unvested Option Shares shall be immediately vested and exercisable upon the Change in Control and, along with unexercised vested Option Shares, shall remain exercisable through the Expiration Date.
Change in Control Vesting. The shares of Common Stock underlying each Tranche of Performance Shares may also vest on an accelerated basis in accordance with the applicable provisions of Paragraph 4 of this Agreement should a Change in Control occur after the start but prior to the completion of the Performance Period applicable to that particular Tranche or the Certification Date. Issuance Date: The shares of Common Stock which actually vest and become issuable pursuant to each Tranche of Performance Shares shall be issued in accordance with the provisions of this Agreement applicable to the particular circumstances under which such vesting occurs.
Change in Control Vesting. Upon a Change in Control, and notwithstanding any provision to the contrary in any applicable plan, program or agreement, upon the occurrence of a Change in Control, all equity incentive awards held by the Executive shall become fully vested and all stock options held by the Executive shall become fully exercisable.
Change in Control Vesting. Upon the occurrence of a Change in Control, any Option shall vest as set forth in Section 2.9.
Change in Control Vesting. Effective immediately prior to a Change in Control, all equity awards outstanding as of the Effective Date, including but not limited to, options to purchase common stock of the Company, shares of restricted stock, and restricted stock units, if any, then held by You will be fully vested and exercisable. Unless otherwise expressly provided for in an equity award agreement, any equity awards granted following the Effective Date, including but not limited to, options to purchase common stock of the Company, shares of restricted stock, and restricted stock units, if any, then held by You will be fully vested and exercisable in full in the event of Your CIC Qualifying Termination, with the level of performance achieved for any performance-based equity awards and the timing of settlement for any equity awards specified in the underlying equity award agreements.
Change in Control Vesting. Unless otherwise expressly provided for in an equity award agreement, any equity awards, including but not limited to, options to purchase common stock of the Company, shares of restricted stock, and restricted stock units, if any, then held by You will be fully vested and exercisable in full in the event of Your CIC Qualifying Termination.
Change in Control Vesting. The shares of Common Stock underlying the Performance Shares subject to this Award may also vest on an accelerated basis in accordance with Paragraph 5 should a Change in Control occur prior to the completion of the Performance Period.
Change in Control Vesting. The shares of Common Stock underlying the Award may also vest on an alternative basis in accordance with Paragraph 5 should a Change in Control occur prior to the completion of the Measurement Period. Issuance Schedule: The shares of Common Stock which actually vest and become issuable pursuant to the terms of this Agreement shall be issued in accordance with the provisions of this Agreement applicable to the particular circumstances under which such vesting occurs. The actual issuance of the shares shall be subject to the Corporation’s collection of all applicable Withholding Taxes as set forth in Paragraph 7 of this Agreement.
Change in Control Vesting. (i) Section 10(b)(iv) of the Plan shall not apply to the shares of Restricted Stock granted under this Agreement. Instead (and notwithstanding the vesting schedule described in subsection (a) above), the following vesting provisions shall apply: In the event of a Change in Control, fifty percent (50%) of the shares of Restricted Stock will immediately vest (subject to the Participant’s continued employment with the Company or an Affiliate through the date of the Change in Control). Further, in the event that (a) a Change in Control occurs and (b) during the twelve-month period following such Change in Control, the Participant’s employment is terminated by the Company or an Affiliate for any reason other than for (i) Cause or (ii) Disability, or the Participant terminates his employment during this twelve-month period for Good Reason (as defined in the Employment Agreement), then 100% of the shares of Restricted Stock shall be vested immediately. For purposes of clarification, in the event of a termination of the Participant’s employment by the Company or an Affiliate for Cause or Disability, by the Participant for any reason other than Good Reason, or in the event of the Participant’s death, the unvested shares of Restricted Stock shall not be vested pursuant to the preceding sentence.
(ii) In the event of a Change of Control whereby all of the capital stock of the Company (including, without limitation the Common Stock of the Company and the Restricted Stock hereunder) is exchanged, redeemed, converted or otherwise reclassified, notwithstanding the form of Corporate Transaction, into the right to receive the equity securities or other property (other than cash) of the surviving, successor or purchasing corporation, or a parent or subsidiary thereof in such Change of Control (as applicable, the “Purchasing Corporation”), then, and in each such case, as part of such Change of Control, provision shall be made so as to allow the Participant to receive, subject to the vesting terms and other provision hereof, the number of shares of equity securities or such other property of the Purchasing Corporation as would any holder of shares of Common Stock of the Company receive upon the closing of such Change of Control. The foregoing shall similarly apply to any successive Change of Control. If the per-share consideration payable to any holder of shares of Common Stock of the Company in connection with any such transaction is in a form other than cash or marketable s...
Change in Control Vesting. Except as provided for herein, the provisions of Section 19 of the Plan shall apply to your MSUs in the event of a Change in Control of the Company (as defined in the Plan). In the event of a Change in Control prior to the end of the Measurement Year, for purposes of determining the level of performance achieved as of the date of the Change in Control, the Measurement Year shall be deemed to have ended immediately prior to the effective date of the Change in Control. In such event, the Measurement Share Value and the Measurement Index Value (each as defined in Exhibit A) shall be determined based on the closing price for the Shares and the closing Index value as of the date of the Change in Control (not based on average amounts as provided for in Exhibit A). In addition, in the event of a Change in Control, the proportionate number of the Target Number of MSUs not subject to vesting on the date of the Change in Control based on the level of performance achieved as of the date of the Change in Control shall be converted into time-based Restricted Stock Units (“RSUs”) that will vest on the Final Payment Date, subject to your continued employment through such date, subject to Paragraph 4 above, Section 19(a)(ii) of the Plan or as otherwise provided for in a written agreement between you and the Company. If a Change in Control occurs after the end of the Measurement Year, but before the Certification Date has occurred, and you were employed by the Company on the date of the Change in Control, you will have the right to receive Shares in respect of your vested MSUs as provided in Paragraph 5 above, or the dollar value equivalent thereof, at the Company’s option, determined in accordance with the vesting provisions of Paragraph 3 of this Agreement (which determination shall occur no later than the date of such Change in Control).