Double Trigger definition
Double Trigger means a Change in Control (“first trigger”) and a Qualifying Termination of the executive’s employment by the company without Cause or by the executive with Good Reason (“second trigger”).
Double Trigger means that both (a) a “Separation Trigger” (i.e., either an Early Separation Trigger or a Late Separation Trigger), and (b) the Acquisition Trigger, have occurred.
Double Trigger. Vesting for Assumed Awards. To the extent the successor company does equitably assume, continue or substitute outstanding Awards, the Restricted Stock Units (for the avoidance of doubt, in the case of Restricted Stock Units based on Sections 4.1 or 4.2 above) shall continue to vest but without regard to the achievement of any Performance Goals; provided, however, that if the Participant experiences a Qualifying Termination, such Restricted Stock Units shall become fully vested as of the date of such Qualifying Termination.
Examples of Double Trigger in a sentence
Except as provided in Exhibit A with respect to a Double Trigger Event, if the performance thresholds set forth in Exhibit A are not met, no payment shall be made with respect to the Performance Units, whether or not vested.
The term of this Agreement shall end upon the earlier of (i) the delivery of all of the Shares or other consideration to be issued in exchange for the Restricted Stock Units (and accrued dividend equivalents) subject to the Award granted to the Employee or (ii) upon the termination of the Employee’s Service for any reason other than retirement under the Retirement Plan, the Employee’s Disability or death or in connection with a Double Trigger Event.
For purposes of this Section 12, the date of the Double Trigger Event shall be the later of the effective date of the Change in Control and the date of the Associate’s termination of employment as contemplated in this Section 12(c).
The provisions of Sections 5 and 8 requiring payment after a Double Trigger Event or otherwise upon an Employee’s termination of Service shall be construed to require that the Employee “separate from service” with Clearwater and its Affiliates within the meaning of Treasury Regulation Section 1.409A-1(h) as a condition to the Employee receiving such payment.
No Performance Units earned and vested shall be payable prior to the Committee’s certification; provided, however, Committee certification shall not apply in the event of a Double Trigger Event, unless otherwise provided in an agreement pursuant to paragraph 13 of the Agreement.
More Definitions of Double Trigger
Double Trigger. - means that if following the closing of a Corporate Transaction: (i) the Officer Holder is not offered to continue to be employed by the Company (or the surviving entity following the merger) in a comparable or more senior functions, duties or responsibilities and/or on comparable or favorable terms; or (ii) within 12 months following the closing of said Corporate Transaction the Office Holder's employment with the Company (or the surviving entity following merger) is terminated not for Cause (as such term is defined in such Office Holder’s applicable employment agreement); or (iii) within 12 months following the closing of said Corporate Transaction the Company (or the surviving entity following the merger) initiates a demotion (or a notice thereof) in the Office Holder's functions, duties or responsibilities and/or in the Office Holder’s compensation, then, under such circumstances, the applicable Office Holder shall be entitled to acceleration of the vesting of his Awards.
Double Trigger means the consummation by the Company of: (i) a merger, consolidation, share purchase or similar corporate transaction as a result of which at its closing shares of the Company are issued or exchanged, or converted into cash, securities or other property of another corporate entity, such that persons (in the case of a merger, consolidation or similar corporate transaction) or a person or a group of persons acting in concert (in the case of a share purchase) who held less than the majority of the Company's issued and outstanding shares immediately prior to said transaction hold a majority of the issued and outstanding shares in the Company as a result of said transaction, or (ii) a sale of all or substantially all of the assets of the Company to another entity which is not controlling, controlled by or under common control with the Company (the “Successor Entity”) (each of sub-clauses (i) and (ii), a “Change of Control Trigger”), and, following such Change of Control Trigger, there is a second trigger event, being any of the following: (a) with respect to a Change of Control Trigger under clause (i), Executive's employment is terminated by the Company without Cause or Executive resigns from the Company for Good Reason (as defined below) within 12 months of closing of said transaction; or (b) with respect to a Change of Control Trigger under clause (ii), (A) prior to the closing of said sale, either (y) the Successor Entity does not offer Executive continued employment with the Successor Entity on terms no less favorable for Executive than those offered to Executive under this Agreement, or (z) Executive does not agree to continued employment with the Successor Entity, or (B) if the Successor Entity and Executive agree to Executive's continued employment with the Successor Entity following the closing of such sale and, within 12 months of closing of said sale, either Executive's employment is terminated by the Successor Entity without Cause or Executive resign from the Successor Entity for Good Reason.
Double Trigger means that, in addition to the merger closing, a second event needs to occur before the awards accelerate. The second trigger is a termination of employment in certain circumstances. All Cypress RSUs granted prior to the merger closing and that are converted into cash-settled awards subject to continued vesting through your applicable vesting date after the merger closing will qualify for Double-Trigger protection under the merger agreement. This means that all such awards you hold (to the extent they remain unvested on any employment termination date) will accelerate in full if, after the merger closing, your employment is terminated by Cypress/Infineon without “cause,” or if you resign for “good reason,” (all as set forth in more detail in the merger agreement).
Double Trigger. Vesting for Assumed Awards To the extent the successor company equitably assumes, continues or substitutes the Converted EPS PSUs and Converted TSR PSUs, such PSUs shall continue to vest in accordance with Section 3.1 but without regard to achievement of any performance goals; provided, however, if during the Change in Control Protection Period, the Participant’s employment is terminated by the Company or an Affiliate (or the successor company or a subsidiary or affiliate thereof) involuntarily without Cause or voluntarily by the Participant for Good Reason, any outstanding Converted EPS PSUs and Converted TSR PSUs shall become fully vested as of the termination date.
Double Trigger. Vesting for Assumed Awards To the extent the successor company equitably assumes, continues or substitutes the RSUs (the “Converted RSUs”), such Converted RSUs shall continue to vest in accordance with Section 3.1; provided, however, if during the Change in Control Protection Period, the Participant’s employment is terminated by the Company or an Affiliate (or the successor company or a subsidiary or affiliate thereof) involuntarily without Cause or voluntarily by the Participant for Good Reason, any outstanding Converted RSUs shall become fully vested as of the termination date.
Double Trigger. Benefits. If a Change in Control or Corporate Transaction occurs with respect to the Company, and within the first twelve (12) month period after such occurrence, the Executive either voluntarily resigns his or her employment for Good Reason, or his or her employment is terminated by the Company for any reason other than Cause or Disability, then the Company shall provide the following severance benefits to the Executive, subject to execution and delivery by Executive of the Company’s standard form of release agreement:
Double Trigger means that (1) a “Change in Control” (as such term is defined in the Plan) has been consummated and (2) the employee has been terminated by the Company without “cause”, or the employee has resigned from his employment with the Company for “good reason” (as “cause” and “good reason” are defined in the Plan or, if the employee is party to an effective employment agreement with the Company that contains definitions of such terms, the definitions given to such terms in such employment agreement), in either case, within one (1) month prior to, as of, or within twelve (12) months after, the effective date of such Change in Control.