Common use of Acceleration of Vesting Upon Change in Control Clause in Contracts

Acceleration of Vesting Upon Change in Control. Notwithstanding any other provision in this Agreement, the Restricted Shares shall be vested as to 100% of the Restricted Shares on the date of a “Change in Control.” A “Change in Control” shall mean any of the following: (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other corporate reorganization are owned by persons who were not shareholders of the Company immediately prior to such merger, consolidation or other corporate reorganization, (ii) a public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that any person or group has acquired beneficial ownership of more than 50% of the then outstanding shares of Common Stock and, for this purpose, the terms “person,” “group” and “beneficial ownership” shall have the meanings provided in Section 13(d) of the Exchange Act or related rules promulgated by the Securities and Exchange Commission; (iii) the Continuing Directors (as defined below) cease to constitute a majority of the Company’s Board of Directors; (iv) a sale of all or substantially all of the assets of the Company or the dissolution of the Company; (v) the commencement of or public announcement of an intention to make a tender or exchange offer for more than 50% of the then outstanding shares of the Common Stock; or (vi) the majority of Continuing Directors, in their sole and absolute discretion, determine that there has been a change in control of the Company. “Continuing Director” shall mean any person who is a member of the Board of Directors of the Company, who (A) was a member of the Board of Directors on the date of this Agreement or (B) subsequently becomes a member of the Board of Directors, if such person’s initial nomination for election or initial election to the Board of Directors is recommended or approved by a majority of the Continuing Directors.

Acceleration of Vesting Upon Change in Control. Notwithstanding any other provision Section 3 hereof, in the event of a Change in Control of the Company while this option is in effect, this option shall, immediately prior to the consummation of such Change in Control, become fully vested and all unexercised options shall be exercisable by the Employee: provided, however, that the Board, in its sole discretion, may require that the Employee’s rights under this section shall be conditioned on approval by the stockholders of the Company in accordance with Section 280G(b)5(B) of the Code and regulations thereunder. For purposes of this Agreement, the Restricted Shares shall be vested as to 100% of the Restricted Shares on the date of a “Change in Control.” A “Change in Control” shall mean means the occurrence of any of the following: following events: (ia) the consummation The Company is merged or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% majority of the combined voting power of the continuing then-outstanding securities of such surviving, resulting or surviving entity’s securities outstanding reorganized corporation or person immediately after such merger, consolidation transaction is held in the aggregate by the holders of the then-outstanding securities entitled to vote generally in the election of directors of the Company (“Voting Stock”) immediately prior to such transaction: (b) The Company sell or otherwise transfers all or substantially all of its assets to any other corporation or other corporate reorganization are owned legal person, and as a result of such sales or transfer less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such sale or transfer is held in the aggregate by persons who were not shareholders the holder of Voting Stock of the Company immediately prior to such merger, consolidation sale or other corporate reorganization, transfer; (iic) a public announcement (which, for purposes of this definition, shall include, without limitation, There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) , disclosing that any person or group has acquired beneficial ownership of more than 50% of the then outstanding shares of Common Stock and, for this purpose, the terms “person,” “group” and “beneficial ownership” shall have the meanings provided (as such term is used in Section 13(d13(d)(3) or Section 14(d)(2) of the Exchange Act Act) has become the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act) of securities representing 35% or related rules promulgated by more of the Voting Stock of the Company; (d) The Company files a report or proxy statement with the Securities and Exchange Commission; Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (iiior any successor schedule, form or report or item therein) the Continuing Directors (as defined below) cease to constitute a majority of the Company’s Board of Directors; (iv) a sale of all or substantially all of the assets of the Company or the dissolution of the Company; (v) the commencement of or public announcement of an intention to make a tender or exchange offer for more than 50% of the then outstanding shares of the Common Stock; or (vi) the majority of Continuing Directors, in their sole and absolute discretion, determine that there has been a change in control of the Company has occurred; or (e) If during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company. ’s stockholders, of each director of the Company first elected during such period was approved by a vote of at least a majority of the directors then still in office who were directors of the Company at the beginning of any such period; Provided, however, that a “Continuing DirectorChange in Control” shall mean any person who is a member not be deemed to have occurred for purposes of this Agreement solely because (x) the Company, (y) an entity in which the Company directly or indirectly beneficially owns 50% or more of the Board of Directors voting securities, or (z) any Company-sponsored employee stock ownership plan or any other employee benefit plan of the Company, who either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (Aor any successor schedule, form or report) was under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock or because the Company reports that a member change in control of the Board Company has occurred by reason of Directors on the date of this Agreement or (B) subsequently becomes a member of the Board of Directors, if such person’s initial nomination for election or initial election to the Board of Directors is recommended or approved by a majority of the Continuing Directorsbeneficial ownership.

Acceleration of Vesting Upon Change in Control. Notwithstanding any other provision in this Agreement, the Restricted Shares shall be vested as to 100% of the Restricted Shares on the date of a “Change in Control.” A “Change in Control” shall mean any of the following: (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other corporate reorganization are owned by persons who were not shareholders of the Company immediately prior to such merger, consolidation or other corporate reorganization, (ii) a public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that any person or group has acquired beneficial ownership of more than 50% of the then outstanding shares of Common Stock and, for this purpose, the terms “person,” “group” and “beneficial ownership” shall have the meanings provided in Section 13(d) of the Exchange Act or related rules promulgated by the Securities and Exchange Commission; (iii) the Continuing Directors (as defined below) cease to constitute a majority of the Company’s Board of Directors; (iv) a sale of all or substantially all of the assets of the Company or the dissolution of the Company; (v) the commencement of or public announcement of an intention to make a tender or exchange offer for more than 50% of the then outstanding shares of the Common Stock; or (vi) the majority of Continuing Directors, in their sole and absolute discretion, determine that there has been a change in control of the Company. “Continuing Director” shall mean any person who is a member of the Board of Directors of the Company, who (A) was a member of the Board of Directors on the date of this Agreement or (B) subsequently becomes a member of the Board of Directors, if such person’s initial nomination for election or initial election to the Board of Directors is recommended or approved by a majority of the Continuing Directors.

Acceleration of Vesting Upon Change in Control. Notwithstanding any other provision in this Agreement, in the Restricted Shares shall be vested as to 100% of the Restricted Shares on the date event of a “Change in Control.” prior to the end of the Performance Period, the Performance Period shall be deemed to end on the date of the Change in Control and the Employee shall be entitled to retain the RSUs which shall vest on the Determination Date to the extent that the performance goals are achieved, as adjusted for the truncated Performance Period and determined by the Committee in its sole discretion. A “Change in Control” shall mean any of the following: (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other corporate reorganization are owned by persons who were not shareholders of the Company immediately prior to such merger, consolidation or other corporate reorganization, (ii) a public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that any person or group has acquired beneficial ownership of more than 50% of the then outstanding shares of Common Stock and, for this purpose, the terms “person,” “group” and “beneficial ownership” shall have the meanings provided in Section 13(d) of the Exchange Act or related rules promulgated by the Securities and Exchange Commission; (iii) the Continuing Directors (as defined below) cease to constitute a majority of the Company’s Board of Directors; (iv) a sale of all or substantially all of the assets of the Company or the dissolution of the Company; (v) the commencement of or public announcement of an intention to make a tender or exchange offer for more than 50% of the then outstanding shares of the Common Stock; or (vi) the majority of Continuing Directors, in their sole and absolute discretion, determine that there has been a change in control of the Company. “Continuing Director” shall mean any person who is a member of the Board of Directors of the Company, who (A) was a member of the Board of Directors on the date of this Agreement or (B) subsequently becomes a member of the Board of Directors, if such person’s initial nomination for election or initial election to the Board of Directors is recommended or approved by a majority of the Continuing Directors.

Acceleration of Vesting Upon Change in Control. Notwithstanding any other provision (i) In the event that a Change in this Agreement, the Restricted Shares shall be vested as to 100% Control of the Restricted Shares on Company occurs during the Grantee’s Continuous Service, all of the LTIP Units subject to this Award Agreement shall become Vested LTIP Units as of the date of a “the Change in Control.” A “Control (the Conversion Percentage shall be 100% with respect to such Vested LTIP Units). Except as otherwise provided below or in Section 3(b)(ii) or 3(b)(iii), if the Change in Control” shall mean any of the following: (i) the consummation of Control results in a consolidation or merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation or other corporate reorganization are owned by persons who were not shareholders of the Company immediately prior to such merger, consolidation or other corporate reorganization, (ii) a public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that any person or group has acquired beneficial ownership of more than 50% of the then outstanding shares of Common Stock and, for this purpose, the terms “person,” “group” and “beneficial ownership” shall have the meanings provided in Section 13(d) of the Exchange Act or related rules promulgated by the Securities and Exchange Commission; (iii) the Continuing Directors (as defined below) cease to constitute a majority of the Company’s Board of Directors; (iv) a sale of all or substantially all of the assets of the Company or the dissolution of the Company; (v) the commencement of or public announcement of an intention to make a tender or exchange offer for more than 50% of the then in which outstanding shares of common stock are exchanged for securities, cash, or other property of an unrelated corporation or business entity or in the event of a liquidation of the Company (in each case, a “Transaction”), then the Vested LTIP Units also automatically shall be converted (pursuant to Section 4.07 of the Partnership Agreement, “Conversion”) to Common StockUnits and shall receive the same kind and amount of consideration as other holders of Common Units in connection with the consummation of the Transaction. Notwithstanding the foregoing, the Grantee may elect to forego the Conversion because the Target Balance (as that term is defined in the Partnership Agreement, “Target Balance”) has not been achieved pursuant to Section 6.02(c) of the Partnership Agreement with respect to such Vested LTIP Units. (ii) If some or all of the LTIP Units awarded to the Grantee hereunder are not, as of the time of the Transaction, eligible for Conversion or redemption (as determined under Section 8.06 of the Partnership Agreement, “Redemption”), or the Grantee elects to forego the Conversion as described above, and the acquiring or succeeding entity is itself, or has a subsidiary which is organized as a partnership or limited liability company (consisting of a so-called “UPREIT,” “UP-C” or other structure substantially similar in purpose or effect to that of the Company and the Partnership), then the Board, or the board of directors of any corporation assuming the obligations of the Company (the “Acquiror”), must cause the Partnership to provide that such Vested LTIP Units shall be assumed or equivalent awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with respect to all Vested LTIP Units subject to this Award which are not eligible for Conversion or Redemption, or with respect to which the Grantee elects to forego the Conversion as described above, at the time, whereby all such Vested LTIP Units covered by this Award Agreement shall be assumed by the acquiring or succeeding entity, or equivalent awards shall be substituted by the acquiring or succeeding entity, and the acquiring or succeeding entity shall preserve with respect to the assumed LTIP Units or any securities to be substituted for such LTIP Units, as far as reasonably possible under the circumstances, the distribution, special allocation, Conversion, Redemption and other rights set forth in the Partnership Agreement for the benefit of the holders of LTIP Units; and (iii) If some or all of the LTIP Units awarded to the Grantee hereunder are not, as of the time of the Transaction, so eligible for Conversion or Redemption, or with respect to which the Grantee elects to forego the Conversion as described above, and after exercise of reasonable commercial efforts the Company or the Acquiror is unable to treat the Vested LTIP Units in accordance with Section 3(b)(ii) above, then the Company or the Acquiror must, upon prior written notice to the LTIP Unitholders of not less than thirty (vi30) days, provide that such Vested LTIP Units shall terminate immediately prior to the majority consummation of Continuing Directorsthe Transaction, in their sole and absolute discretion, determine which case such action shall be subject to a provision that there has been a change in control the settlement of the Company. “Continuing Director” shall mean any person who is terminated award of Vested LTIP Units which are not eligible for Conversion or Redemption requires a member payment of the Board same kind and amount of Directors consideration payable in connection with the Transaction to a holder of the Company, who number of Common Units into which the Vested LTIP Units to be terminated could be converted on the Redemption (Aincluding the right to make elections as to the type of consideration) was if the Transaction were of a member nature that permitted a revaluation of the Board of Directors on Grantee’s Capital Account balance under the date of this Agreement or (B) subsequently becomes a member terms of the Board Partnership Agreement and such revaluation resulted in the Target Balance being achieved for all of Directors, if such person’s initial nomination for election or initial election Vested LTIP Units pursuant to the Board of Directors is recommended or approved by a majority Section 6.02(c) of the Continuing DirectorsPartnership Agreement, as determined by the Committee in good faith in accordance with the Plan.

Acceleration of Vesting Upon Change in Control. Notwithstanding any other provision Section 3 hereof, in the event of a Change in Control of the Company while this option is in effect, this option shall, immediately prior to the consummation of such Change in Control, become fully vested and all unexercised options shall be exercisable by the Optionee; provided, however, that the Board, in its sole discretion, may require that the Optionee’s rights under this Section 16 shall be conditioned on approval by the stockholders of the Company in accordance with Section 280G(b)5(B) of the Code and regulations thereunder. For purposes of this Agreement, the Restricted Shares shall be vested as to 100% of the Restricted Shares on the date of a “Change in Control.” A “Change in Control” shall mean means the occurrence of any of the following: following events: (ia) the consummation The Company is merged or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than 50% majority of the combined voting power of the continuing then-outstanding securities of such surviving, resulting or surviving entity’s securities outstanding reorganized corporation or person immediately after such merger, consolidation transaction is held in the aggregate by the holders of the then-outstanding securities entitled to vote generally in the election of directors of the Company (“Voting Stock”) immediately prior to such transaction; (b) The Company sells or otherwise transfers all or substantially all of its assets to any other corporation or other corporate reorganization are owned legal person, and as a result of such sale or transfer less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such sale or transfer is held in the aggregate by persons who were not shareholders the holders of Voting Stock of the Company immediately prior to such merger, consolidation sale or other corporate reorganization, transfer; (iic) a public announcement (which, for purposes of this definition, shall include, without limitation, There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) , disclosing that any person or group has acquired beneficial ownership of more than 50% of the then outstanding shares of Common Stock and, for this purpose, the terms “person,” “group” and “beneficial ownership” shall have the meanings provided (as such term is used in Section 13(d13(d)(3) or Section 14(d)(2) of the Exchange Act Act) has become the “beneficial owner” (as such term is used in Rule 13d-3 under the Exchange Act) of securities representing 35% or related rules promulgated by more of the Voting Stock of the Company; (d) The Company files a report or proxy statement with the Securities and Exchange Commission; Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (iiior any successor schedule, form or report or item therein) the Continuing Directors (as defined below) cease to constitute a majority of the Company’s Board of Directors; (iv) a sale of all or substantially all of the assets of the Company or the dissolution of the Company; (v) the commencement of or public announcement of an intention to make a tender or exchange offer for more than 50% of the then outstanding shares of the Common Stock; or (vi) the majority of Continuing Directors, in their sole and absolute discretion, determine that there has been a change in control of the Company has occurred; or (e) If during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company. ’s stockholders, of each director of the Company first elected during such period was approved by a vote of at least a majority of the directors then still in office who were directors of the Company at the beginning of any such period; provided, however, that a “Continuing DirectorChange in Control” shall mean any person who is a member not be deemed to have occurred for purposes of this Agreement solely because (x) the Company, (y) an entity in which the Company directly or indirectly beneficially owns 50% or more of the Board of Directors voting securities, or (z) any Company-sponsored employee stock ownership plan or any other employee benefit plan of the Company, who either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (Aor any successor schedule, form or report) was under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock or because the Company reports that a member change in control of the Board Company has occurred by reason of Directors on the date of this Agreement or (B) subsequently becomes a member of the Board of Directors, if such person’s initial nomination for election or initial election to the Board of Directors is recommended or approved by a majority of the Continuing Directorsbeneficial ownership.