Common use of Change of Control Vesting Clause in Contracts

Change of Control Vesting. Notwithstanding the vesting conditions set forth above in paragraphs 2(a) and 2(b) above, if a Change of Control occurs before the end of the Performance Period, then the vesting requirements set forth above in paragraphs 2(a) and 2(b) above shall no longer apply with respect to any Subsequent Vesting Date after the consummation of the Change of Control and all Restricted Shares which have not otherwise vested at the time of the Change of Control shall vest as follows: i. Immediately prior to the consummation of the Change of Control, a number of Restricted Shares equal to the lesser of (1) the aggregate number of Restricted Shares that vested in accordance with paragraphs 2(a) and 2(b) above before the Change of Control, or (2) the total number of unvested Restricted Shares remaining under this agreement at the time of the Change of Control, shall vest and cease to be subject to any of the restrictions of this agreement; and ii. After the Change of Control, subject to the Grantee's continued employment and to all other terms and provisions of this Agreement, any unvested Restricted Shares remaining after the accelerated vesting pursuant to subparagraph 2(c)(i) above shall vest in five (5) increments over the immediately following five (5) anniversary dates of the date of the Change of Control. The number of Restricted Shares eligible to become vested on such five anniversaries shall be one-fifth of that number of Restricted Shares that remain subject to the transferability and forfeiture restrictions of this paragraph 2 as of the date of the Change of Control.