Common use of Termination Change in Control Clause in Contracts

Termination Change in Control. (a) In the event that the Optionee’s employment with the Company is terminated without Cause (as defined in and for purposes of the Employment Agreement), by the Optionee for Good Reason (as defined in and for purposes of the Employment Agreement), or due to the Optionee’s death or Disability (as defined in and for purposes of the Employment Agreement), the unvested portion of the Option shall vest and become exercisable in full on the date of termination (the “Termination Date”), and any unexercised portion of the vested Option shall remain exercisable for a period of twenty-four (24) months following the Termination Date. Upon expiration of such twenty-four (24) month period, any unexercised portion of the Option shall terminate in full. Notwithstanding the foregoing, in the event that an Optionee’s employment with the Company is terminated pursuant to this Section 6(a) prior to the full satisfaction of the additional vesting conditions applicable to the Equity Raise Portion set forth in Section 4(c) above, then the portion of the Equity Raise Portion that is not vested as of the Termination Date shall not vest and shall terminate immediately on the Termination Date. (b) In the event that the Optionee’s employment with the Company is terminated by the Company for Cause, the Option shall terminate on the Termination Date as to any shares of Stock subject thereto, whether vested or unvested. In the event that the Optionee’s employment with the Company is terminated by the Optionee without Good Reason, the unvested portion of the Option shall terminate on the Termination Date, and the vested portion of the Option shall remain exercisable for a period of ninety (90) days following the Termination Date. (c) In the event that the Optionee’s employment with the Company is terminated due to the Company’s decision not to renew the term of the Employment Agreement, the unvested portion of the Option shall vest and become exercisable in full on the Termination Date, and any unexercised portion of the vested Option shall remain exercisable for a period of twenty-four (24) months following the Termination Date. Notwithstanding the foregoing, in the event that an Optionee’s employment with the Company is terminated pursuant to this Section 6(c) prior to the full satisfaction of the additional vesting conditions applicable to the Equity Raise Portion set forth in Section 4(c) above, then the portion of the Equity Raise Portion that is not vested as of the Termination Date shall not vest and shall terminate immediately on the Termination Date. (d) In the event of a Change in Control (as defined in and for purposes of the Employment Agreement), the unvested portion of the Option shall vest and become exercisable in full; provided, however, that if the additional vesting conditions applicable to the Equity Raise Portion set forth in Section 4(c) above have not been fully satisfied as of the date of the Change in Control, then only the portion of the Equity Raise Portion that has vested in accordance with Section 4(c) shall vest on the Change in Control and the remaining unvested portion of the Equity Raise Portion shall continue to vest in accordance with Section 4(c). (e) Notwithstanding anything to the contrary in this Section 6, the Option shall not be exercisable later than the date of its termination as set forth in Section 4(a) hereof.

Termination Change in Control. (a) In If during the event that Performance Period (i) the Optionee’s employment Participant incurs a Termination of Service with the Company is terminated without Cause for any reason other than as described in Sections 4(b) or 4(d), (as defined ii) there occurs a material breach of these Terms and Conditions by the Participant, or (iii) the Participant fails to meet the tax withholding obligations described in and for purposes Section 5(a) hereof, all rights of the Employment Agreement), by the Optionee for Good Reason (as defined in and for purposes of the Employment Agreement), or due Participant to the Optionee’s death or Disability (Units that have not vested in accordance with the terms of this Agreement as defined in and for purposes of the Employment Agreement), the unvested portion of the Option shall vest and become exercisable in full on the date of termination (the “Termination Date”), and any unexercised portion of the vested Option shall remain exercisable for a period of twenty-four (24) months following the Termination Date. Upon expiration of such twenty-four (24) month period, any unexercised portion of the Option shall terminate in full. Notwithstanding the foregoing, in the event that an Optionee’s employment with the Company is terminated pursuant to this Section 6(a) prior to the full satisfaction of the additional vesting conditions applicable to the Equity Raise Portion set forth in Section 4(c) above, then the portion of the Equity Raise Portion that is not vested as of the Termination Date shall not vest and shall terminate immediately on the Termination Dateand be forfeited in their entirety. (b) In the event that of the OptioneeParticipant’s employment with Termination of Service during the Company is terminated by Performance Period due to the Company for CauseParticipant’s death or disability, the Option target number of Units set forth in the Notice shall terminate be deemed immediately vested, no longer subject to forfeiture and settled on the Termination Date as to any shares of Stock subject thereto, whether vested or unvested. In the event that the Optionee’s employment with the Company is terminated by the Optionee without Good Reason, the unvested portion of the Option shall terminate on the Termination Date, and the vested portion of the Option shall remain exercisable for a period of ninety (90) days following the Termination Certification Date. (c) In the event that the Optionee’s employment with the Company is terminated due to the Company’s decision not to renew the term of the Employment Agreement, the unvested portion Participant’s Termination of the Option shall vest and become exercisable in full on the Termination Date, and any unexercised portion of the vested Option shall remain exercisable for a period of twenty-four (24) months Service following the Termination Date. Notwithstanding the foregoing, in the event that an Optionee’s employment with the Company is terminated pursuant to this Section 6(c) Performance Period and prior to the full satisfaction Certification Date for any reason other than for Cause, the Participant will be issued the applicable number of Shares in respect of Units (or a combination of Shares and cash) that become settled on the Certification Date. In the event of the additional vesting conditions applicable Participant’s Termination of Service for Cause following the Performance Period and prior to the Equity Raise Portion set forth in Section 4(c) aboveCertification Date, then the portion all of the Equity Raise Portion that is not vested as of the Termination Date shall not vest and shall terminate immediately on the Termination DateParticipant’s Units will be forfeited. (d) In Notwithstanding the foregoing, the following provisions shall apply in the event of a Change in Control Control: (as defined i) If the Units are assumed or replaced by the successor entity in and connection with such Change in Control, then the Units will be converted to shares of time-based restricted stock without pro-ration for purposes of the Employment Agreement), the unvested any portion of the Option shall vest and become exercisable Performance Period that has elapsed following the Grant Date, as follows: (x) if such Change in full; provided, however, that if the additional vesting conditions applicable Control occurs prior to the Equity Raise Portion set forth 18th month anniversary of the first day of Performance Period, then the Units will be converted into a number of shares of restricted stock equal to the number of Shares that would be payable upon settlement of the Units upon achievement of the performance goal at target level, and any Units not subject to conversion will be forfeited, and (y) if such Change in Section 4(c) above have not been fully satisfied as Control occurs after the 18th month anniversary of the first day of Performance Period, then the Units will be converted into a number of shares of restricted stock equal to the number of Shares that would be payable upon settlement of the Units upon achievement of the performance goal based on actual performance through the date of the Change in Control, then only and any Units not subject to conversion will be forfeited. (ii) Any shares of restricted stock issued as a result of conversion under sub-section (i) shall vest in full upon the portion first to occur of: (x) subject to the Participant delivering a fully effective release of claims in a form provided by the Committee, the Participant’s Termination of Service without Cause occurring within 24 months following the Change in Control; (y) subject to the Participant or his estate, as applicable, delivering a fully effective release of claim in a form provided by the Committee, the Participant’s Termination of Service due to death or disability at any time following the Change in Control; and (z) the last day of the Equity Raise Portion Performance Period, subject to the Participant’s not having incurred a Termination of Service prior to such date. Any shares of restricted stock that has do not become vested in accordance with Section 4(cthe prior sentence shall be forfeited upon the Participant’s Termination of Service. (iii) shall If the Units are not assumed or replaced by the successor entity in connection with such Change in Control, then the Units will vest and be payable upon such Change in Control without pro-ration for any portion of the Performance Period that has elapsed following the Grant Date, as follows: (x) if such Change in Control occurs prior to the 18th month anniversary of the first day of Performance Period, then the Units will vest based upon achievement of the performance goal at target level, and (y) if such Change in Control occurs after the 18th month anniversary of the first day of Performance Period, then the Units will vest based upon achievement of the performance goal based on actual performance through the date of the Change in Control Control, and the remaining unvested portion of the Equity Raise Portion shall continue to vest any Units not vested in accordance with Section 4(c)the foregoing will be forfeited. (e) Notwithstanding anything to the contrary in this Section 6, the Option shall not be exercisable later than the date of its termination as set forth in Section 4(a) hereof.