Vesting upon Change of Control Termination Sample Clauses

Vesting upon Change of Control Termination. Notwithstanding any other provision of this Agreement, the Performance Units shall become fully vested upon a Change of Control Termination. For purposes of this Agreement, a “Change of Control Termination” occurs upon the termination of the Participant’s employment with the Company or a subsidiary thereof in the event that (i) a Change of Control (as defined in the Plan) of the Company occurs, and (ii) the Participant’s employment with the Company or a subsidiary thereof is subsequently terminated without Cause (as defined below) or the Participant terminates his or her employment with the Company or a subsidiary thereof for Good Reason (as defined below), and such termination of employment occurs prior to the normal completion of vesting of the Performance Units at the end of the Performance Period. The normal vesting and payment provisions in Article I of this Agreement shall not be affected by the first sentence of this subsection if a Change of Control of the Company occurs but there is not also a Change of Control Termination with respect to the Participant’s employment with the Company or a subsidiary thereof on or before the PSU Payment Date. If the Participant has entered into a separate written Change of Control Executive Severance Agreement or Change of Control Severance Agreement (with either to be subsequently referred to herein as a “Change of Control Severance Agreement”) with the Company, the terms “Cause” and “Good Reason” used herein shall have the meanings set forth in such Change of Control Severance Agreement. If the Participant has not entered into a separate written Change of Control Severance Agreement, the terms “Cause” and “Good Reason” used herein shall have the meanings set forth in the Company’s Change of Control Severance Plan (the “Change of Control Severance Plan”).
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Vesting upon Change of Control Termination. Notwithstanding any other provision of this Agreement, the Performance Units shall become fully vested upon a Change of Control Termination. For purposes of this Agreement, a “Change of
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Vesting upon Change of Control Termination. Notwithstanding any other provision of this Agreement, the Units shall become fully vested upon a Change of Control Termination. For purposes of this Agreement, a “Change of Control Termination” occurs upon the termination of the Participant’s employment with the Company or a subsidiary or successor thereof in the event that (i) a Change of Control (as defined in the Plan) of the Company occurs, and (ii) the Participant’s employment with the Company or a subsidiary or successor thereof is subsequently terminated without Cause (as defined below) or the Participant terminates his or her employment with the Company or a subsidiary or successor thereof for
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Vesting upon Change of Control Termination. Notwithstanding any other provision of this Agreement, the Performance Units shall become fully vested upon a Change of Control Termination in accordance with this Section 1.6. If, in connection with the occurrence of a Change of Control, the Performance Units are assumed or continued by the acquiror, then upon such Change of Control the Performance Units shall be deemed earned at their target value (100%) but shall remain subject to the remaining terms and conditions herein, including all time-based vesting requirements, but without any further performance-based vesting requirements. For purposes of this Agreement, a “Change of Control Termination” occurs upon the termination of the Participant’s employment with the Company or a subsidiary or successor thereof in the event that (i) a Change of Control (as defined in the Plan) of the Company occurs, and (ii) the Participant’s employment with the Company or a subsidiary or successor thereof is subsequently terminated without Cause (as defined below) or the Participant terminates his or her employment with the Company or a subsidiary or successor thereof for Good Reason (as defined below), and such termination of employment occurs prior to the normal completion of vesting of the Performance Units at the end of the Performance Period. If the Participant has entered into a separate written Change of Control Executive Severance Agreement or Change of Control Severance Agreement (with either to be subsequently referred to herein as a “Change of Control Severance Agreement”) with the Company, the
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Vesting upon Change of Control Termination. Notwithstanding any other provisions of this Agreement, the Units shall become fully vested upon a Change of Control Termination (as defined in Section 1.6(a)). The normal vesting and settlement provisions in Article II of this Agreement shall not be affected by the immediately foregoing sentence if a Change of Control of the Company occurs but there is not also a Change of Control Termination with respect to the Participant’s employment with the Company or a subsidiary thereof. For purposes of determining whether a Change of Control Termination has occurred with respect to this section, the term “Cause” shall be as defined in Section 1.6(a); provided, however, in the context of a Change of Control Termination, the term “Cause” shall be as modified in Section 1.3(d), and not as set forth in Section 2.2(d).
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Vesting upon Change of Control Termination. Notwithstanding any other provisions of this Agreement, the Units shall become fully vested upon a Change of Control Termination (as defined in Section 1.6(a)). The normal vesting and settlement provisions in Article II of this Agreement shall not be affected by the
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Vesting upon Change of Control Termination. Notwithstanding any other
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Vesting upon Change of Control Termination. If Participant incurs a Change of Control Termination prior to ______ ____, ____, all of the Restricted Share Units shall immediately vest and become nonforfeitable as of the date of Participant’s Change of Control Termination. Such Restricted Share Units shall be paid, in the manner provided in Section 2(g), on or as promptly as practicable after the earlier of (i) ______ ____, ____, or (ii) the date that is six (6) months following the date of Participant’s Separation from Service, or the date of Participant’s death following his or her Separation from Service, if earlier.
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Vesting upon Change of Control Termination. Notwithstanding any other provision of this Agreement, the Performance Units shall become fully vested upon a Change of Control Termination. For purposes of this Agreement, a “Change of Control Termination” occurs upon the termination of the Participant's employment with the Company or a subsidiary thereof in the event that (i) a Change of Control (as defined in the Plan) of the Company occurs, and (ii) the Participant's employment with the Company or a subsidiary thereof is subsequently terminated without Cause (as defined below) or the Participant terminates his or her employment with the Company or a subsidiary thereof for Good Reason (as defined below), and such termination of employment occurs prior to the normal completion of vesting of the Performance Units at the end of the Performance Period. The normal vesting and payment provisions in Article I of this Agreement shall not be affected by the first sentence of this subsection if a Change of Control of the Company occurs but there is not also a Change of Control Termination with respect to the Participant's employment with the Company or a subsidiary thereof on or before the PSU Payment Date. If the Participant has entered into a separate written Change of Control Executive
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Related to Vesting upon Change of Control Termination

  • Change of Control Termination If, during a Protected Period following a Change of Control, the Company terminates Executive’s employment during the Term without Cause, Executive resigns his employment upon the expiration of the Term following the Company’s election not to extend the Term, or Executive resigns his employment during the Term for Good Reason, then Executive shall be entitled to receive (i) payment of the Accrued Obligation and any unreimbursed business expenses and (ii) subject to the satisfaction of any applicable performance targets, as described in Section 3.3, any of Executive’s unpaid Bonuses with respect to a previous calendar year completed prior to the Date of Termination (without regard to any requirement that Executive remain employed through the date of determination of such Bonuses). In addition, subject to Executive’s (x) delivery to the Company by the Release Expiration Date (and non-revocation in any time provided to do so) of an executed Release and (y) compliance with Articles V, VI, and VII, Executive shall also be entitled to receive: (1) a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated at the target level; (2) any and all long-term equity compensation awards granted to Executive under any plan not previously vested shall become fully vested, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3) a lump sum payment of an amount equal to three (3) times the sum of (A) the annualized rate of Executive’s Base Salary as in effect on the Date of Termination and (B) Executive’s target Annual Bonus for the calendar year in which the Date of Termination occurs; and (4) a lump sum payment of an amount equal to all COBRA premiums that would be payable during the period beginning on the Date of Termination and ending on the date that is three (3) years after the Date of Termination, assuming Executive and his dependents who were enrolled in the Company’s group health plans as of the Date of Termination elected continuation coverage under the Company’s group health plans as in effect, and at the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for the above-referenced time period.