Effect of Change in Control on Option Vesting Schedules Sample Clauses

Effect of Change in Control on Option Vesting Schedules. (i) Notwithstanding the provisions of Section 3.1(a)(i), any unvested portion of the Time Option shall become immediately exercisable as to 100% of the shares of Common Stock subject to such Option immediately prior to a Change in Control (but only to the extent such Option has not otherwise terminated or become exercisable).

Effect of Change in Control on Option Vesting Schedules. Notwithstanding the provisions of Section 3.1(a), any unvested portion of the Performance Option shall become immediately exercisable as to 100% of the shares of Common Stock subject to such Option immediately prior to a Change in Control (but only to the extent such Option has not otherwise terminated or become exercisable), if either (x) the applicable Annual Performance Targets have been achieved for each of the Fiscal Years occurring prior to the Fiscal Year in which the Change in Control occurs (either at such time(s) as determined pursuant to Section 3.1(a)(ii) above or on a “catch-up” basis or (y) as a result of the Change in Control, (A) Fusion or its Affiliates achieves a gross internal rate of return on its equity investment in the Company of not less than 25% (on a fully diluted basis, assuming the inclusion of all shares of Common Stock underlying all Performance Options), as determined in good faith by Kohlberg Kravis Xxxxxxx & Co. L.P. (“KKR”) or its Affiliates, as applicable, and consistent with the past practice of KKR or its Affiliates, as applicable, and (B) Fusion or its Affiliates earns at least 3.0 times the Base Price for each share of Common Stock held by it immediately prior to the Change in Control (as determined in good faith by KKR or its Affiliates, as applicable, and consistent with the past practice of KKR or its Affiliates, as applicable). In connection with the determination under Section 3.1(b)(ii)(x), above, if a Change in Control occurs during a Fiscal Year, the Board shall determine in good faith what percentage of the Performance Option will become vested and exercisable in connection with the Change in Control based upon quarterly performance targets measuring EBITDA over the trailing twelve month period. Further, in connection with the determination under Section 3.1(b)(ii)(y), above, in the event that Fusion or its Affiliates disposes of all Common Stock held (directly or indirectly) by it prior to the occurrence of a Change in Control, all references to “Fusion” or “KKR” set forth in clause (y) above shall instead refer to the DLJMB Funds.