Impact of a Change in Control Sample Clauses

Impact of a Change in Control. Subject to Section 23.1 of the Plan, if a Participant (x) has in effect an employment, retention, Change in Control, severance or similar agreement with the Company or any Subsidiary or (y) is subject to a policy or plan of the Company or any Subsidiary that, in the case of either (x) or (y), discusses the effect of a Change in Control on a Participant’s Awards, then such agreement, plan or policy shall control. In all other cases, unless provided otherwise by the Committee prior to the date of the Change in Control, in the event of a Change in Control:
Sample 1Sample 2Sample 3See All (9)
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Impact of a Change in Control. Unless provided otherwise by the Committee prior to the date of the Change in Control, in the event of a Change in Control of the Company:
Sample 1Sample 2Sample 3See All (6)
Impact of a Change in Control. In the event of a Change in Control of the Company, the Participant shall be entitled to be paid a pro rata Award, as determined under this subparagraph (c). The pro rata Award shall equal the product of (x) and (y) where (x) is the Award the Participant would have earned based on Target performance and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the Performance Period (with any partial month counting as a full month for this purpose) and the denominator of which is the number of months in the Performance Period. Any payments shall be made as soon as is practical following such payment determination but no later than the fifteenth (15th) day of the third month following the end of the quarterly reporting period that includes the date of the occurrence of a Change in Control.
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Impact of a Change in Control. If a Change in Control occurs during the Performance Period and prior to the Participant’s Termination of Service, then the number of PRSUs that will be eligible to become vested under the Award as a result of the Change in Control, if any, shall be determined based on the Change in Control Price. If the Change in Control Price is equal to or greater than $ , $ or $ , the Threshold Goal, Target Goal or Maximum Goal, respectively, shall be deemed achieved, and as of immediately prior to, but subject to the effectiveness of, such Change in Control, the applicable Threshold, Target or Maximum PRSUs will vest (provided that if the Change in Control Price falls in between any two of the $ , $ or $ prices, the number of PRSUs that vest will be determined by straight line interpolation between the Threshold PRSUs and Target PRSUs (in the case of a Change in Control Price above $ and below $ ) or Target PRSUs and Maximum PRSUs (in the case of a Change in Control Price above $ and below $ ) as applicable), in each case reduced by any PRSUs that previously vested under the Award. For example, if the Change in Control Price is $ per share, and the Threshold Performance Goal had previously been achieved, then a number of PRSUs equal to ________% of the Target PRSUs (derived using straight line interpolation between Target PRSUs and Maximum PRSUs), reduced by the Threshold PRSUs that previously vested prior to such Change in Control, shall become vested as of immediately prior to such Change in Control. Any PRSUs that do not become vested as of the Change in Control (after giving effect to the foregoing provisions of this Section 3) shall automatically terminate and be forfeited, without the payment of any consideration to Participant, as of the effective time of the Change in Control. The provisions of this Section 3 shall govern the terms of the Award upon a Change in Control in lieu of the provision of Section 11 of the Plan.
Sample 1
Impact of a Change in Control. Unless provided otherwise by the Committee prior to the date of the Change in Control, in the event of a Change in Control of the Company: (1) If a Successor so agrees, some or all outstanding Awards shall be assumed, or replaced with the same type of award with similar terms and conditions, by a Successor in the Change in Control transaction. If applicable, each Award that is assumed by a Successor shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities that would have been issuable to a Participant upon the consummation of such Change in Control had the Award been earned immediately prior to such Change in Control, and other appropriate adjustments in the terms and conditions of the Award shall be made. Upon the termination of a Participant’s employment with a Successor in connection with or within twenty-four (24) months following the Change in Control for any reason other than an involuntary termination by a Successor for Cause or a voluntary termination by the Participant without Good Reason, all of the Participant’s Awards that are in effect as of the date of such termination shall be deemed earned in full (assuming the Target performance goals provided under such Award were met) effective on the date of such termination. (2) To the extent a Successor in the Change in Control transaction does not assume the Awards or issue replacement awards as provided in Section 7(c)(1), then immediately prior to the date of the Change in Control all such Awards that are then held by Participants shall be cancelled in exchange for the right to receive the following: (a) For all Performance Shares that are earned but not yet paid, a cash payment equal to the value of the Performance Shares; and (b) For all Performance Shares for which the Performance Period has not expired, a cash payment equal to the product of (x) and (y) where (x) is the Award the Participant would have earned based on Target performance and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the Performance Period (with any partial month counting as a full month for this purpose) and the denominator of which is the number of months in the Performance Period. Any payments shall be made as soon as is practical following such payment determination but no later than the fifteenth (15th) day of the third month following the end of the quarterly reporting per...
Sample 1
Impact of a Change in Control. In the event of a Change in Control of the Company, the Participant shall be entitled to be paid a pro rata award, as determined under this subparagraph (c). The pro rata award shall be equal to the product of (x) and (y), where (x) is the Award the Participant would have earned based on actual performance measured as of the end of the quarterly reporting period that includes the occurrence of the Change in Control and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the Performance Period (with any partial month counting as a full month for this purpose) prior to the occurrence of the Change in Control, and the denominator of which is the number of months in the Performance Period. Any payouts shall be made as soon as is practical following such payout determination but no later than the the fifteenth (15th) day of the third month following the end of the quarterly reporting period that includes the date of the occurrence of a Change in Control.
Sample 1
Impact of a Change in Control. (a) Effective as of any Change in Control Date during the term of this Agreement, notwithstanding any provision to the contrary in any of the Company’s equity-based, equity-related or other long-term incentive compensation plans, practices, policies and programs (including the Company’s 1997 Stock Option Plan) or any award agreements thereunder, (a) all outstanding stock options, stock appreciation rights, restricted shares and similar rights and awards then held by the Executive that are unexercisable or otherwise unvested shall automatically become fully vested and immediately exercisable, as the case may be, (b) all outstanding equity-based, equity-related and other long-term incentive awards then held by the Executive that are subject to performance-based vesting criteria shall automatically become fully vested and earned at a deemed performance level equal to the maximum performance level with respect to such awards and (c) all other outstanding equity-based, equity-related and long-term incentive awards, to the extent not covered by the foregoing clause (a) or (b), then held by the Executive that are unvested or subject to restrictions or forfeiture shall automatically become fully vested and all restrictions and forfeiture provisions related thereto shall lapse.
Sample 1
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Impact of a Change in Control. If a Change in Control occurs during the Performance Period and prior to the Participant’s Termination of Service, then the number of PRSUs that will be eligible to become vested under the Award as a result of the Change in Control, if any, shall be determined based on the Change in Control Price. If the Change in Control Price is equal to or greater than $67.50 or $75, the Target Goal or Maximum Goal, respectively, shall be deemed achieved, and as of immediately prior to, but subject to the effectiveness of, such Change in Control, the applicable Target PRSUs or Maximum PRSUs will vest (provided that if the Change in Control Price falls in between the $67.50 or $75 prices, the number of PRSUs that vest will be determined by straight line interpolation between the Target PRSUs and Maximum PRSUs, reduced by any PRSUs that previously vested under the Award. For example, if the Change in Control Price is $71.25 per share, , then a number of PRSUs equal to 150% of the Target PRSUs (derived using straight line interpolation between Target PRSUs and Maximum PRSUs) shall become vested as of immediately prior to such Change in Control. Any PRSUs that do not become vested as of the Change in Control (after giving effect to the foregoing provisions of this Section 3) shall automatically terminate and be forfeited, without the payment of any consideration to Participant, as of the effective time of the Change in Control. The provisions of this Section 3 shall govern the terms of the Award upon a Change in Control in lieu of the provision of Section 11 of the Plan.
Sample 1

Related to Impact of a Change in Control

  • Impact of Change in Control If a Change in Control (as defined in the Plan) of the Company occurs, this Option will become immediately exercisable in full and will remain exercisable until the Time of Termination, regardless of whether the Optionee remains in the employ or service of the Company or any Subsidiary. In addition, if a Change in Control of the Company occurs, the Committee, in its sole discretion and without the consent of the Optionee, may determine that the Optionee will receive, with respect to some or all of the Option Shares, as of the effective date of any such Change in Control of the Company, cash in an amount equal to the excess of the Fair Market Value (as defined in the Plan) of such Option Shares immediately prior to the effective date of such Change in Control of the Company over the option exercise price per share of this Option.

  • Effect of a Change in Control In the event of a Change in Control, Sections 6 through 13 of this Agreement shall become applicable to Executive. These Sections shall continue to remain applicable until the third anniversary of the date upon which the Change in Control occurs. On such third anniversary date, and provided that the employment of Executive has not been terminated on account of a Qualifying Termination (as defined in Section 5 below), this Agreement shall terminate and be of no further force or effect.

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • Prior to a Change in Control If the Final Measurement Date occurs prior to a Change in Control, the Award will be settled in shares of Tyson Class A common stock no later than sixty (60) days after the Final Measurement Date; provided, however, that if the 60-day period for execution and non-revocation of a Release pursuant to Section 3.3 above will span two (2) calendar years, then the settlement of the Award will occur as soon as practicable after, but no earlier than, the first (1st) day of the second (2nd) calendar year.

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