2012 Type A Restricted Stock Unit — Qualifying Change in Control Sample Clauses

2012 Type A Restricted Stock Unit — Qualifying Change in Control. Notwithstanding any provision of this Agreement to the contrary, in the event of a Change in Control as defined in Sections 11(a), 11(b) (but substituting 50% for 40% in Sections 11(a) and (b)), 11(c) or 11(d) hereof occurs prior to January 1, 2017 (a “Qualifying Change in Control”) while Employee remains employed by the Company (or within twenty-nine (29) days following Employee’s termination of employment pursuant to Section 7(c) or (d) of this Agreement), any unvested 2012 Type A Restricted Stock Unit shares shall be assumed or substituted by the acquirer for an equity award equivalent in all material respects to the 2012 Type A Restricted Stock Unit (an “Equivalent 2012 Type A Award”). In such event, the 2012 Type A Restricted Stock Unit Performance Metric shall be deemed satisfied (without need for certification by the Compensation Committee) and the 2012 Type A Restricted Stock Unit award shall remain subject to the remaining service-based vesting provisions, subject to accelerated vesting pursuant to Section 8 hereof. If any 2012 Type A Restricted Stock Unit shares required to be assumed or substituted for an Equivalent 2012 Type A Award are not so assumed or substituted, then such 2012 Type A Restricted Stock Unit shall become 100% vested upon such Qualifying Change in Control.
Sample 1
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Related to 2012 Type A Restricted Stock Unit — Qualifying Change in Control

  • Deferral Pending Change in Control The obligation of the Company to prepay Notes pursuant to the offers required by subparagraph (b) and accepted in accordance with subparagraph (d) of this Section 8.7 is subject to the occurrence of the Change in Control in respect of which such offers and acceptances shall have been made. In the event that such Change in Control does not occur on the Proposed Prepayment Date in respect thereof, the prepayment shall be deferred until and shall be made on the date on which such Change in Control occurs. The Company shall keep each holder of Notes reasonably and timely informed of (i) any such deferral of the date of prepayment, (ii) the date on which such Change in Control and the prepayment are expected to occur, and (iii) any determination by the Company that efforts to effect such Change in Control have ceased or been abandoned (in which case the offers and acceptances made pursuant to this Section 8.7 in respect of such Change in Control shall be deemed rescinded).

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

  • Termination of Employment Following Change in Control (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter at any time during the term of this Agreement there shall be:

  • Termination Following Change in Control If a Change in Control shall have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason.

  • Change in Control Benefit If a Change in Control occurs followed within twenty-four (24) months by Separation from Service prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

  • Change in Control Benefits Agreement shall mean any separate agreement between Participant and the Corporation which provides Participant with special vesting acceleration and/or other special benefits with respect to one or more awards of restricted stock units made to Participant for shares of Common Stock, including (to the extent applicable) the restricted stock units evidenced by this Agreement, in the event of a change in control or ownership of the Corporation (whether or not constituting a Change in Control hereunder).

  • Change in Control Event XX (a) Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.

  • Change in Control Termination For purposes of this Agreement, a “Change in Control Termination” means that while this Agreement is in effect:

  • Change in Control Defined For purposes of this Agreement, the term “Change in Control” shall mean the occurrence of any of the following events:

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