Change of Control Vesting. In the event of a “Change of Control” (defined herein), this Award shall automatically vest in its entirety upon the earlier of the following two events: (i) immediately prior to the effective date of a Change of Control if the “Acquiror” (defined herein) fails to assume, convert or replace this Award, or (ii) as of the date of termination of Grantee’s employment if such termination occurs within twenty-four (24) months following a Change of Control by the Company (or the Acquiror) (a) other than for “Cause” (defined below) or (b) if applicable, by Grantee in accordance with the termination for “Good Reason” provisions of Grantee’s employment agreement, if any; provided, however, that if the Award constitutes nonqualified deferred compensation within the meaning of Section 409A, then in the case of clause (i), if the Award is not effectively assumed, converted or replaced and the Change of Control was not a “change in control event” within the meaning of Section 409A of the Code or to the extent distribution would not be permissible under Section 409A of the Code without adverse tax consequences, then the vested Award shall be settled upon its normal Vesting Dates or, if earlier and to the extent permitted by Section 409A of the Code, Grantee’s termination of employment, provided that the Grantee has not satisfied the age and service requirements for Rule of 65 Vesting as of the date of such termination, and in the case of clause (ii), if the Change of Control was not a “change in control event” within the meaning of Section 409A of the Code and the Grantee satisfies the age and service requirements for Rule of 65 Vesting, then the vested Award shall be settled, to the extent required by Section 409A of the Code, upon the Vesting Dates on which the vested Award is scheduled to be settled under the Rule of 65. In the event of such accelerated vesting due to a Change of Control, the number of Shares issuable for the Condition Target PSUs assigned to the performance conditions described in Section A. shall be determined as specified in the Relative Total Shareholder Return performance condition described in Section B. below.
Change of Control Vesting. The RSUs will vest, in full, upon a Change of Control .
Change of Control Vesting. The provisions of Section 19 of the Plan shall apply in the event of a Change of Control of the Company. Vesting of your RSUs upon Termination of Employment for “good reason” following a Change of Control shall also be provided for if specifically provided for in a written employment or severance agreement between you and the Company. In the event your RSUs are vested pursuant to Section 19 of the Plan, subject to the provisions of Paragraphs 7, 8 and 11 of this Agreement, the RSU Shares shall be issued to you as of a date that is thirty (30) days following the effective date of the Change of Control of the Company or the effective date of your Termination of Employment without Cause, as the case may be.
Change of Control Vesting. The provisions of Section 19 of the Plan shall not apply to your PSUs in the event of a Change of Control of the Company, but your Change of Control Severance Agreement with the Company (“Severance Agreement”), including Section 5 thereof, shall apply to your PSUs. For purposes of this Agreement, Change of Control shall have the meaning given to the term in your Severance Agreement, as it may be amended with respect to such term from time to time. In the event of a Change of Control prior to the end of the Measurement Year, the performance vesting provisions shall be eliminated and your PSUs shall, instead, vest with an Applicable Percentage of one hundred percent (100%) as of the earlier of the Settlement Date or the termination of your employment following the Change of Control under circumstances that would give rise to payment of the Change in Control Severance Amount (as defined in your Severance Agreement). If the performance vesting provisions of this Agreement have been eliminated as provided for herein, your PSUs shall be treated as equivalent Restricted Stock Units having a Period of Restriction ending on the Settlement Date, subject to the terms and conditions of Section 5 of your Change of Control Severance Agreement. If a Change of Control occurs after the end of the Measurement Year, but before the Committee has certified achievement of the performance goals, and you were employed by the Company on the date of the Change of Control, you will have the right, on the Settlement Date, to receive your vested PSU Shares or the dollar value equivalent thereof, at the Company’s option, based on audited financial statements that include the Company’s financial results required for purposes of determining the relative achievement of the performance goals. For purposes of the preceding sentence, the Settlement Date shall be deemed to be the date 3 business days following the date on which the company that survives the Change of Control publicly or privately issues audited financial statements that include results of the Company’s Measurement Year, but in no event shall the Settlement Date be later than ninety (90) days following the end of the Measurement Year. In the event your PSUs are vested upon termination of your employment pursuant to this Paragraph 5 following a Change of Control prior to the end of the Measurement Year, subject to the provisions of Paragraphs 6 and 9 of this Agreement, the Target Number of PSU Shares set forth in your Grant Not...
Change of Control Vesting. Upon a Change of Control, 100% full acceleration of Vesting. However, any payment of any proceeds (whether in the form of cash or other property) from the sale of any Vested Restricted Stock in connection with the Change of Control shall be delayed until the sixth (6th) month anniversary of the Change of Control regardless if Founder’s Business Relationship with the Company has ended for any reason after the Change of Control but before payment of any proceeds. EXHIBIT A to Restricted Stock Agreement
Change of Control Vesting. In the event of a Change of Control, this Award shall automatically vest in its entirety upon the earlier of the following two events: (i) immediately prior to the effective date of a Change of Control if the successor in such Change of Control (the “Acquiror”) fails to effectively assume, convert or replace this Award, or
Change of Control Vesting. Upon a Change of Control, the unvested Restricted Units and unvested DER Accounts then credited to the Participant pursuant to this Agreement automatically shall vest in full.
Change of Control Vesting. Notwithstanding the vesting conditions set forth above in paragraphs 2(a) and 2(b) above, if a Change of Control occurs before the end of the Performance Period, then the vesting requirements set forth above in paragraphs 2(a) and 2(b) above shall no longer apply with respect to any Subsequent Vesting Date after the consummation of the Change of Control and all Restricted Shares which have not otherwise vested at the time of the Change of Control shall vest as follows:
Change of Control Vesting. In the event of the occurrence of a Change of Control, each Tranche of the Performance RSUs that remains unvested as of the date of the Change of Control shall be deemed Earned Performance RSUs as determined in the table below, where “G” is the closing price of a share of Stock on the Date of Grant and “P” is the per Share value paid to stockholders of the Company in the Change of Control and such Earned Performance RSUs shall thereafter vest solely in accordance with the time-vesting schedule described above (i.e., 20% on each anniversary of the Date of Grant) and shall no longer be subject to any performance-based vesting conditions. In the event Employee’s employment is terminated within 12 months following the Change of Control, either by the Company by reason of a “Involuntary Termination without Cause” or by Employee by reason of a “Constructive Termination” (as such terms are defined in Appendix A), any Earned Performance RSUs will vest in full on the date of such termination. Change in Control Performance RSU Performance Vesting Formula CIC Price (“P”) $6 Tranche ( 1⁄3) $8 Tranche ( 1⁄3) $10 Tranche ( 1⁄3) Total Earned* P < $6 (P–G) ÷ (6–G) (P–G) ÷ (8-G) (P–G) ÷ (10-G) 1⁄3 × [(P-G)÷(6-G) + (P–G)÷(8-G) + (P–G)÷(10-G)] $6 £ P < $8 Earned (P–G) ÷ (8-G) (P–G) ÷ (10-G) 1⁄3 + 1⁄3 × [(P–G)÷(8-G) + (P–G)÷(10-G)] $8 £ P < $10 Earned Earned (P–G) ÷ (10-G) 2⁄3 + 1⁄3 × [(P–G)÷(10-G)] P ³ $10 Earned Earned Earned 100% Unless otherwise defined herein or in Appendix A, capitalized terms herein or in Appendix A shall have the defined meanings ascribed to them in the Plan. Your signature below indicates your agreement and understanding that this award is subject to all of the terms and conditions contained in this Agreement (including Appendix A) and the Plan. For example, important additional information on vesting and forfeiture of the Performance RSUs is contained in paragraphs 3 through 5 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT. OREXIGEN THERAPEUTICS, INC. EMPLOYEE [NAME] [NAME] [TITLE] Date: Date: Address: Address: APPENDIX A TERMS AND CONDITIONS OF PERFORMANCE RESTRICTED STOCK UNITS Grant #
Change of Control Vesting. In the event of a “Change of Control” (defined herein), this Award shall automatically vest in its entirety upon the earlier of the following two events: (i) immediately prior to the effective date of a Change of Control if the “Acquiror” (defined herein) fails to assume, convert or replace this Award, or (ii) as of the date of termination of Grantee’s employment if such termination occurs within twenty-four (24) months following a Change of Control by the Company (or the Acquiror) (a) other than for “Cause” (defined below) or (b) if applicable, by Grantee in accordance with the termination for “Good Reason” provisions of Grantee’s employment agreement, if any.
