Divestiture. Notwithstanding the above, the termination of the Employee’s employment with or services to the Employer in connection with the Employer’s sale (whether by sale of assets or a subsidiary, or both) of a line of business within which the Employee was employed or providing services immediately prior to such sale as determined by the Committee in its sole discretion, that does not constitute a Change in Control, shall be treated as an involuntary termination of employment or services for purposes of this Agreement and the PRSUs shall vest and be paid as provided in Section 8(a)(iii) above; provided, that, in the event the Employee is offered a comparable position with the acquirer of such line of business and does not accept such offer, the PRSUs shall be cancelled and forfeited on the date of termination of employment or services.
Appears in 5 contracts
Sources: Performance Restricted Stock Unit Award Agreement (CONDUENT Inc), Performance Restricted Stock Unit Award Agreement (CONDUENT Inc), Performance Restricted Stock Unit Award Agreement (CONDUENT Inc)
Divestiture. Notwithstanding the above, the termination of the Employee’s employment with or services to the Employer in connection with the Employer’s sale (whether by sale of assets or a subsidiary, or both) of a line of business within which the Employee was employed or providing services immediately prior to such sale as determined by the Committee in its sole discretion, that does not constitute a Change in Control, shall be treated as an involuntary termination of employment or services for purposes of this Agreement and a Pro-Rata Amount of the PRSUs shall vest and be paid as provided in Section 8(a)(iii) above; provided, that, in the event the Employee is offered a comparable position with the acquirer of such line of business and does not accept such offer, the PRSUs shall be cancelled and forfeited on the date of termination of employment or services.
Appears in 2 contracts
Sources: Performance Restricted Stock Unit Award Agreement (CONDUENT Inc), Performance Restricted Stock Unit Award Agreement (CONDUENT Inc)
Divestiture. Notwithstanding the above, the termination of the Employee’s employment with or services to the Employer in connection with the Employer’s sale (whether by sale of assets or a subsidiary, or both) of a line of business within which the Employee was employed or providing services immediately prior to such sale as determined by the Committee in its sole discretion, that does not constitute a Change in Control, shall be treated as an involuntary termination of employment or services for purposes of this Agreement and the PRSUs RSUs shall vest and be paid as provided in Section 8(a)(iii8(a)(ii) above; , provided, however, that, in the event the Employee is offered a comparable position with the acquirer of such line of business and does not accept such offer, the PRSUs RSUs shall be cancelled and forfeited on the date of termination of employment or services.
Appears in 2 contracts
Sources: Restricted Stock Unit Award Agreement (CONDUENT Inc), Restricted Stock Unit Award Agreement (CONDUENT Inc)
Divestiture. Notwithstanding the above, the termination of the Employee’s employment with or services to the Employer in connection with the Employer’s sale (whether by sale of assets or a subsidiary, or both) of a line of business within which the Employee was employed or providing services immediately prior to such sale as determined by the Committee in its sole discretion, that does not constitute a Change in Control, shall be treated as an involuntary termination of employment or services for purposes of this Agreement and the PRSUs shall vest and be paid as provided in Section 8(a)(iii) above; provided, that, in the event the Employee is offered a comparable position (as determined by the Committee in accordance with the Company’s severance policy) with the acquirer of such line of business and does not accept such offer, the PRSUs shall be cancelled and forfeited on the date of termination of employment or services.
Appears in 2 contracts
Sources: Performance Restricted Stock Unit Award Agreement (CONDUENT Inc), Performance Restricted Stock Unit Award Agreement (CONDUENT Inc)
Divestiture. Notwithstanding the above, the termination of the Employee’s employment with or services to the Employer in connection with the Employer’s sale (whether by sale of assets or a subsidiary, or both) of a line of business within which the Employee was employed or providing services immediately prior to such sale as determined by the Committee in its sole discretion, that does not constitute a Change in Control, shall be treated as an involuntary termination of employment or services for purposes of this Agreement and the PRSUs RSUs shall vest and be paid as provided in Section 8(a)(iii8(a)(ii) above; , provided, however, that, in the event the Employee is offered a comparable position with the acquirer of such line of business and does not accept such offer, the PRSUs RSUs shall be cancelled and forfeited on the date of termination of employment or services.. Exhibit 10.6(a)(i)
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (CONDUENT Inc)