Double Trigger Vesting Clause Samples

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Double Trigger Vesting. Section 3(f) of the Severance Agreement is amended by deleting the words “or CIC Severance”. Upon a CIC Severance, any unvested equity awards (including any awards into which such unvested equity awards convert and including any cash-based awards granted in lieu of equity awards) granted to Executive prior to the Control Date that are unvested as of the date of the CIC Severance immediately shall vest. In the event of any inconsistency between the equity plan and award agreements under which the grants were awarded and the terms of this Amendment, this Amendment shall govern and control.
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Double Trigger Vesting. Notwithstanding any other provision in this Agreement or the Plan, and except as otherwise provided in the applicable Change in Control transaction documents, in the event that the RSUs are assumed, continued or substituted by the acquiring or surviving entity in a Change in Control Transaction and the Participant incurs an involuntary termination of employment without Cause within twenty-four (24) months following a Change in Control, the unvested RSUs granted hereunder shall become fully vested and all restrictions on such RSUs shall lapse as of the date of the Participant’s involuntary termination without Cause. Nothing in this Section 3(f) or any other provision of this Agreement is intended to provide the Participant with any right to consent to or object to any transaction that might result in a Change in Control and each provision of this Agreement shall be interpreted in a manner consistent with this intent. For such purposes, “Cause” means the Company, in its sole and absolute discretion, determines that the Participant’s termination of employment was due to any one or more of the following events: (i) the Participant failed to make reasonable, good faith efforts to substantially fulfill assigned duties or the Participant intentionally failed to comply with applicable policies or directives of the Company; (ii) the Participant participated or engaged in (A) fraud, embezzlement, or theft, or (B) any intentional act inimical to the interests of the Company or that causes or reasonably could have caused the Company actual harm; (iii) the Participant intentionally and wrongfully damages property of the Company causing actual harm; (iv) the Participant wrongfully and intentionally disclosed trade secrets or confidential information of the Company, if such disclosure causes or could reasonably have caused actual harm to the Company; (v) the Participant violates any agreement that restricts the Participant from competing with the Company or solicits persons having a relationship with the Company to discontinue such relationship with the Company; (vi) the Participant engages in conduct that brings the Company into material public disgrace or disrepute; or (vii) the Participant commits a felony or a crime involving moral turpitude, regardless of whether conviction results. For purposes of determination whether a Participant’s termination was for Cause, the following standards will apply: (A) “intentional” acts will include acts committed with actual intent...
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Double Trigger Vesting. Notwithstanding any other provision in this Agreement or the Plan, and except as otherwise provided in the applicable Change in Control transaction documents, in the event that the Participant incurs an involuntary Termination without Cause within twenty-four (24) months following a Change in Control, the unvested Option Shares granted hereunder shall become fully vested and exercisable and all restrictions on such Option Shares shall lapse as of the date of the Participant’s involuntary Termination without Cause. Nothing in this Section 3(d) or any other provision of this Agreement is intended to provide the Participant with any right to consent to or object to any transaction that might result in a Change in Control and each provision of this Agreement shall be interpreted in a manner consistent with this intent.
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Double Trigger Vesting. Notwithstanding any other provision in this Agreement or the Plan, and except as otherwise provided in the applicable Change in Control transaction documents, in the event that the Participant incurs an involuntary Termination without Cause within twenty-four (24) months following a Change in Control, the unvested RSUs granted hereunder shall become fully vested and all restrictions on such RSUs shall lapse as of the date of the Participant’s involuntary Termination without Cause. Nothing in this Section 3(d) or any other provision of this Agreement is intended to provide the Participant with any right to consent to or object to any transaction that might result in a Change in Control and each provision of this Agreement shall be interpreted in a manner consistent with this intent.
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Double Trigger Vesting. If after a Change of Control, the Company terminates the Employee’s employment without Cause (as defined below) or the Employee resigns his employment and such resignation qualifies as a Constructive Termination (as defined below), 100% of the Stock Option that remains unvested shall vest and become fully exercisable immediately upon the termination of employment of the Employee; provided, that the Employee executes and delivers to the Company, and does not revoke, the Release (as defined below).
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Double Trigger Vesting. If any RSUs do not fully vest in a Corporate Transaction, then the corresponding unvested RSUs shall be subject to Section 11 of the Plan. In addition, provided that ▇▇▇▇▇▇▇ remains Chief Executive Officer of the Company until immediately prior to the closing of such Corporate Transaction, any unvested RSUs following a Corporate Transaction that are Assumed in connection with such Corporate Transaction shall vest if the Grantee’s Continuous Service is terminated by the Company (or its successor) without Cause or by the Grantee’s resignation for Good Reason, in each case, that occurs during the one-year period immediately following the consummation of such Corporate Transaction but prior to the Expiration Date, subject to the Grantee executing a release of claims in favor of the Company (“Double-Trigger Acceleration”).
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Double Trigger Vesting. Section 2(b) of the RSU Agreement is hereby amended by replacing the first sentence of Section 2(b) in each RSU Agreement with the following:
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Double Trigger Vesting. Notwithstanding any other provisions of the Plan, an Award Agreement to the contrary, with respect to any Award that is assumed or substituted in connection with a Change in Control, the vesting, payment, purchase or distribution of such Award may not be accelerated by reason of the Change in Control for any Grantee unless the Grantee experiences an involuntary Termination as a result of the Change in Control. Unless otherwise provided for in an Award Agreement, any Award held by a Grantee who experiences an involuntary Termination as a result of a Change in Control shall immediately vest as of the date of such Termination. For purposes of this Section 5(d), a Grantee will be deemed to experience an involuntary Termination as a result of a Change in Control if the Grantee experiences a Termination by the Service Recipient other than for Cause as defined in the applicable Award Agreement or in a written change in control, retention, severance or similar plan maintained by the Company in which the Grantee participates), or otherwise experiences a Termination under circumstances which entitle the Grantee to mandatory severance payment(s) pursuant to applicable law or, in the case of a non-employee director of the Company, if the non-employee director’s service on the Board terminates in connection with or as a result of a Change in Control, in each case, at any time beginning on the date of the Change in Control up to and including the first (1st) anniversary of the Change in Control.
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Double Trigger Vesting. Section 2(b) of the Option Agreement is hereby amended by replacing the first sentence of Section 2(b) in each Option Agreement with the following:
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Related to Double Trigger Vesting

  • Time Vesting The restrictions shall lapse with respect to the Shares of Restricted Stock covered by this Award, in the installments set forth in the Award Agreement, provided that G▇▇▇▇▇▇’s service as a Director of the Company and its Subsidiaries continues through the specified dates.

  • Payment after Vesting Any Performance Shares that vest in accordance with paragraphs 3 through 4 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the applicable two and one-half (2 1/2) month period of the “short-term deferral” rule set forth in the Section 1.409A-1(b)(4) of the Treasury Regulations issued under Section 409A. Notwithstanding the foregoing, if the Performance Shares are “deferred compensation” within the meaning of Section 409A, the vested Performance Shares will be released to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares as soon as practicable following the date of vesting, subject to paragraph 9, but in no event later than the end of the calendar year that includes the date of vesting or, if later, the fifteen (15th) day of the third (3rd) calendar month following the date of vesting (provided that the Employee will not be permitted, directly or indirectly, to designate the taxable year of the payment). Further, if some or all of the Performance Shares that are “deferred compensation” within the meaning of Section 409A vest on account of the Employee’s Termination of Service (other than due to death) in accordance with paragraphs 3 through 4, the Performance Shares that vest on account of the Employee’s Termination of Service will not be considered due or payable until the Employee has a “separation from service” within the meaning of Section 409A. In addition, if the Employee is a “specified employee” within the meaning of Section 409A at the time of the Employee’s separation from service (other than due to death), then any accelerated Performance Shares will be paid to the Employee no earlier than six (6) months and one (1) day following the date of the Employee’s separation from service unless the Employee dies following his or her separation from service, in which case, the Performance Shares will be paid to the Employee’s estate as soon as practicable following his or her death, subject to paragraph 9. Any Performance Shares that vest in accordance with paragraph 5 will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in Shares in accordance with the provisions of such paragraph, subject to paragraph 9. For each Performance Share that vests, the Employee will receive one Share.