Type B Restricted Stock Unit – Qualifying Change in Control Sample Clauses

Type B 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 B 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 B Restricted Stock Unit (an “Equivalent 2012 Type B 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 extent to which the 2012 Type B Restricted Stock Unit Performance Metric has been achieved shall be determined under the same methodology as outlined above (to be determined by the Compensation Committee immediately prior to the consummation of the Change in Control), but using a truncated 2012 Type B Restricted Stock Unit Performance Period commencing on the Renewal Effective Date and terminating on the date of the consummation of the Change in Control (including such date), subject to accelerated vesting pursuant to Section 8 hereof. Any remaining service based vesting requirements shall still apply, subject to accelerated vesting pursuant to Section 8 hereof. If any 2012 Type B Restricted Stock Unit shares required to be assumed or substituted for an Equivalent 2012 Type B Award are not so assumed or substituted, then such 2012 Type B Restricted Stock Unit shall become 100% vested with respect to any remaining service-based vesting, at the level of performance determined pursuant to the methodology specified in the second previous sentence, upon such Qualifying Change in Control.
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Related to Type B 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:

  • Forfeiture of Restricted Stock Units Except as provided in Section 3, if the Employee terminates employment prior to the satisfaction of the vesting requirements set forth in Section 2(a) above, any unvested Restricted Stock Units shall immediately be forfeited. The period of time during which the Restricted Stock Units covered by this Award are forfeitable is referred to as the “Restricted Period.”

  • 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 Period “Change in Control Period” means the period of time beginning three (3) months prior to and ending twelve (12) months following a Change in Control.

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

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder.

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