Vesting and Settlement in the Event of a Change in Control Sample Clauses

Vesting and Settlement in the Event of a Change in Control. Notwithstanding any provision of this Agreement to the contrary, if, prior to the Vesting Date, the Company experiences a Change in Control, the Performance Metrics set forth in subsection (b) will no longer apply to any unvested Target RSUs. Instead, after a Change in Control, the Target RSUs shall vest on the Vesting Date, without regard to the Performance Metrics, as long as the Grantee remains actively employed by the Company on the Vesting Date, or in the event of a Qualifying Termination, Death or Disability, any unvested Target RSUs shall vest as of the date Grantee’s employment terminates and shall be settled in full within sixty (60) days after the Grantee’s employment terminates; provided, that the Grantee or his executor or estate, as applicable, executes, delivers and does not revoke a Release of Claims.
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Vesting and Settlement in the Event of a Change in Control. Notwithstanding any provision of this Agreement to the contrary, if, prior to the Vesting Date applicable to a Performance Period, the Company experiences a Change in Control, the Performance Metrics set forth in subsection (b) will no longer apply to any unvested Target RSUs. Instead, after a Change in Control, the Target RSUs in each remaining Tranche shall vest on each Vesting Date, without regard to the Performance Metrics, as long as the Grantee remains actively employed by the Company on the applicable Vesting Date, or in the event of a Qualifying Termination, Death or Disability, any unvested Target RSUs shall vest as of the date Grantee’s employment terminates and shall be settled in full within sixty (60) days after the Grantee’s employment terminates; provided, that the Grantee or his executor or estate, as applicable, executes, delivers and does not revoke a Release of Claims.
Sample 1
Vesting and Settlement in the Event of a Change in Control. Notwithstanding Sections 1.3(a) and 1.4 of this Agreement, in the event that a Change in Control (as defined in the Plan) occurs following the Grant Date and, following such Change in Control, any of the following occurs: (x) the Grantee's compensation or job responsibilities are reduced materially (as compared to the Grantee's job responsibilities or compensation during the full fiscal year immediately preceding the fiscal year in which a Change in Control occurred); or (y) the equity securities of the Company or its successor cease to trade on a national securities exchange; then any unvested Awards shall vest and be settled in full within sixty (60) days thereafter, provided that (i) the Grantee satisfies the Tax Withholding Amount related the settlement of the RSU Award, pursuant to Section 1.5 of this Agreement; and (ii) the Grantee executes, delivers, and does not revoke a general release of claims in favor of the Company and its Affiliates, in a form requested by the Company, within seven (7) days (or such longer period as required by law for the release to become effective, but in no event longer than fifty (50) days). For purposes of vesting and settlement under this Section, the vesting and settlement date will be the date the general release becomes irrevocable. If such vesting and settlement date could occur in more than one taxable year depending the date Grantee executes and returns the general release, then, regardless of the year in which Grantee executes and returns the general release, such vesting and settlement date will be treated as the earlier of (x) the first date the employee trading window is open in the next calendar year and (y) March 15th of the next calendar year. If the Grantee does not execute and deliver the general release within the time permitted (or if the Grantee revokes the general release if permitted by law), Grantee will not be entitled to the accelerated vesting and settlement set forth in this Section 1.3(d), and the unvested Awards shall continue to vest and settle in accordance with the terms and conditions hereof following the occurrence of the events described in clause (x) or (y) above, as applicable.
Sample 1

Related to Vesting and Settlement in the Event of a Change in Control

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

  • In Connection With a Change in Control If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing three (3) months immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:

  • Termination of Employment in Connection with a Change in Control If the Executive’s employment is terminated either by the Company Without Cause (as defined in Section 6(d)) or by the Executive for Good Reason (as defined in Section 6(e)(ii)), in either case within the period commencing one month prior to and ending twelve months following a Change in Control, then, subject to Section 22 [Compliance with Section 409A], the Executive shall be entitled to the compensation and benefits set forth in Sections 8(e)(i)(a) through (e) (in addition to any other payments or benefits provided under this Agreement), provided that within sixty days following the Executive’s termination of employment (i) the Executive has executed and delivered the Release to the Company, and (ii) the Release has become irrevocable:

  • Termination in Connection with Change in Control a. This Agreement terminates if it is not assumed by the successor corporation (or affiliate thereto) upon a Change in Control (as defined below).

  • Termination Due to Change in Control If the Company terminates Executive's employment without Cause (and for reasons other than death or Disability) in conjunction with a Change in Control (as defined below), Executive shall be entitled to receive all accrued but unpaid salary and benefits through the date of termination plus the Change in Control Benefit (as defined below).

  • Vesting Upon a Change in Control Immediately upon a Change in Control, any equity awards subject to vesting that have been granted to the Officer under the Company’s equity incentive plans and that are not fully vested shall become fully vested and, in the case of stock options, shall become immediately exercisable, and the Officer shall be entitled, in the case of such stock options, to exercise such stock options until the earlier of the expiration of their original full term or one year from the Date of Termination (in each case, without regard to any earlier termination otherwise applicable in the event of termination of employment, and to the extent permitted by Section 409A of the Code).

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Upon a Change in Control If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

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