Common use of Vesting Upon a Change of Control Clause in Contracts

Vesting Upon a Change of Control. Notwithstanding anything herein to the contrary, upon the occurrence of a Change in Control prior to the end of the Performance Cycle, the Participant's right to receive the Performance Units, unless previously forfeited pursuant to Paragraph 5 or vested pursuant to Paragraph 6, shall vest in full, the Vesting Percentage shall be 100%, and the Payout Value for each Performance Unit shall be the Fair Market Value of a share of Common Stock on the effective date of the Change in Control. A cash payment equal to the vested value of the Performance Units shall be made on the first day of the third month following the Change in Control; provided, however that if such Change in Control fails to qualify as a “change in control event” within the meaning of Treas. Regs. section 1.409A-3(i)(5), then the cash payment will be made during the first week of January 2015. Such vesting and the making of the related cash payment shall satisfy the rights of the Participant and the obligations of the Corporation under this Award Agreement in full.

Appears in 2 contracts

Samples: Performance Unit Award Agreement (Marathon Oil Corp), Performance Unit Award Agreement (Marathon Oil Corp)

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Vesting Upon a Change of Control. Notwithstanding anything herein to the contrary, upon the occurrence of a Change in Control prior to the end of the Performance Cycle, the Participant's right to receive the Performance Units, unless previously forfeited pursuant to Paragraph 5 or vested pursuant to Paragraph 6, shall vest in full, the Vesting Percentage shall be 100%, and the Payout Value for each Performance Unit shall be the Fair Market Value of a share of Common Stock on the effective date of the Change in Control. A cash payment equal to the vested value of the Performance Units shall be made on the first day of the third month following the Change in Control; provided, however that if such Change in Control fails to qualify as a “change in control event” within the meaning of Treas. Regs. section 1.409A-3(i)(5), then the cash payment will be made during the first week of January 20152017. Such vesting and the making of the related cash payment shall satisfy the rights of the Participant and the obligations of the Corporation under this Award Agreement in full.

Appears in 2 contracts

Samples: Performance Unit Award Agreement (Marathon Oil Corp), Performance Unit Award Agreement (Marathon Oil Corp)

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Vesting Upon a Change of Control. Notwithstanding anything herein to the contrary, upon the occurrence of a Change in Control prior to the end of the Performance Cycle, the Participant's right to receive the Performance Units, unless previously forfeited pursuant to Paragraph 5 or Paragraph 7 or vested pursuant to Paragraph 6, shall vest in full, the . The Vesting Percentage shall be 100%calculated as provided under Paragraph 3, and the Payout Value for each Performance Unit shall be the Fair Market Value of a share of Common applicable End Stock on the effective date of the Change in ControlPrice. A cash payment equal to the vested value of the Performance Units shall be made on the first day of the third month following the Change in Control; provided, however that if such Change in Control fails to qualify as a “change in control event” within the meaning of Treas. Regs. section 1.409A-3(i)(5), then the cash payment will be made during the first week of January 20152020. Such vesting and the making of the related cash payment shall satisfy the rights of the Participant and the obligations of the Corporation under this Award Agreement in full.

Appears in 2 contracts

Samples: 2016 Incentive Compensation Plan (Marathon Oil Corp), 2016 Incentive Compensation Plan (Marathon Oil Corp)

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