Vesting Upon Change in Control. Notwithstanding anything to the contrary in this Agreement, including Section (D):
Vesting Upon Change in Control. Notwithstanding the provisions of any plan or agreement to the contrary, upon a Change in Control, all unvested stock options held by Executive shall be fully vested and exercisable, and all restricted stock held by Executive shall be fully vested. Except as expressly set forth in this Section 5.10, such stock options and restricted stock shall be subject to the terms of the plans and agreements under which they were issued.
Vesting Upon Change in Control. Upon the occurrence of a Change in Control during the Term of this Agreement, but only to the extent expressly provided in any such award agreement associated with a Stock Plan, (i) outstanding stock options (and stock appreciation rights, if any) granted to Executive under the Stock Plans shall become vested and thus immediately exercisable, and (ii) restrictions on, and vesting requirements for, shares of restricted stock (or other performance shares, performance units or deferred shares) awarded to Executive under the Stock Plans shall lapse, and such shares and awards shall become vested and immediately payable to Executive.
Vesting Upon Change in Control. Notwithstanding the provisions of Sections 1, 2 and 3(b), in the event of either:
Vesting Upon Change in Control. Upon a Change in Control occurring during the Measurement Period and prior to the Recipient’s termination of employment with the Company and its Affiliates, the Restricted Stock Units may be assumed or replaced by the Company or its successor for a substantially similar equity or cash incentive award that (i) is based on the Target number of Restricted Stock Units and (ii) will be subject only to service-based vesting through a date not later than the Measurement Date. If such Restricted Stock Units are assumed or replaced in a Change in Control and the Recipient’s employment with the Company or its successor is terminated without Cause or by the Recipient for Good Reason (as defined in the Recipient’s employment agreement with the Company, to the extent applicable) prior to the Measurement Date, the assumed or replaced award shall become fully vested based on the Target level of performance on the date of such termination of employment and shall be paid to Recipient as soon as administratively feasible thereafter (but in no event later than March 15 of the year following the year in which the such termination of employment occurs). To the extent any Restricted Stock Units are not assumed or replaced by the Company or its successor upon a Change in Control as set forth above (including any Restricted Stock Units that remain outstanding under Sections 5(a), 5(b), 5(c) and 5(d)), or the Recipient’s employment is terminated without cause effective as of the consummation of such Change in Control, then the Restricted Stock Units shall become immediately vested on the date of such Change in Control and shall be paid to the Recipient as soon as administratively feasible thereafter (but in no event later than March 15 of the year following the year in which such Change in Control occurs), with the number of Restricted Stock Units that shall become vested being determined as follows: (i) the Target number of Restricted Stock Units for the Cumulative Adjusted EBITDA portion of the Award, and (ii) the number of Restricted Stock Units based on actual performance level for the Relative TSR portion of the Award, with the Measurement Date being the date of the consummation of such Change in Control.
Vesting Upon Change in Control. Notwithstanding the foregoing, in the event of a Change in Control, then immediately prior to the consummation of such Change in Control, any of the Restricted Stock held by Participant which remain unvested and not previously forfeited at such time shall immediately become vested. For purposes of this Award Agreement, “Change of Control” shall have the meaning set forth in the Plan unless the Participant has entered into a change of control letter agreement with the Company (a “Change in Control Agreement”), in which event the term shall have the meaning set forth in the Change in Control Agreement. To the extent there is any conflict between the definition in the Change in Control Agreement and the definition in the Plan, the definition in the Change in Control Agreement shall control. Upon the occurrence of a Change in Control or Potential Change in Control (as defined in the Change in Control Agreement), the provisions of the Change in Control Agreement pertaining to the acceleration of vesting of any Awards, including the Award evidenced by this Award Agreement, shall control.
Vesting Upon Change in Control. (a) Notwithstanding Section 2 above, if Grantee holds Restrictive Stock Units at the time a Change in Control occurs, and either (i) the Change in Control is not approved by a majority of the Continuing Directors (as defined below), or (ii) the acquiring or successor entity (or parent thereof) does not agree to provide for the continuance or assumption of this Agreement or the substitution for this Agreement of a new agreement of comparable value covering shares of a successor corporation (“New Incentives”), then all of the Restricted Stock Units shall become immediately and unconditionally vested, and the restrictions with respect to all of the Restricted Stock Units shall lapse, effective immediately prior to the consummation of such Change in Control.
Vesting Upon Change in Control. Notwithstanding the foregoing, any outstanding and unvested portion of the Option shall become fully vested and exercisable upon the occurrence of a Change in Control.
Vesting Upon Change in Control. The foregoing notwithstanding, in the event of a Change in Control (as defined in the Plan) prior to the date the Restricted Shares vest, all of the Restricted Shares shall vest and the restrictions set forth in this Agreement shall lapse with respect to such vested shares on the date of the Change in Control, provided that Participant is employed by the Corporation or a Subsidiary on the date of the Change in Control.
Vesting Upon Change in Control. In the event of a Change in Control (as defined hereafter), Executive’s unvested Stock Grant award shall immediately and fully vest at target performance level. In the event that Executive is subject to the pro-rata Special Vesting provisions above at the time of the occurrence of a Change in Control, by reason of the Executive’s resignation during the Term for Good Reason (as hereinafter defined), Death or Disability (as hereinafter defined); or the Executive’s Voluntary Retirement during the Term, prior to the Change of Control event, the unvested portion of the Executive’s Stock Grant award shall immediately and fully vest notwithstanding the pro-rata Special Vesting provisions.
