Common use of Vesting Upon Change in Control Clause in Contracts

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.