Change in Control Example. If Employee A is terminated by the Company without Cause or terminates his employment for Good Reason on the date of a Change in Control that is completed on January 31, 2012, Employee A will have (A) 56 Eligible Tranche I Service Options, all of which will vest and become exercisable, (B) 56 Eligible Tranche II Service Options, all of which will vest and become exercisable, and (C) 56 Tranche III Service Options, none of which will be Eligible Tranche III Service Options because the Vesting Commencement Date for the Tranche III Service Options will not have commenced as of January 31, 2012, and all of which will be canceled and forfeited as of the date of such termination.
Change in Control Example. In the event a Change in Control is completed on June 30, 2012 where the Per-Share Consideration is equal to $127.50, each of the then-unvested Tranche I Performance Options, Tranche II Performance Options, Tranche III Performance Options and Tranche IV Performance Options vests and becomes exercisable because the Per-Share Consideration was greater than the Tranche I Measurement Standard, Tranche II Measurement Standard, Tranche III Measurement Standard and Tranche IV Measurement Standard, but the Tranche V Performance Options will be canceled and forfeited.
Change in Control Example. In the event a Change in Control is completed on January 31, 2012 where the Per Share Consideration is equal to $85, Employee A will have (A) 131 Eligible Tranche I Performance Options of which 87 options (2/3 of the Eligible Tranche I Performance Options) will vest and become exercisable because the Per Share Consideration was greater than $80 per Share but less than $100 per Share, (B) 131 Eligible Tranche II Performance Options of which 87 options (2/3 of the Eligible Tranche II Performance Options) will vest and become exercisable, and (C) 130 Tranche III Performance Options, none of which will be Eligible Tranche III Performance Options, and all of which will be canceled and forfeited.
Change in Control Example. A Change in Control occurs on June 30, 2013. If Optionee is terminated by the Company without Cause or resigns for Good Reason on September 1, 2013, the entire remaining unvested portion of the Option shall vest and become exercisable on the Date of Termination.
Change in Control Example. A Change in Control occurs on June 30, 2012. If Participant is terminated by the Company without Cause or resigns for Good Reason on September 1, 2012, all Restricted Shares shall vest on the Date of Termination.
Change in Control Example. A Change in Control is completed on _________ at a Per-Share Consideration of $_____ following which the RSUs relate to publicly traded equity securities of either the Company or a successor, acquirer or Affiliate thereof. No RSUs have become Eligible RSUs prior to the Change in Control because the Change in Control occurs prior to the third anniversary of the Grant Date, and therefore no RSUs are vested at the time of the Change in Control. All ______ of the Tranche I Performance RSUs become CIC Eligible RSUs at the time of the Change in Control. All ______ of the Tranche II Performance RSUs, all ______ of the Tranche III Performance RSUs and all ______ of the Tranche IV Performance RSUs remain outstanding and eligible to become Eligible RSUs. If the Participant continues to remain employed following the Change in Control, (A) each of the CIC Eligible RSUs shall become vested when they would have become Eligible RSUs had the Change in Control not occurred (i.e., one-third of the RSUs in each of the Tranches on each of the third anniversary (______ RSUs), fourth anniversary (______ RSUs) and fifth anniversary (______ RSUs) of the Grant Date), and (B) each of the Non-Eligible RSUs that did not become CIC Eligible RSUs shall remain eligible to become Eligible RSUs on the applicable anniversary of the Grant Date as set forth in Section 3(a) (i.e., one-third of the Tranche II Performance RSUs, Tranche III Performance RSUs and Tranche IV Performance RSUs on each of the third anniversary (______ Tranche II Performance RSUs, ______ Tranche III Performance RSUs and ______ Tranche IV Performance RSUs), fourth anniversary (______ Tranche II Performance RSUs, ______ Tranche III Performance RSUs and ______ Tranche IV Performance RSUs) and fifth anniversary (______ Tranche II Performance RSUs, ______ Tranche III Performance RSUs and ______ Tranche IV Performance RSUs) of the Grant Date) and eligible to vest if and when the applicable Measurement Standard (as may be adjusted by the Committee in connection with the Change in Control) is satisfied on or following the anniversary of the Grant Date on which such RSUs first become Eligible RSUs, but not later than the Vesting Eligibility Expiration Date. If the Participant is terminated by the Company without Cause, resigns with Good Reason, or dies or becomes disabled, any remaining unvested CIC Eligible RSUs shall become vested on the Date of Termination and all other RSUs that have not become vested shall be cancelled and...
Change in Control Example. If Employee A is terminated by the Company without Cause or terminates his employment for Good Reason on the date of a Change in Control that is completed on January 31, 2012, Employee A will have (A) 56 Eligible Tranche I RSUs, all of which will vest, (B) 56 Eligible Tranche II RSUs, all of which will vest, and (C) 56 Tranche III RSUs, none of which will be Eligible Tranche III RSUs because the Vesting Commencement Date for the Tranche III RSUs will not have commenced as of January 31, 2012, and all of which will be canceled and forfeited as of the date of such termination.
Change in Control Example. A Change in Control is completed on June 1, 2018 at a Per-Share Consideration of $460. No RSUs have become Eligible RSUs prior to the Change in Control because the Change in Control occurs prior to the third anniversary of the Grant Date, and therefore no RSUs are vested at time of the Change in Control. All ______ of the Tranche I Performance RSUs become CIC Eligible RSUs at the time of the Change in Control, while all ______ of the Tranche II Performance RSUs and all ______ of the Tranche III Performance RSUs are canceled and forfeited. If the Participant continues to remain employed following the Change in Control, each of the CIC Eligible RSUs become vested when they would have become Eligible RSUs had the Change in Control not occurred (i.e., one-third of the RSUs in each of the Tranches on each of the third anniversary (______ RSUs), fourth anniversary (______ RSUs) and fifth anniversary (______ RSUs) of the Grant Date). If the Participant is terminated by the Company without Cause or resigns with Good Reason, any remaining unvested CIC Eligible RSUs become vested on the Date of Termination.
Change in Control Example. In the event a Change in Control is completed on June 30, 2012 where the Per-Share Consideration is equal to $90, each of the then-unvested Tranche I Performance Restricted Shares vests because the Per-Share Consideration was greater than the Tranche I Measurement Standard, but the Tranche II Performance Restricted Shares will be forfeited and returned to the Company.
Change in Control Example. A Change in Control is completed on June 1, 2018 at a Per-Share Consideration of $460. No Options have become Eligible Options prior to the Change in Control because the Change in Control occurs prior to the third anniversary of the Grant Date, and therefore no Options are vested at time of the Change in Control. All ________ of the Tranche I Performance Options, all _________ of the Tranche II Performance Options and all _________ of the Tranche III Performance Options become CIC Eligible Options at the time of the Change in Control, while all _________ of the Tranche IV Performance Options and all _________ of the Tranche V Performance Options are canceled and forfeited. If the Optionee continues to remain employed following the Change in Control, each of the CIC Eligible Options become vested and exercisable when they would have become Eligible Options had the Change in Control not occurred (i.e., one-third (_______ or ________, as applicable) of the Options in each of the Tranches on each of the third, fourth and fifth anniversaries of the Grant Date). If Optionee is terminated by the Company without Cause or resigns with Good Reason, any remaining unvested CIC Eligible Options become vested and exercisable on the Date of Termination.
