Treatment of Outstanding Awards. In the event of a Change of Control, unless otherwise specifically prohibited by any applicable laws, rules or regulations or otherwise provided in any applicable Award Agreement, as in effect prior to the occurrence of the Change of Control, specifically with respect to a Change of Control:
Treatment of Outstanding Awards. The Parties shall use commercially reasonable efforts to take all actions necessary or appropriate so that the Ashland Global Restricted Share Units, Ashland Global Restricted Shares and Ashland Global Performance Units held by Valvoline Employees who remain employed by a member of the Valvoline Group as of immediately following the Distribution (each a, “Continuing Valvoline Employee”), and the Ashland Global Stock Appreciation Rights held by Valvoline Employees (whether or not they are Continuing Valvoline Employees), shall be treated as follows, in lieu of the receipt of any shares of Valvoline Common Stock with respect to such Ashland Global Equity Awards in connection with the Distribution; provided that the provisions of this Section 8.02 shall be effected in a manner that complies with applicable law:
Treatment of Outstanding Awards. The Parties shall use commercially reasonable efforts to take all actions necessary or appropriate so that the Manitex Restricted Stock Units held by ASV Employees who remain employed by ASV as of immediately following the closing of the Initial Public Offering (each a, “Continuing ASV Employee”), shall be treated as follows in connection with the Separation; provided that the provisions of this Section shall be effected in a manner that complies with applicable law:
Treatment of Outstanding Awards. Subject to Section 11.3, upon the occurrence of a Change in Control and notwithstanding the terms of any Award Agreement, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges:
Treatment of Outstanding Awards. Your outstanding restricted stock unit awards and performance unit awards with respect to shares of CIT common stock (the “Outstanding Awards”) will be assumed as provided in the Merger Agreement and continue to vest over time, provided, however, that if you experience an Eligible Termination of Employment (as defined in Appendix A) or Retirement (as defined in an applicable award agreement) before your Outstanding Awards have vested in full, your Outstanding Awards will immediately vest in full as of the date of such termination and be settled within thirty (30) days thereof. You and FCB acknowledge and agree that your termination of employment at the end of the Term shall be treated as an Eligible Termination of Employment for purposes of all applicable award agreements.
Treatment of Outstanding Awards. Upon the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges,:
Treatment of Outstanding Awards. Executive will have Performance Stock Awards outstanding as of the Retirement Date. In consideration for the Executive’s execution of the release set forth below, the Company hereby agrees that each such award shall be afforded treatment consistent with Executive’s voluntary “Retirement” as defined in the 2013 Stock and Incentive Compensation Plan (“Equity Plan”) and in accordance with the terms of the Executive’s Performance Stock Award Agreements (“Award Agreements”), without regard to the Executive’s age as of the date of his Retirement. Therefore, on December 31, 2019, Executive shall be vested and shares prorated as follows: (1) 100% of the stock award for the 2017-2019 performance period, (2) 67% of the stock award for the 2018-2020 performance period and (3) 33% of the stock award for the 2019-2021 performance period. The number of shares of the Company’s common stock awarded under the Award Agreements shall be determined by the Compensation Committee following the conclusion of each performance period and the actual performance results achieved. Shares awarded under each outstanding Performance Stock Award will be issued to Executive as soon as reasonably practicable but within no more than 30 days following the determination by the Compensation Committee of the amount earned under each such award following the end of the applicable performance period. All such amounts shall be subject to appropriate payroll deductions and income tax withholdings, and shall remain subject to the Company’s policies regarding recovery of compensation (commonly referred to as the “clawback” policy) that was based upon the achievement of certain financial results (as reflected in the financial statement of the Company or otherwise) or other performance metrics that, in either case, were subsequently found to be materially inaccurate. In addition, the Parties acknowledge and agree that nothing in this Agreement shall limit the Compensation Committee’s discretion in determining the amount earned under any Award Agreement or to reduce or eliminate the amount due under any Award Agreement should it hereafter determine that Executive engaged in conduct at any time while employed by the Company or during the Restricted Period (as defined in Paragraph 9(c) of the Employment Agreement) that is or was in material violation of the policies of the Company, materially injurious to the Company, or undertaken without good faith and the reasonable belief that such conduct was in the ...
Treatment of Outstanding Awards. (a) In the event of a Change of Control, each outstanding Award shall be treated as the Committee determines, including, without limitation, (i) that each Award be honored or assumed, or equivalent rights substituted therefor, by the New Employer or (ii) that all unvested Awards will terminate upon the Change in Control. References to the Committee in this Section 14 are to the Committee as constituted prior to the Change of Control.
Treatment of Outstanding Awards. 24 16.3. Termination, Amendment, and Modifications of Change of Control Provisions. 26 16.4. Compliance with Section 409A. . 27 ARTICLE XVII. AMENDMENT, MODIFICATION, AND TERMINATION 17.1. Amendment, Modification, and Termination. 27 17.2. Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. 28 ARTICLE XVIII. TAX WITHHOLDING AND OTHER TAX MATTERS 18.1. Tax Withholding. 28 18.2. Withholding or Tendering Shares. 28 18.3. Restrictions. 29 18.4. Special ISO Obligations. 29 18.5. Section 83(b) Election. 29 18.6. No Guarantee of Favorable Tax Treatment. 29 ARTICLE XIX. LIMITS OF LIABILITY; INDEMNIFICATION 19.1. Limits of Liability. 29 19.2. Indemnification. 30 Page ARTICLE XX. SUCCESSORS 20.1. Successors. . 30 ARTICLE XXI. MISCELLANEOUS
Treatment of Outstanding Awards. Your outstanding restricted stock unit awards and performance unit awards with respect to shares of CIT common stock (the “Outstanding Awards”) will be assumed as provided in the Merger Agreement and continue to vest over time, provided, however, that if you experience an Eligible Termination of Employment or Retirement (as defined in an applicable award agreement, or as defined in Appendix A if you remain employed until the first anniversary of the Closing) before your Outstanding Awards have vested Human Resources Department | 0000 Xxx Xxxxx Xxxx| Xxxxxxx, XX 00000 xxxxxxxxxxxxx.xxx in full, your Outstanding Awards will immediately vest in full as of the date of such termination and be settled in accordance with their terms.
