Change in Control Clause Example with 5 Variations from Business Contracts
This page contains Change in Control clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Change in Control. In the event the Company experiences a Change in Control prior to the Vesting Date, then, effective as of the date of such Change in Control, the Performance Stock Unit Award will be deemed to have been earned as follows:(a)If the Change in Control occurs on or prior to the completion of 50% of the Performance Period, the number of shares of Stock earned will equal the number of Target PSUs (in other words, the earned shares of Stock will be determined as if the Performance Goals had been achiev...ed at target); (b)If the Change in Control occurs after the completion of the Performance Period, the number of shares of Stock earned will be based on the extent to which the Performance Goals established under Section 4 have been achieved; and(c)If the Change in Control occurs after completion of 50% or more but less than all of the Performance Period, the number of shares of Stock earned will based upon the extent to which the Performance Goals established under Section 4 have been achieved, except that the applicable Performance Goals for such truncated Performance Period will be pro-rated and the Company's performance against such Performance Goals determined by the Committee in good faith as of the date of the Change in Control.The value of each earned share as of the Change in Control shall be based on the value of the consideration paid to shareholders generally in connection with the Change in Control or, if the Change in Control does not result in any payment to shareholders, the fair market value of the Company as of the date of the Change in Control, in each case as determined by the Board of Directors in good faith. Payment shall be made in cash as soon as practicable after the Change in Control, but in no event later than March 15 of the year after the year in which the Change in Control occurs.View More
Variations of a "Change in Control" Clause from Business Contracts
Change in Control. In the event the Company experiences a Change in Control prior to the Vesting Date, last day of the Performance Period, then, effective as of the date of such Change in Control, the Performance Stock Unit Award each Tranche will be deemed to have been earned as follows:(a)If the Change in Control occurs on or prior to the completion of 50% six (6) months of the Performance Period, Interval applicable to such Tranche, the number amount of shares of Stock the Cash Award earned with respect to such... Tranche will equal the number of Employee's Target PSUs (in other words, the earned shares of Stock will be determined as if the Performance Goals had been achieved at target); Incentive for such Tranche; (b)If the Change in Control occurs after the completion of the Performance Period, Interval applicable to such Tranche, the number amount of shares of Stock the Cash Award earned with respect to such Tranche will be based on the extent to which the Performance Goals established under Section 4 4(b) with respect to such Performance Interval have been achieved; and(c)If the Change in Control occurs after completion of 50% six (6) months or more but less than all of the Performance Period, Interval applicable to such Tranche, the number amount of shares of Stock the Cash Award earned with respect to such Tranche will based upon the extent to which the Performance Goals established under Section 4 4(b) with respect to such Performance Interval have been achieved, except that the applicable Performance Goals for such truncated Performance Period Interval will be pro-rated and the Company's performance against such Performance Goals determined by the Committee in good faith as of the date of the Change in Control.The value of each earned share as of the Change in Control shall be based on the value of the consideration paid to shareholders generally in connection with the Change in Control or, if the Change in Control does not result in any payment to shareholders, the fair market value of the Company as of the date of the Change in Control, in each case as determined by the Board of Directors in good faith. Payment Control.Payment shall be made in cash as soon as practicable after the Change in Control, but in no event later than March 15 of the year after the year in which the Change in Control occurs. occurs.7. Non-Solicitation. Employee, for the twelve (12)-month period immediately following the date of termination of Employee's employment, shall not, either on his or her own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner, or shareholder, or otherwise on behalf of any other person, firm, or corporation, directly or indirectly solicit or attempt to solicit away from the Employer any of its employees or offer employment to any person who, on or during the six (6) months immediately preceding the date of such solicitation or offer, is or was an employee of the Employer.8. Forfeiture. Employee must reimburse or forfeit to the Company any payment received or to be received hereunder by Employee to the extent required by the clawback policy adopted by the Board of Directors. 2 9. Tax Withholding. The Company will deduct from the payment, if any, of Employee's Cash Award any taxes required to be withheld by federal, state or local government.10. NonâTransferability. Neither this Award nor any rights under this Award Agreement may be assigned, transferred, or in any manner encumbered except as permitted under the Plan.11. Limitations. Nothing in this Award Agreement or the Plan grants to Employee any right to continued employment with the Company or any of its Affiliates or will be deemed to interfere in any way with the Company or any of its Affiliates' right to terminate Employee's employment at any time and for any reason, subject to applicable law. Payment of Employee's Cash Award, if any, is not secured by a trust, insurance contract or other funding medium, and Employee does not have any interest in any fund or specific assets of the Company or any of its Affiliates by reason of this Cash Award. View More
Change in Control. In the event the Company experiences a Change in Control prior to the Vesting Date, last day of the Performance Period, then, effective as of the date of such Change in Control, the Performance Stock Unit Award each Tranche will be deemed to have been earned as follows:(a)If the Change in Control occurs on or prior to the completion of 50% six (6) months of the Performance Period, Interval applicable to such Tranche, the number of shares of Stock earned with respect to such Tranche will equal th...e number of Target PSUs relating to such Tranche (in other words, the earned shares of Stock will be determined as if the Performance Goals had been achieved at target); (b)If the Change in Control occurs after the completion of the Performance Period, Interval applicable to such Tranche, the number of shares of Stock earned with respect to such Tranche will be based on the extent to which the Performance Goals established under Section 4 4(b) with respect to such Performance Interval have been achieved; and(c)If the Change in Control occurs after completion of 50% six (6) months or more but less than all of the Performance Period, Interval applicable to such Tranche, the number of shares of Stock earned with respect to such Tranche will based upon the extent to which the Performance Goals established under Section 4 4(b) with respect to such Performance Interval have been achieved, except that the applicable Performance Goals for such truncated Performance Period Interval will be pro-rated and the Company's performance against such Performance Goals determined by the Committee in good faith as of the date of the Change in Control.The value of each earned share as of the Change in Control shall be based on the value of the consideration paid to shareholders generally in connection with the Change in Control or, if the Change in Control does not result in any payment to shareholders, the fair market value of the Company as of the date of the Change in Control, in each case as determined by the Board of Directors in good faith. Payment shall be made in cash as soon as practicable after the Change in Control, but in no event later than March 15 of the year after the year in which the Change in Control occurs. 2 7. Non-Solicitation. Employee, for the twelve (12)-month period immediately following the date of termination of Employee's employment, shall not, either on his or her own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner, or shareholder, or otherwise on behalf of any other person, firm, or corporation, directly or indirectly solicit or attempt to solicit away from the Employer any of its employees or offer employment to any person who, on or during the six (6) months immediately preceding the date of such solicitation or offer, is or was an employee of the Employer. View More
Change in Control. In the event the Company experiences a Change in Control prior to the Vesting Date, then, effective as of the date of such Change in Control, the Performance Stock Unit Cash Award will be deemed to have been earned as follows:(a)If the Change in Control occurs on or prior to the completion of 50% of the Performance Period, the number amount of shares of Stock the Cash Award earned will equal the number of Target PSUs Value (in other words, the earned shares of Stock Grantee's Cash Award will be ...determined as if the Performance Goals had been achieved at target); (b)If the Change in Control occurs after the completion of the Performance Period, the number amount of shares of Stock the Cash Award earned will be based on the extent to which the Performance Goals established under Section 4 have been achieved; and(c)If and If the Change in Control occurs after completion of 50% or more but less than all of the Performance Period, the number amount of shares of Stock the Cash Award earned will based upon the extent to which the Performance Goals established under Section 4 have been achieved, except that the applicable Performance Goals for such truncated Performance Period will be pro-rated and the Company's performance against such Performance Goals determined by the Committee in good faith as of the date of the Change in Control.The value of each earned share as of the Change in Control shall be based on the value of the consideration paid to shareholders generally in connection with the Change in Control or, if the Change in Control does not result in any payment to shareholders, the fair market value of the Company as of the date of the Change in Control, in each case as determined by the Board of Directors in good faith. Control. Payment shall be made in cash as soon as practicable after the Change in Control, but in no event later than March 15 of the year after the year in which the Change in Control occurs. occurs.8. Tax Withholding. In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Grantee, are withheld or collected from Grantee. View More
Change in Control. In the event the Company experiences a Change in Control prior to the Vesting Date, then, effective as of the date of such Change in Control, the Performance Stock Unit Cash Award will be deemed to have been earned as follows:(a)If follows:a.If the Change in Control occurs on or prior to the completion of 50% of the Performance Period, the number amount of shares of Stock the Cash Award earned will equal the number of Target PSUs Value (in other words, the earned shares of Stock Grantee's Cash A...ward will be determined as if the Performance Goals Goal had been achieved at target); (b)If b.If the Change in Control occurs after the completion of the Performance Period, the number amount of shares of Stock the Cash Award earned will be based on the extent to which the Performance Goals Goal established under Section 4 have has been achieved; and(c)If and If the Change in Control occurs after completion of 50% or more but less than all of the Performance Period, the number amount of shares of Stock the Cash Award earned will be based upon the extent to which the Performance Goals Goal established under Section 4 have has been achieved, except that the applicable Performance Goals for such truncated Performance Period will be pro-rated and the Company's performance against such Performance Goals determined by the Committee in good faith as of end on the date of the Change in Control.The value of each earned share as of on which the Change in Control occurs, and the Company's stock price on such date shall be based on deemed to be the value of the consideration paid to shareholders generally in connection with the Change in Control or, if the Change in Control does not result in any payment to shareholders, the fair market value of the Company on a per share basis as of the date of the Change in Control, in each case as determined by the Board of Directors in good faith. faith (the "Company CIC Share Value"). Without limiting the foregoing, the Company's performance against such Performance Goal shall be determined by the Committee in good faith as of the date of the Change in Control. Payment shall be made in cash as soon as practicable after the Change in Control, but in no event later than March 15 of the year after the year in which the Change in Control occurs. occurs.8. Tax Withholding. In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Grantee, are withheld or collected from Grantee. View More
Change in Control. In the event the Company experiences a Change in Control prior to the Vesting Date, then, effective as of the date of such Change in Control, the Performance Stock Unit Award will be deemed to have been earned as follows:(a)If follows:a.If the Change in Control occurs on or prior to the completion of 50% of the Performance Period, the number of shares of Stock earned will equal the number of Target PSUs (in other words, the earned shares of Stock will be determined as if the Performance Goals Go...al had been achieved at target); (b)If b.If the Change in Control occurs after the completion of the Performance Period, the number of shares of Stock earned will be based on the extent to which the Performance Goals Goal established under Section 4 have has been achieved; and(c)If andc.If the Change in Control occurs after completion of 50% or more but less than all of the Performance Period, the number of shares of Stock earned will be based upon the extent to which the Performance Goals Goal established under Section 4 have has been achieved, except that the applicable Performance Goals for such truncated Performance Period will be pro-rated and the Company's performance against such Performance Goals determined by the Committee in good faith as of end on the date of the Change in Control.The value of each earned share as of on which the Change in Control occurs, and the Company's stock price on such date shall be based on deemed to be the value of the consideration paid to shareholders generally in connection with the Change in Control or, if the Change in Control does not result in any payment to shareholders, the fair market value of the Company on a per share basis as of the date of the Change in Control, in each case as determined by the Board of Directors in good faith. faith (the "Company CIC Share Value"). Without limiting the foregoing, the Company's performance against such Performance Goal shall be determined by the Committee in good faith as of the date of the Change in Control.The value of each earned share as of the Change in Control shall be based on the Company CIC Share Value. Payment shall be made in cash as soon as practicable after the Change in Control, but in no event later than March 15 of the year after the year in which the Change in Control occurs. View More
