Grouped Into 90 Collections of Similar Clauses From Business Contracts
This page contains Change in Control clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Change in Control. 9.1 In the event of the Participant's Involuntary Termination following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option. 9.2 A "Change in Control" will be deemed to have occurred as provided in Section 4.2 of the Plan.
Change in Control. 9.1 In the event of the Participant's Involuntary Termination following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option. 9.2 A "Change in Control" will be deemed to have occurred as provided in Section 4.2 of the Plan.
Change in Control. 9.1 In the event of the Participant's Involuntary Termination following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, subject to the expiration provisions otherwise applicable to the Option. 9.2 A "Change in Control" will be deemed to have occurred as provided in Section 4.2 of the Plan.
Change in Control. 9.1 In 9.1In the event of the Participant's Involuntary Termination following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable, exercisable for one year following the Participant's Involuntary Termination, subject to the expiration provisions otherwise applicable to the Option. 9.2 A 9.2A "Change in Control" will be deemed to have occurred as provided in Section 4.2 of the Plan. 10.
Change in Control. (a) Double Trigger Change in Control. Subject to Section 5(b) below, if, subsequent to receiving a Replacement Award, Participant's employment with the Company (or its successor in the Change in Control) is terminated on the date of the Change in Control or within the portion of the Change in Control Period beginning on the date of the Change in Control either by Participant for Good Reason or by the Company or successor (as applicable) other than for Cause, then the Replacement Award will vest ...and be paid out as follows: if at least one calendar year of performance during the Performance Period has been completed prior to the date of the Change in Control, the Shares shall be paid out based upon the Company's relative cumulative TSR positioning at the time of the Change in Control (without the final four quarter averaging applicable to the three-year Performance Period); otherwise, the Target Award payout level (100%) shall be used. Payment of the Shares shall be made as provided in Section 8. (b) Single Trigger Change in Control. Notwithstanding Section 5(a) above, if, upon a Change in Control, Participant does not receive a Replacement Award, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable as of the date on which the Change in Control occurs; if at least one calendar year of performance during the Performance Period has been completed prior to the date of the Change in Control, the Shares shall be paid out based upon the Company's relative cumulative TSR positioning at the time of the Change in Control (without the final four quarter averaging applicable to the three-year Performance Period); otherwise, the Target Award payout level (100%) shall be used. Payment of the Shares shall be made as provided in Section 8; provided, however, if the Change in Control does not constitute a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as provided under Code Section 409A and the Treasury Regulations and other guidance promulgated or issued thereunder ("Section 409A", and any such transaction, a "Section 409A Change in Control"), and if the Award constitutes deferred compensation under Section 409A, then the right to the Shares subject to the Award shall vest as of the date of the Change in Control but the payout of the Shares under Section 8 shall not occur until after the Vesting Date or other payment date specified in Section 8. (c) Definition of "Cause". For purposes of this Award, "Cause" shall have the meaning ascribed to such term in Section 8(c) of the Employment Agreement (including the provisions described therein relating to the Review Period). (d) Definition of "Change in Control. For purposes of this Award, "Change in Control" shall mean a "Change of Control" as defined in the Plan. (e) Definition of "Change in Control Period". For purposes of this Award, "Change in Control Period" shall mean the period beginning after the signing of a definitive agreement to effectuate a Change in Control (but not more than six months prior to the consummation of a Change in Control) and ending on the second anniversary of such consummation. (f) Definition of "Employment Agreement". For purposes of this Award, "Employment Agreement" shall mean the employment agreement between Participant and the Company dated as of March 27, 2018 and amended by the Letter Agreement, as it may be amended from time to time.4 (g) Definition of "Good Reason". For purposes of this Award, "Good Reason" shall have the meaning ascribed to such term in Section 8(d) of the Employment Agreement. (h) Definition of "Letter Agreement". For purposes of this Award, "Letter Agreement" shall mean the letter agreement between Participant and the Company dated as of February 4, 2021, as it may be amended from time to time. (i) Definition of "Replacement Award". For purposes of this Section 5, a "Replacement Award" means an award that is granted as an assumption or replacement of the Award and that has similar terms and conditions and preserves the same benefits as the Award it is replacing. (k) Definition of "Retirement". For purposes of this Award, "Retirement" means Participant's (i) Voluntary Resignation (as defined in the Employment Agreement) on or after age 55 and completion of at least five years of service with the Company or (ii) termination of employment with the Company on the End Date, except to the extent otherwise provided in Section 4(f).View More
Change in Control. (a) Double Trigger Change in Control. Subject to Section 5(b) 4(b) below, if, subsequent to receiving a Replacement Award, Participant's employment with the Company (or its successor in the Change in Control) is terminated on the date consummation of the Change in Control or within the portion of the Change in Control Period beginning on the date consummation of the a Change in Control either by Participant for Good Reason or by the Company Company, or successor (as applicable) other than for Ca...use, then all unvested Shares subject to the Replacement Award will vest shall immediately become vested and be paid out nonforfeitable and subject to settlement and transfer under Section 7 as follows: if at least one calendar year of performance during the Performance Period has been completed prior to the date of the Change in Control, the Shares shall be paid out based upon the Company's relative cumulative TSR positioning at the time Participant's termination of the Change in Control (without the final four quarter averaging applicable to the three-year Performance Period); otherwise, the Target Award payout level (100%) shall be used. Payment of the Shares shall be made as provided in Section 8. employment. (b) Single Trigger Change in Control. Notwithstanding Section 5(a) 4(a) above, if, upon a Change in Control, Participant does not receive a Replacement Award, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable and subject to settlement and transfer under Section 7 as of the date on which the Change in Control occurs; if at least one calendar year of performance during the Performance Period has been completed prior to the date of the Change in Control, the Shares shall be paid out based upon the Company's relative cumulative TSR positioning at the time of the Change in Control (without the final four quarter averaging applicable to the three-year Performance Period); otherwise, the Target Award payout level (100%) shall be used. Payment of the Shares shall be made as provided in Section 8; provided, however, if the Change in Control does not constitute a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as provided under Code Section 409A and the Treasury Regulations and other guidance promulgated or issued thereunder ("Section 409A", and any such transaction, a "Section 409A Change in Control"), and if the Award constitutes deferred compensation under Section 409A, then the right to the Shares subject to the Award shall vest and be nonforfeitable as of the date of the Change in Control but the payout settlement and transfer of the Shares under Section 8 7 shall not occur until after the Vesting Date or other payment date specified in under Section 8. 7. (c) Definition of "Cause". For purposes of this Award, "Cause" shall have the meaning ascribed to such term in Section 8(c) of the Employment Agreement (including the provisions described therein relating to the Review Period). (d) Definition of "Change in Control. For purposes of this Award, "Change in Control" shall mean a "Change of Control" as defined in the Plan. Plan.2 (e) Definition of "Change in Control Period". For purposes of this Award, "Change in Control Period" shall mean the period beginning after the signing of a definitive agreement to effectuate a Change in Control (but not more than six months prior to the consummation of a Change in Control) and ending on the second anniversary of such consummation. (f) Definition of "Employment Agreement". For purposes of this Award, "Employment Agreement" shall mean the employment agreement between Participant and the Company dated as of March 27, 2018 and amended by the Letter Agreement, as it may be amended from time to time.4 time. (g) Definition of "Good Reason". For purposes of this Award, "Good Reason" shall have the meaning ascribed to such term in Section 8(d) of the Employment Agreement. (h) Definition of "Letter Agreement". For purposes of this Award, "Letter Agreement" shall mean the letter agreement between Participant and the Company dated as of February 4, 2021, as it may be amended from time to time. (i) Definition of "Replacement Award". For purposes of this Section 5, 4, a "Replacement Award" means an award that is granted as an assumption or replacement of the Award and that has similar terms and conditions and preserves the same benefits as the Award it is replacing. (k) Definition of "Retirement". For purposes of this Award, "Retirement" means Participant's (i) Voluntary Resignation (as defined in the Employment Agreement) on or after age 55 and completion of at least five years of service with the Company or (ii) termination of employment with the Company on the End Date, except to the extent otherwise provided in Section 4(f). 3(f). View More
Change in Control. Notwithstanding anything in Sections 2 through 9 above to the contrary, in the event of a Change in Control (as defined in the Plan), the following provisions apply:a. Rollover of Awards. If adjusted or exchanged pursuant to Section 5.3(c), 5.3(d), 5.3(e) or 5.3(f) of the Plan, Restricted Stock Units [and Additional Restricted Stock Units] that have not vested or terminated as of the date of the Change in Control will continue to vest in accordance with the schedule described in Section 6 of thi...s Agreement (or as adjusted if more favorable); provided, however, that (x) if you incur an involuntary Termination of Employment not for Cause (as defined in Section 2.7 of the Plan) or a voluntary Termination of Employment for Good Reason (as defined in Section 5.4(d) of the Plan) on or before the second anniversary of the date of the Change in Control and after the Performance Cycle has ended, [subject to the terms of a deferral election,] the unpaid portion of your Actual Award will immediately vest in full and be settled no later than the earlier of 90 days after the Termination of Employment or two and one-half months after the end of the calendar year in which the Termination of Employment occurs, or (y) if you incur an involuntary Termination of Employment not for Cause (as defined in Section 2.7 of the Plan) or a voluntary Termination of Employment for Good Reason (as defined in Section 5.4(d) of the Plan) during the two-year period following the Change in Control and before the Performance Cycle has ended, [subject to the terms of a deferral election,] an amount equal to the Target Award, pro-rated to reflect the portion of the Performance Cycle that elapsed prior to such Termination of Employment, will be paid in Shares no later than the earlier of 90 days after the Termination of Employment or two and one-half months after the end of the calendar year in which the Termination of Employment occurs. b. Cashout of Awards. Unless adjusted or exchanged pursuant to Section 5.3(c), 5.3(d)(ii), 5.3(e) or 5.3(f) of the Plan (concerning rollover of outstanding awards in certain circumstances), Restricted Stock Units [and Additional Restricted Stock Units] that have not vested or terminated as of the date of the Change in Control will immediately vest. If the Change in Control occurs after the Performance Cycle has ended, [subject to the terms of a deferral election,] you will receive the portion of your unpaid Actual Award. If the Change in Control occurs before the Performance Cycle has ended, [subject to the terms of a deferral election,] the Actual Award will be based on the Target Award or other level of substantially achieved performance, as determined by the Committee prior to the Change in Control. No later than the earlier of 90 days after the date of the Change in Control or two and one-half months after the end of the calendar year in which the Change in Control occurs, you will receive for the Restricted Stock Units [and Additional Restricted Stock Units] a single payment in cash equal to the product of the number of vested and outstanding Restricted Stock Units [and Additional Restricted Stock Units] as of the date of the Change in Control (including any Restricted Stock Units [and Additional Restricted Stock Units] that vest pursuant to this Section 10) and an amount equal to the greater of (i) the highest price per Share paid by the successor, as determined by the Committee, and (ii) the highest Fair Market Value during the period of 90 days that ends on the date of the Change in Control. Any securities or other property that is part or all of the consideration paid for Shares pursuant to the Change in Control will be valued at the higher of (x) the valuation placed on the securities or property by any entity that is a party with the Company to the Change in Control, or (y) the valuation placed on the securities or property by the Committee.View More
Change in Control. Notwithstanding anything in Sections 2 through 9 above to the contrary, in In the event of a Change in Control (as defined in the Plan), Control, the following provisions apply:a. Rollover of Awards. If apply: a. Unless adjusted or exchanged pursuant to Section 5.3(c), 5.3(d), 5.3(e) 5.3(c) or 5.3(f) 5.3(d) of the Plan, Restricted Stock Units [and Additional Restricted Stock Units] that have not vested or terminated as of the date of the Change in Control will continue to vest in accordance with... the schedule described in Section 6 of this Agreement (or as adjusted if more favorable); provided, however, that (x) if you incur an involuntary Termination of Employment not for Cause (as defined in Section 2.7 of the Plan) or a voluntary Termination of Employment for Good Reason (as defined in Section 5.4(d) of the Plan) on or before the second anniversary of the date of the Change in Control and after the Performance Cycle has ended, [subject to the terms of a deferral election,] the unpaid portion of your Actual Award will immediately vest in full and be settled no later than the earlier of 90 days after the Termination of Employment or two and one-half months after the end of the calendar year in which the Termination of Employment occurs, or (y) if you incur an involuntary Termination of Employment not for Cause (as defined in Section 2.7 of the Plan) or a voluntary Termination of Employment for Good Reason (as defined in Section 5.4(d) of the Plan) during the two-year period following the Change in Control and before the Performance Cycle has ended, [subject to the terms of a deferral election,] an amount equal to the Target Award, pro-rated to reflect the portion of the Performance Cycle that elapsed prior to such Termination of Employment, will be paid in Shares no later than the earlier of 90 days after the Termination of Employment or two and one-half months after the end of the calendar year in which the Termination of Employment occurs. b. Cashout of Awards. Unless adjusted or exchanged pursuant to Section 5.3(c), 5.3(d)(ii), 5.3(e) or 5.3(f) of the Plan (concerning rollover of outstanding awards in certain circumstances), Restricted Stock Units [and Additional Restricted Stock Units] that have not vested or terminated as of the date of the Change in Control will immediately vest. If the Change in Control occurs after the Performance Cycle has ended, [subject to the terms of a deferral election,] you will receive the portion of your unpaid Actual Award. If the Change in Control occurs before the Performance Cycle has ended, [subject to the terms of a deferral election,] the Actual Award will be based on the Target Award or other level of substantially achieved performance, as determined by the Committee prior to the Change in Control. No later than the earlier of 90 days after the date of the Change in Control or two and one-half months after the end of the calendar year in which the Change in Control occurs, you will receive for the Restricted Stock Units [and Additional Restricted Stock Units] a single payment in cash equal to the product of the number of vested and outstanding Restricted Stock Units [and Additional Restricted Stock Units] as of the date of the Change in Control (including any Restricted Stock Units [and Additional Restricted Stock Units] that vest pursuant to this Section 10) 8) and an amount equal to the greater of (i) the highest price per Share paid by the successor, Successor, as determined by the Committee, and (ii) the highest Fair Market Value during the period of 90 days that ends on the date of the Change in Control. Any securities or other property that is part or all of the consideration paid for Shares pursuant to the Change in Control will be valued at the higher of (x) the valuation placed on the securities or property by any entity that is a party with the Company to the Change in Control, or (y) the valuation placed on the securities or property by the Committee. b. If adjusted or exchanged pursuant to Section 5.3(c) or 5.3(d) of the Plan, Restricted Stock Units [and Additional Restricted Stock Units] that have not vested or terminated as of the date of the Change in Control will continue to vest in accordance with the schedule described in Section 4 of this Agreement (or as adjusted if more favorable); provided, however, that if you incur an involuntary Termination of Employment not for Cause (as defined in Section 2.7 of the Plan) or a voluntarily Termination of Employment for Good Reason (as defined in Section 5.4(d) of the Plan) on or before the second anniversary of the date of the Change in Control, Restricted Stock Units [and Additional Restricted Stock Units] that have not vested or terminated as of your Termination of Employment will immediately vest in full and be settled no later than the earlier of 90 days after the Termination of Employment or two and one-half months after the end of the calendar year in which the Termination of Employment occurs. 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Change in Control. The provisions of the Plan applicable to a Change in Control shall apply to the Option, and the Committee may take such actions as it deems appropriate pursuant to the Plan.
Change in Control. The Except as may be provided in the Grant Notice, the provisions of the Plan applicable to a Change in Control shall apply to the Option, and option, and, in the Committee event of a Change in Control, the Board may take such actions as it deems appropriate pursuant to the Plan.
Change in Control. The provisions of the Plan applicable to a Change in Control shall apply to the Option, this Award, and the Committee may take such actions as it deems appropriate pursuant to the Plan.
Change in Control. The provisions of the Plan applicable to a Change in Control shall apply to the Option, and the Committee Administrator may take such actions as it deems appropriate pursuant to the Plan.
Change in Control. Except as may be otherwise provided by the Committee, if your employment is terminated following a Change in Control, as defined in the Plan, your Restricted Unit Award (or any other form of equity award or compensation that replaces your Restricted Unit Award as a result of the Change in Control) will immediately become fully vested, provided that: (a) your employment is terminated by the Company or, if different, the Subsidiary employing you (the "Employer") for any reason other than Cause, Di...sability or death in the twelve (12)-month period following the Change in Control; or 2/28 (b) you terminate your employment with the Company or the Employer after one of the following events within the twelve (12)-month period following the Change in Control: i. the Company or the Employer (1) assigns or causes to be assigned to you duties inconsistent in any material respect with your position as in effect immediately prior to the Change in Control; (2) makes or causes to be made any material adverse change in your position, authority, duties or responsibilities; or (3) takes or causes to be taken any other action which, in your reasonable judgment, would cause you to violate your ethical or professional obligations (after written notice of such judgment has been provided by you to the Company or the Employer and the Company or the Employer has been given a 15-day period within which to cure such action), or which results in a significant diminution in such position, authority, duties or responsibilities; or ii. the Company or the Employer, without your consent, (1) requires you to relocate to a principal place of employment more than 50 miles from your existing place of employment; or (2) materially reduces your base salary, annual bonus, or retirement, welfare, stock incentive, perquisite (if any) and other benefits taken as a whole (collectively, a "Change in Control Termination"); provided, however, that none of the events described in this sentence shall constitute a Change in Control Termination unless and until (w) you first notify the Company in writing describing in reasonable detail the condition which constitutes a Change in Control Termination within ninety (90) days of its occurrence, (x) the Company fails to cure such condition within (thirty) 30 days after the Company's receipt of such written notice, (y) notwithstanding such efforts, the condition continues to exist, and (z) you terminate employment within sixty (60) days after the end of such (thirty) 30-day cure period. Shares issuable for any portion of your Restricted Unit Award that vests pursuant to this Section 10 and DEUs will be delivered in accordance with Section 5.View More
Change in Control. Except as may be otherwise provided by the Committee, if your employment is terminated following a Change in Control, as defined in the Plan, your Restricted Unit Award Stock Option (or any other form of equity award or compensation that replaces your Restricted Unit Award Stock Option as a result of the Change in Control) will immediately become fully vested, and you will be entitled to exercise the Stock Option until the earlier of (x) the Expiration Date or (y) the third anniversary of your T...ermination of Employment, provided that: (a) your employment is terminated by the Company or, if different, the Subsidiary employing you (the "Employer") "Employer"), for any reason other than Cause, Disability or death in the twelve (12)-month (12) month period following the Change in Control; or 2/28 (b) you terminate your employment with the Company or the Employer after one of the following events within the twelve (12)-month (12) month period following the Change in Control: i. the Company or the Employer (1) assigns or causes to be assigned to you duties inconsistent in any material respect with your position as in effect immediately prior to the Change in Control; (2) makes or causes to be made any material adverse change in your position, authority, duties or responsibilities; or (3) takes 2/20 or causes to be taken any other action which, in your reasonable judgment, would cause you to violate your ethical or professional obligations (after written notice of such judgment has been provided by you to the Company or the Employer and the Company or the Employer has been given a 15-day period within which to cure such action), or which results in a significant diminution in such position, authority, duties or responsibilities; or ii. the Company or the Employer, without your consent, (1) requires you to relocate to a principal place of employment more than 50 miles from your existing place of employment; or (2) materially reduces your base salary, annual bonus, or retirement, welfare, stock incentive, perquisite (if any) and other benefits taken as a whole (collectively, a "Change in Control Termination"); Termination"). provided, however, that none of the events described in this sentence shall constitute a Change in Control Termination unless and until (w) you first notify the Company in writing describing in reasonable detail the condition which constitutes a Change in Control Termination within ninety (90) days of its occurrence, (x) the Company fails to cure such condition within (thirty) 30 thirty (30) days after the Company's receipt of such written notice, (y) notwithstanding such efforts, the condition continues to exist, and (z) you terminate employment within sixty (60) days after the end of such (thirty) 30-day thirty (30)-day cure period. Shares issuable for any portion of your Restricted Unit Award that vests pursuant to this Section 10 and DEUs will be delivered in accordance with Section 5.View More
Change in Control. Notwithstanding anything in the Plan or otherwise set forth in this Agreement to the contrary, upon the occurrence of a Change in Control, all restrictions on the Restricted Stock shall immediately lapse and the Restricted Stock shall be fully vested, except to the extent that another award meeting the requirements of this Section 9 is provided to Participant to replace the Restricted Stock award (an award meeting the requirements of this Section 9, a "Replacement Award"). An award shall meet th...e conditions of this Section 9 (and hence, qualify as a Replacement Award) if: (i) it is a restricted publicly traded equity security of NBHC or the surviving corporation or the ultimate parent of the applicable entity following the Change in Control, (ii) it has a fair market value at least equal to the value of the Restricted Stock granted pursuant to this Agreement as of the date of the Change in Control, (iii) it contains terms relating to vesting (including with respect to Termination of Employment) that are substantially identical to the terms set forth in this Agreement, and (iv) its other terms and conditions are not less favorable to Participant than the terms and conditions set forth in this Agreement or in the Plan (including provisions that apply in the event of a subsequent Change in Control) as of the date in the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of this award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Restricted Stock shall not vest upon a Change in Control. The determination of whether the conditions of this Section 9 are satisfied shall be made by the Committee, as constituted immediately prior to the Change in Control, in its sole discretion.View More
Change in Control. Notwithstanding anything in the Plan or otherwise set forth in this Agreement to the contrary, upon the occurrence of a Change in Control, all restrictions on the Restricted Stock shall immediately lapse and the Restricted Stock shall be fully vested, except to the extent that another award meeting the requirements of this Section 9 9 is provided to Participant to replace the Restricted Stock award (an award meeting the requirements of this Section 9, 9, a "Replacement Award"). An award shall ...meet the conditions of this Section 9 9 (and hence, qualify as a Replacement Award) if: (i) it is a restricted publicly traded equity security of NBHC or the surviving corporation or the ultimate parent of the applicable entity following the Change in Control, (ii) it has a fair market value at least equal to the value of the Restricted Stock granted pursuant to this Agreement as of the date of the Change in Control, (iii) it contains terms relating to vesting (including with respect to Termination of Employment) that are substantially identical to the terms set forth in this Agreement, and (iv) its other terms and conditions are not less favorable to Participant than the terms and conditions set forth in this Agreement or in the Plan (including provisions that apply in the event of a subsequent Change in Control) as of the date in the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of this award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Restricted Stock shall not vest upon a Change in Control. The determination of whether the conditions of this Section 9 9 are satisfied shall be made by the Committee, as constituted immediately prior to the Change in Control, in its sole discretion. View More
Change in Control. 10.1 Effect on SARs. In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the SARs shall become immediately vested and exercisable. 10.2 Cash-out. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days' advance notice to the Participant, cancel the SARs and pay to the Participant the Appreciation Value of the SARs based upon the price per share of Common Stock received or to be receive...d by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the SAR equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the SAR without the payment of consideration therefor.View More
Change in Control. 10.1 11.1 Effect on SARs. In the event of a Change in Control, notwithstanding any provision of in the Plan or this Agreement to the contrary, the outstanding SARs granted herein shall become immediately 100% vested and exercisable. 10.2 exercisable, provided that (i) the Participant has provided Continuous Service to the Company/Subsidiary as of the consummation of the Change in Control, and (ii) the Participant did not initiate the event that resulted in the occurrence of such Change in Contro...l in a capacity other than as an officer or director of the Company. 11.2 Cash-out. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days' advance notice to the Participant, cancel any or all of the outstanding SARs granted under this Agreement and pay to the Participant the cash Appreciation Value of the SARs based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. Change in Control transaction. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price Base Value of the an outstanding SAR equals or exceeds the price to be paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the SAR without the payment of consideration therefor. any consideration. View More
Change in Control. 10.1 Effect on SARs. In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the SARs evidenced hereby shall become immediately vested and exercisable. notwithstanding anything in the Plan or in this Agreement to the contrary. 10.2 Cash-out. In the event of a Change in Control, the Committee may, in the exercise of its discretion and upon at least ten (10) days' days advance notice to the Participant, You, cancel the SARs and and, instead..., pay to the Participant You the Appreciation Value of the SARs based upon the price per share of Common Stock received or to be received by other shareholders of the Company in connection with the Change in Control event. Notwithstanding the foregoing, if If at the time of a the Change in Control event the Exercise Price of the SAR equals or exceeds the price paid or to be paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the SAR without the payment of consideration therefor. View More
Change in Control. Notwithstanding Section 3(a) above, in the event there occurs a Change in Control (as defined in the Plan) of the Company, then, except as provided herein, the portion of the SARs that is outstanding and unvested immediately prior to such occurrence shall accelerate and become fully vested (100% achievement of all applicable Performance Conditions shall be deemed to have occurred) upon (or, as may be necessary to effect such acceleration, immediately prior to) the consummation of the Change in C...ontrol. If, however, this Agreement is assigned by the Company and assumed by the acquiring or successor entity (or parent thereof), or if new SARs under a new stock incentive program are to be issued in exchange therefor, in connection with such Change in Control transaction (as such events are more particularly described in the Plan), then vesting of the SARs shall not accelerate and the time-based vesting schedule shall continue to apply, but 100% achievement of all applicable Performance Conditions shall be deemed to have occurred.View More
Change in Control. Notwithstanding Section 3(a) 2(a) above, in the event there occurs a Change in Control (as defined in the Plan) of the Company, then, except as provided herein, the portion of the SARs Restricted Stock Units that is outstanding and unvested immediately prior to such occurrence shall accelerate and become fully vested (100% achievement of all applicable the Performance Conditions Condition shall be deemed to have occurred) upon (or, as may be necessary to effect such acceleration, immediately pri...or to) the consummation of the Change in Control. If, however, this Agreement is assigned by the Company and assumed by the acquiring or successor entity (or parent thereof), or if new SARs under a new stock incentive program are agreement of comparable value covering shares of a successor entity (or parent thereof) is to be issued in exchange therefor, in connection with such Change in Control transaction (as such events are more particularly described in the Plan), then vesting of the SARs Restricted Stock Units shall not accelerate and the time-based vesting schedule shall continue to apply, but 100% achievement of all applicable the Performance Conditions Condition shall be deemed to have occurred. View More
Change in Control. 7.1 Acceleration of Vesting. In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the Option shall become immediately vested and exercisable with respect to 100% of the shares subject to the Option. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Participant the ability to participate in the Change in Control with respect to the shares of Common Stock rec...eived. 4 7.2 Cash-out. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days' advance notice to the Participant, cancel the Option and pay to the Participant the value of the Option based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.View More
Change in Control. 7.1 Acceleration of Vesting. In the event of If a Change in Control occurs and the Director's Continuous Service is terminated by the Company (other than for death, Disability or Cause) within 12 months following the Change in Control, notwithstanding any provision 100% of the Plan or this Agreement shares subject to the contrary, the Option shall become immediately vested and exercisable with respect to 100% of the shares subject to the Option. To the extent practicable, such acceleration of ve...sting and exercisability shall occur in a manner and at a time which allows the Participant the ability to participate in the Change in Control with respect to the shares of Common Stock received. 4 exercisable. 3 7.2 Cash-out. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days' advance notice to the Participant, Director, cancel the Option and pay to the Participant Director the value of the Option based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor. View More
Change in Control. 7.1 Acceleration of Vesting. In the event of If a Change in Control occurs and the Participant's Continuous Service is terminated by the Company without Cause (other than for death or Disability) or by the Participant for Good Reason within 12 months following the Change in Control, notwithstanding any provision 100% of the Plan or this Agreement shares subject to the contrary, the Option shall become immediately vested and exercisable with respect to 100% of the shares subject to the Option. To... the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Participant the ability to participate in the Change in Control with respect to the shares of Common Stock received. 4 exercisable. 7.2 Cash-out. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days' advance notice to the Participant, cancel the Option and pay to the Participant the value of the Option based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor. View More
