Change in Control Contract Clauses (3,258)
Grouped Into 703 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. (a) In the event of a Change in Control (as defined in the Plan) prior to the final Vesting Date, provided the Grantee is continuously employed by the Company or a Subsidiary from the Grant Date through the date of the Change in Control, then, for purposes of Section 4 of this Award, except as provided in Section 7(b) below, the Cash Award shall continue to vest on each of the Vesting Dates occurring after the date of the Change in Control, provided the Grantee remains continuously employed b
...y the Company or a Subsidiary from the date of the Change in Control through such Vesting Dates (except as provided in Section 7(b) below). The vested Cash Award will be paid to the Grantee as soon as practicable after each Vesting Date occurring after the date of the Change in Control, but in no event later than the 15th day after such vesting occurs and subject to the withholding referenced in Section 8. (b) The foregoing notwithstanding, if after the date of the Change in Control but prior to the final Vesting Date the Grantee’s employment is (i) involuntarily terminated by the Company or its successor for any reason other than Cause (as defined below), (ii) terminated by the Grantee for Good Reason (as defined below), (iii) terminated due to death or Disability, then the Cash Award determined under Section 7(a) that has not 2 Exhibit 10.2 been paid as of the Grantee’s termination date will be paid to the Grantee within 30 days following the Grantee’s termination date. If after the date of the Change in Control but prior to the final Vesting Date the Grantee’s employment is (x) involuntarily terminated by the Company or its successor for Cause or (y) voluntarily terminated by the Grantee for any reason other than Good Reason, then the Grantee shall have no rights under this Award and any unvested Cash Award shall be forfeited as of his or her termination date. (c) For purposes of Section 7(b), “Cause” shall mean, if not otherwise defined in an employment agreement between the Grantee and the Company or its successor in effect as of the date of his or her termination, the Grantee’s (i) failure to reasonably and substantially perform his or her duties (other than as a result of physical or mental illness or injury); (ii) willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the Company’s or successor’s business, reputation or prospects; or (iii) conviction or plea of nolo contendere with respect to the commission of a felony or other serious crime involving moral turpitude. (d) For purposes of Section 7(b), “Good Reason” shall mean the occurrence of any of the following events: (i) a material diminution in the Grantee’s base salary; (ii) a material diminution in the Grantee’s position, authority, duties or responsibilities in connection with the Change in Control; or (iii) the involuntary relocation of the geographic location of the Grantee’s principal place of employment by more than 50 miles from the location of the Grantee’s principal place of employment as of the Grant Date. Notwithstanding the foregoing, any assertion by the Grantee of a termination of employment for Good Reason shall not be effective unless all of the following requirements are satisfied: (1) the condition described in clause (i), (ii) or (iii) above giving rise to the Grantee’s termination of employment must have arisen without the Grantee’s consent; (2) the Grantee must provide written notice to the Company of such condition in accordance with Section 12 within 30 days of the initial existence of the condition; (3) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by the Company (“cure period”); and (4) the Grantee’s termination of employment must occur within 30 days after the end of the cure period. If the Grantee does not provide the notice described in clause (2) above, or if the Company corrects the event during the cure period as described in clause (3) above, or the Grantee does not terminate employment as described in clause (4) above, then the event shall not constitute Good Reason.
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Change in Control. (a)
General. In the event of a Change in Control (as defined in the Plan) prior to
end of the
final Vesting Date, provided Performance Period, the
Grantee is continuously employed by the Company or a Subsidiary from the Grant Date through Performance Period shall be deemed to end on the date of the Change in
Control, then, for purposes of Section 4 of this Award, except as provided in Section 7(b) below, Control and the
Cash Award shall continue to vest on each Final Value (if any) of the
Vestin...g Dates occurring after the Performance Units as of date of the Change in Control, Control shall be determined based on the level of achievement of the Performance Goal through the end of such adjusted Performance Period, calculated in accordance with Schedule I. The Performance Units shall be become vested as of the Vesting Date, provided the Grantee remains has been continuously employed by the Company (or its successor) or one of its Subsidiaries at all times from the Grant Date until the Vesting Date. The aggregate Final Value of the Performance Units will be paid to the Grantee in a Subsidiary lump sum cash payment as soon as practicable after the Vesting Date, but in no event later than the 70th day following the Vesting Date. At the time of payment the Grantee will receive an additional amount in cash for interest on such cash amount based on a rate of 6%, compounded annually, from the date of the Change in Control through such until the Vesting Dates (except as provided in Date (the “interest rate”). (b) Termination of Employment; Forfeiture. Section 7(b) below). The vested Cash Award will be paid to 5(a) notwithstanding, if the Grantee’s employment is involuntarily terminated by the Company or its successor for any reason other than Cause (as defined below) or the Grantee as soon as practicable after each Vesting Date occurring after the date of the Change in Control, but in no event later than the 15th day after such vesting occurs and subject to the withholding referenced in Section 8. (b) The foregoing notwithstanding, if terminates employment for Good Reason (as defined below) after the date of the Change in Control but prior to the final Vesting Date, then the aggregate Final Value of the Performance Units determined under Section 5(a) will be paid to the Grantee in a lump sum cash payment within 30 days following the Grantee’s termination date (subject to Section 6(b), if applicable). At the time of payment the Grantee will receive an additional amount in cash interest on such cash amount for the period beginning on the date of the Change in Control and ending on the Grantee’s termination date based on the interest rate. If 3 prior to the Vesting Date the Grantee’s employment is (i) involuntarily terminated by the Company or its successor for any reason other than Cause (as defined below), (ii) terminated by the Grantee for Good Reason (as defined below), (iii) terminated due to death or Disability, then the Cash Award determined under Section 7(a) that has not 2 Exhibit 10.2 been paid as of the Grantee’s termination date will be paid to the Grantee within 30 days following the Grantee’s termination date. If after the date of the Change in Control but prior to the final Vesting Date the Grantee’s employment is (x) involuntarily terminated by the Company or its successor for Cause or (y) (ii) voluntarily terminated by the Grantee for any reason other than Good Reason, then the Grantee shall have no rights under this Award and any unvested Cash Award all the Performance Units shall be forfeited as of his or her termination date. (c) Cause. For purposes of Section 7(b), 5(b), “Cause” shall mean, if not otherwise defined in an employment agreement between the Grantee and the Company or its successor in effect as of the date of his or her termination, the Grantee’s (i) failure to reasonably and substantially perform his or her duties (other than as a result of physical or mental illness or injury); (ii) willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the Company’s or successor’s business, reputation or prospects; or (iii) conviction or plea of nolo contendere with respect to the commission of a felony or other serious crime involving moral turpitude. (d) Good Reason. For purposes of Section 7(b), 5(b), “Good Reason” shall mean the occurrence of any of the following events: (i) a material diminution in the Grantee’s base salary; (ii) a material diminution in the Grantee’s position, authority, duties or responsibilities in connection with the Change in Control; or (iii) the involuntary relocation of the geographic location of the Grantee’s principal place of employment by more than 50 miles from the location of the Grantee’s principal place of employment as of the Grant Date. Notwithstanding the foregoing, any assertion by the Grantee of a termination of employment for Good Reason shall not be effective unless all of the following requirements are satisfied: (1) the condition described in clause (i), (ii) or (iii) above giving rise to the Grantee’s termination of employment must have arisen without the Grantee’s consent; (2) the Grantee must provide written notice to the Company of such condition in accordance with Section 12 9 within 30 days of the initial existence of the condition; (3) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by the Company (“cure period”); and (4) the Grantee’s termination of employment must occur within 30 days after the end of the cure period. If the Grantee does not provide the notice described in clause (2) above, or if the Company corrects the event during the cure period as described in clause (3) above, or the Grantee does not terminate employment as described in clause (4) above, then the event shall not constitute Good Reason. (e) Retirement. Notwithstanding any provision hereof to the contrary, if the Grantee’s employment with the Company or its successor is terminated due to Retirement after the date of a Change in Control but prior to the Vesting Date, the Grantee will vest in the number of Performance Units determined by multiplying (i) the number of Performance Units and (ii) a fraction, the numerator of which is the number of days that elapsed between the first day of the Performance Period and the date of the Grantee’s termination of employment due to Retirement and the denominator of which is the total number of days in the original Performance Period without taking into account any shorter deemed Performance Period under Section 5(a). The Final Value of the Performance Units for purposes of this Section 5(e) will be determined in accordance with Section 5(a) and the aggregate Final Value of the Performance Units determined under this Section 5(e) will be paid to the Grantee in a lump sum cash payment within 30 days following the Grantee’s termination date (subject to Section 6(b), if applicable). Notwithstanding Section 2(b), if a Change in Control occurs after the Grantee’s 4 Retirement but before the Vesting Date, then the determination of Performance Units under this Section 5(e), and not Section 2(a), shall apply for purposes of determining the Final Value of Performance Units. (f) Death and Disability. Notwithstanding any provision in this Award to the contrary, if the Grantee’s employment with the Company and its Subsidiaries terminates due to death or Disability after the date of a Change in Control but prior to the Vesting Date, then, as of the Grantee’s termination date, the Grantee will vest in the Performance Units with a Final Value determined in accordance with Section 5(a) and will be paid in a cash lump sum cash payment to the Grantee within 30 days following the Grantee’s termination date (subject to Section 6(b), if applicable). At the time of payment the Grantee will receive an additional amount in cash interest on such cash amount for the period beginning on the date of the Change in Control and ending on the Grantee’s termination date based on the interest rate.
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Change in Control. The provisions of this Section 17 shall be effective as to Awards granted on or after May 19, 2017. Awards granted prior to May 19, 2017 shall continue to be subject to the provisions of this Section 17 as in effect immediately prior to that date. (a) Upon any Change in Control event in which the Company does not survive, or does not survive as a public company in respect of its Common Stock, then the Committee may make provision for a cash payment in settlement of, or for the termination, assu
...mption, substitution or exchange of any or all outstanding Awards or the cash, securities or property deliverable to the holder of any or all outstanding Awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Common Stock upon or in respect of such event. Upon the occurrence of any event described in the preceding sentence in connection with which the Committee has made provision for the Award to be terminated (and the Committee has not made a provision for the substitution, assumption, exchange or other continuation or settlement of the Award) then, unless otherwise provided in the applicable Award Agreement, (i) all Stock Options or Stock Appreciation Rights then outstanding shall become fully exercisable as of the Change in Control, whether or not then exercisable, (ii) all restrictions and conditions of all Restricted Stock Awards then 23 outstanding shall lapse as of the Change in Control, (iii) all restrictions and conditions of all Restricted Stock Units then outstanding shall lapse and such Restricted Stock Units shall become payable as of the Change in Control, (iv) each other Award that is granted under this Plan shall become payable to the holder of such Award as of the Change in Control. Notwithstanding the foregoing, an Award shall not be accelerated and/or become payable pursuant to this Section 17 to the extent that such acceleration and/or payment shall cause the holder of such Award to be subjected to additional tax under Section 409A of the Code with respect to such Award and, in such circumstances as to any Award, the consideration to be paid with respect to the Award (which, for clarity, may be adjusted as provided above) shall be payable at the same time as the Award would have otherwise become payable in accordance with its terms without giving effect to any change in the time or manner of payment because of the Change in Control (subject to any termination or acceleration that may be permitted, without resulting in any tax under, Section 409A of the Code). (b) The Committee may provide for the accelerated vesting of an Award, as and to the extent determined by the Committee, in connection with any Change in Control or other circumstances. (c) For purposes of this Section 17, an Award shall be deemed to have been “assumed” if (without limiting other circumstances in which an Award is assumed) the Award continues after an event referred to above in Section 17(a), and/or is assumed and continued by the surviving entity following such event (the “Surviving Entity”) (including, without limitation, an entity that, as a result of such event, owns the Company or all or substantially all of the Company’s assets directly or through one or more subsidiaries (a “Parent”)), and confers the right to purchase or receive, as applicable and subject to vesting and the other terms and conditions of the Award, for each share of Common Stock subject to the Award immediately prior to the event, the consideration (whether cash, shares, or other securities or property) received in the event by the shareholders of the Company for each share of Common Stock sold or exchanged in such event (or the consideration received by a majority of the shareholders participating in such event if the shareholders were offered a choice of consideration); provided, however, that if the consideration offered for a share of Common Stock in the event is not solely the ordinary common stock of a successor corporation or a Parent, the Committee may provide for the consideration to be received upon exercise or payment of the Award, for each share subject to the award, to be solely ordinary common stock of the successor corporation or a Parent equal in fair market value to the per share consideration received by the shareholders participating in the event. (d) The Committee may adopt such valuation methodologies for outstanding Awards as it deems reasonable in the event of a cash or property settlement and, in the case of Stock Options, Stock Appreciation Rights or similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the Award. In the case of a Stock Option or Stock Appreciation Right or similar right as to which the per share amount payable upon or in respect of such event is less than or 24 equal to the exercise or base price of the Award, the Committee may terminate such award in connection with an event referred to in Section 17(a) without any payment in respect of such Award. (e) In any of the events referred to in Section 17(a), the Committee may take such action contemplated by this Section 17 immediately prior to such event (as opposed to on the occurrence of such event) to the extent that the Committee deems the action necessary to permit the participant to realize the benefits intended to be conveyed with respect to the underlying shares and, in such circumstances, will reinstate the original terms of the Award if an event giving rise to an acceleration and/or termination does not occur. (g) The Committee may override the provisions of this Section 17 by express provision in the Award Agreement and may accord any Eligible Individual a right to refuse any acceleration, whether pursuant to the Award agreement or otherwise, in such circumstances as the Committee may approve. The portion of any Incentive Stock Option accelerated in connection with an event referred to in this Section 17 (or such other circumstances as may trigger accelerated vesting of the Award) shall remain exercisable as an Incentive Stock Option only to the extent the applicable $100,000 limitation on Incentive Stock Options is not exceeded (with the balance of such Stock Option then a Nonqualified Stock Option).
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Change in Control. The provisions of this Section 17 shall be effective as to Awards granted on or after May 19, 2017. Awards granted prior to May 19, 2017 shall continue to be subject to the provisions of this Section 17 as in effect immediately prior to that date. (a) Upon any Change in Control event in which the Company does not survive, or does not survive as a public company in respect of its Common Stock, then the Committee may make provision for a cash payment in settlement of, or for the termination, assum
...ption, substitution or exchange of any or all outstanding Awards or the cash, securities or property deliverable to the holder of any or all outstanding Awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Common Stock upon or in respect of such event. Upon the occurrence of any event described in the preceding sentence in connection with which the Committee has made provision for the Award to be terminated (and the Committee has not made a provision for the substitution, assumption, exchange or other continuation or settlement of the Award) then, unless otherwise provided in the applicable Award Agreement, (i) all Stock Options or Stock Appreciation Rights then outstanding shall become fully exercisable as of the Change in Control, whether or not then exercisable, (ii) all restrictions and conditions of all Restricted Stock Awards then 23 outstanding shall lapse as of the Change in Control, (iii) all restrictions and conditions of all Restricted Stock Units then outstanding shall lapse and such Restricted Stock Units shall become payable as of the Change in Control, (iv) each other Award that is granted under this Plan shall become payable to the holder of such Award as of the Change in Control. Notwithstanding the foregoing, an Award shall not be accelerated and/or become payable pursuant to this Section 17 to the extent that such acceleration and/or payment shall cause the holder of such Award to be subjected to additional tax under Section 409A of the Code with respect to such Award and, in such circumstances as to any Award, the consideration to be paid with respect to the Award (which, for clarity, may be adjusted as provided above) shall be payable at the same time as the Award would have otherwise become payable in accordance with its terms without giving effect to any change in the time or manner of payment because of the Change in Control (subject to any termination or acceleration that may be permitted, without resulting in any tax under, Section 409A of the Code). (b) The Committee may provide for the accelerated vesting of an Award, as and to the extent determined by the Committee, in connection with any Change in Control or other circumstances. (c) For purposes of this Section 17, an Award shall be deemed to have been “assumed” if (without limiting other circumstances in which an Award is assumed) the Award continues after an event referred to above in Section 17(a), and/or is assumed and continued by the surviving entity following such event (the “Surviving Entity”) (including, without limitation, an entity that, as a result of such event, owns the Company or all or substantially all of the Company’s assets directly or through one or more subsidiaries (a “Parent”)), and confers the right to purchase or receive, as applicable and subject to vesting and the other terms and conditions of the Award, for each share of Common Stock subject to the Award immediately prior to the event, the consideration (whether cash, shares, or other securities or property) received in the event by the shareholders of the Company for each share of Common Stock sold or exchanged in such event (or the consideration received by a majority of the shareholders participating in such event if the shareholders were offered a choice of consideration); provided, however, that if the consideration offered for a share of Common Stock in the event is not solely the ordinary common stock of a successor corporation or a Parent, the Committee may provide for the consideration to be received upon exercise or payment of the Award, for each share subject to the award, to be solely ordinary common stock of the successor corporation or a Parent equal in fair market value to the per share consideration received by the shareholders participating in the event. (d) The Committee may adopt such valuation methodologies for outstanding Awards as it deems reasonable in the event of a cash or property settlement and, in the case of Stock Options, Stock Appreciation Rights or similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the Award. In the case of a Stock Option or Stock Appreciation Right or similar right as to which the per share amount payable upon or in respect of such event is less than or 24 equal to the exercise or base price of the Award, the Committee may terminate such award in connection with an event referred to in Section 17(a) without any payment in respect of such Award. (e) In any of the events referred to in Section 17(a), the Committee may take such action contemplated by this Section 17 immediately prior to such event (as opposed to on the occurrence of such event) to the extent that the Committee deems the action necessary to permit the participant to realize the benefits intended to be conveyed with respect to the underlying shares and, in such circumstances, will reinstate the original terms of the Award if an event giving rise to an acceleration and/or termination does not occur. (g) (f) The Committee may override the provisions of this Section 17 by express provision in the Award Agreement and may accord any Eligible Individual a right to refuse any acceleration, whether pursuant to the Award agreement or otherwise, in such circumstances as the Committee may approve. The portion of any Incentive Stock Option accelerated in connection with an event referred to in this Section 17 (or such other circumstances as may trigger accelerated vesting of the Award) shall remain exercisable as an Incentive Stock Option only to the extent the applicable $100,000 limitation on Incentive Stock Options is not exceeded (with the balance of such Stock Option then a Nonqualified Stock Option).
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Change in Control. In the event of a change in the capital structure of the Company, which is a corporation merger, consolidation, plan of exchange, combination, or other purchase of the Company’s stock or assets (a “Change in Control”), the acquiring corporation may, without the consent of the Non-Employee Director, assume the Company’s rights and obligations under outstanding RSUs and adjust such awards to reflect the acquiring corporation’s stock. In the event that the acquiring corporation elects not to assume
... outstanding RSUs in connection with a Change in Control, or if the acquiring corporation is not a “publicly held corporation” within the meaning of Section 162(m) of the Code, the RSUs will vest and be settled by the Company through the issuance of shares of Stock immediately prior to the effective date of the Change in Control.
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Change in Control. In the event of a change in the capital structure of the Company, which is a corporation merger, consolidation, plan of exchange, combination, or other purchase of the Company’s stock or assets (a “Change in Control”), the acquiring corporation may, without the consent of the
Non-Employee Director, Employee, assume the Company’s rights and obligations under outstanding RSUs and adjust such awards to reflect the acquiring corporation’s stock. In the event that the acquiring corporation elects not
... to assume outstanding RSUs in connection with a Change in Control, or if the acquiring corporation is not a “publicly held corporation” within the meaning of Section 162(m) of the Code, the RSUs will vest and be settled by the Company through the issuance of shares of Stock immediately prior to the effective date of the Change in Control.
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Change in Control. Notwithstanding Section 3 of the Agreement, in the event of a corporate transaction or a Change in Control as set forth in Section 2.11 of the Plan, adjustments to the terms and conditions of the RSUs or underlying Shares may be made only in accordance with the Plan and the Agreement, in which cases the RSUs may no longer qualify for specific French personal income tax and social security treatment.
Change in Control. Notwithstanding Section 3 of the Agreement, in the event of a corporate transaction or a Change in Control as set forth in Section 2.11 of the Plan, adjustments to the terms and conditions of the RSUs or underlying Shares may be made only in accordance with the Plan and the Agreement, in which cases the RSUs may no longer qualify for specific French personal income tax and social security treatment.
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Change in Control. In the event of a Change in Control (as defined in the Plan), any portion of the Option that has not vested shall immediately vest and shall be exercisable until the termination of this Agreement pursuant to Section 6 hereof.
Change in Control. In the event of a Change in Control (as defined in the Plan), any portion of the Option that has not vested shall immediately vest and shall be exercisable until the termination of this Agreement pursuant to Section 6 hereof.
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Change in Control. In the event of a Change in Control, each Outside Director will fully vest in his or her outstanding Company equity awards that were granted to him or her while an Outside Director, as of immediately prior to the Change in Control, including any Option Award and RSU Award, provided that the Outside Director continues to be an Outside Director through the date of such Change in Control.5. Annual Compensation Limit. No Outside Director may be granted, in any Fiscal Year, Awards with values (based
...on their grant date fair value determined in accordance with U.S. GAAP) and be provided any other compensation (including without limitation any cash retainers or fees) in amounts that, in any Fiscal Year, in the aggregate, exceed $750,000, provided that such amount is increased to $1,000,000 in the Fiscal Year of his or her initial service as an Outside Director. Any Awards or other compensation provided to an individual (a) for his or her services as an Employee, or for his or her services as a Consultant other than as an Outside Director, or (b) prior to the Registration Date, will be excluded for purposes of this Section 5.6. Travel Expenses. Each Outside Director’s reasonable, customary and properly documented travel expenses to meetings of the Board and any of its committees, as applicable, will be reimbursed by the Company.7. Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Policy, will adjust the number and class of shares of stock that may be delivered pursuant to Option Awards and RSU Awards and/or the number, class, and price of shares of stock covered by each outstanding Option Award and RSU Award.
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Change in Control. In the event of a Change in Control, each Outside Director will fully vest in his or her outstanding Company equity awards that were granted to him or her while an Outside Director, as of immediately prior to the Change in Control, including any
Option Award and RSU Policy Award, provided that the Outside Director continues to be an Outside Director through the date of such Change in
Control.5. Annual Control.6.Annual Compensation Limit.
No Consistent with the Plan, no Outside Director may be gr
...anted, in any Fiscal Year, Awards with values (based equity awards (including any Awards), the value of which will be based on their grant date fair value determined in accordance with U.S. GAAP) generally accepted accounting principles, and be provided any other compensation (including without limitation any cash retainers or fees) in amounts that, in any Fiscal Year, in the aggregate, exceed $750,000, $500,000, provided that such amount is increased to $1,000,000 $800,000 in the Fiscal Year of his or her initial service as an Outside Director. Any Awards or other compensation provided to an individual (a) for his or her services as an Employee, or for his or her services as a Consultant 4 other than as an Outside Director, or (b) prior to the Registration Closing Date, will be excluded for purposes of this Section 5.6. Travel Expenses. Each 6.7.Expenses. The Company will reimburse each Outside Director’s reasonable, customary and properly documented travel expenses to incurred in connection with meetings of the Board and any of its committees, as applicable, will be reimbursed by and other activities undertaken at the Company.7. Adjustments. request of the Company.8.Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Policy, will adjust the number and class of shares of stock that may be delivered pursuant to Option Awards and RSU Policy Awards and/or the number, class, and price of shares of stock covered by each outstanding Option Award and RSU Policy Award.
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Change in Control. If, within 12 months of a Change in Control, your Service with the Company and its Affiliates is involuntarily terminated without Cause, or is voluntarily terminated by you for Good Reason (as defined below), and this Award (or a replacement therefor as contemplated by Section 12(b)(1) of the Plan) remains outstanding at the time of such termination, then any unvested portion of the Units (or replacement thereof) shall immediately become vested. For purposes of this Section 5, “Good Reason” mean
...s any one or more of the following that occur without your prior written consent: (a) a material reduction in your base compensation, other than a reduction that is part of and proportionally consistent with a broad-based reduction in base compensation applicable to Company employees generally; (b) a material diminution in your authority, duties or responsibilities; (c) a material diminution in the authorities, duties or responsibilities of the supervisor to whom you are required to report, including a requirement that you report to a corporate officer or employee rather than to the Board or a committee thereof; (d) a material diminution in the budget over which you retain authority; (e) a change in the location of the Company facility or office where you are based to a location more than 50 miles from the Company facility or office where you were based immediately prior to the Change in Control; or (f) a material breach by the Company of any terms or conditions of this Agreement or any other agreement between you and the Company, which breach has not been cured by the Company within 15 days after written notice thereof to the Company from you. In addition to the foregoing, a termination shall be deemed to be for Good Reason only if you notify the Company within 60 days after the later of the occurrence of the event giving rise to Good Reason or your learning of such event, specifically describing such event, and the Company shall have failed to remedy the condition giving rise to such notice within 30 days after such notice has been given. 3 6. Withholding Taxes. The Company shall have the right to (i) withhold from any cash payment under the Plan or any other compensation owed to the Participant an amount sufficient to cover any required withholding taxes in connection with the vesting and settlement of Units subject to this Award, and (ii) require the Participant or other person receiving Shares under this Award to pay a cash amount sufficient to cover any required withholding taxes before actual receipt of those Shares. In lieu of all or any part of a cash payment from the Participant as provided above, the Committee may permit the Participant to cover all or any part of the required withholdings (up to the Participant’s minimum required tax withholding rate or such other rate that will not trigger a negative accounting impact) through a reduction in the number of Shares delivered or a delivery or tender to the Company of Shares held by the Participant, in each case valued in the same manner as used in computing the withholding taxes under applicable laws.
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Change in Control. If, within 12 months of a Change in Control, your Service with the Company and its Affiliates is involuntarily terminated without Cause, or is voluntarily terminated by you for Good Reason (as defined below), and this Award (or a replacement therefor as contemplated by Section 12(b)(1) of the Plan) remains outstanding at the time of such termination, then any unvested portion of the Units (or replacement thereof) shall immediately become vested. For purposes of this Section 5, “Good Reason” mean
...s any one or more of the following that occur without your prior written consent: (a) a material reduction in your base compensation, other than a reduction that is part of and proportionally consistent with a broad-based reduction in base compensation applicable to Company employees generally; (b) a material diminution in your authority, duties or responsibilities; (c) a material diminution in the authorities, duties or responsibilities of the supervisor to whom you are required to report, including a requirement that you report to a corporate officer or employee rather than to the Board or a committee thereof; (d) a material diminution in the budget over which you retain authority; (e) a change in the location of the Company facility or office where you are based to a location more than 50 miles from the Company facility or office where you were based immediately prior to the Change in Control; or (f) a material breach by the Company of any terms or conditions of this Agreement or any other agreement between you and the Company, which breach has not been cured by the Company within 15 days after written notice thereof to the Company from you. In addition to the foregoing, a termination shall be deemed to be for Good Reason only if you notify the Company within 60 days after the later of the occurrence of the event giving rise to Good Reason or your learning of such event, specifically describing such event, and the Company shall have failed to remedy the condition giving rise to such notice within 30 days after such notice has been given. 3 6. Withholding Taxes. The In accepting this Award you agree to indemnify the Company and keep it so indemnified to the extent that it (or, if different your employer at the date a tax charge arises) is required to account for any income tax and/or employee’s National Insurance contributions (or similar social security contributions arising in the U.K. or elsewhere) arising in relation to the issue or transfer to you of Shares pursuant to this Agreement (“Employee’s Tax Liabilities”). For the purposes of such indemnity (but without prejudice to the right of the Company to enforce the indemnity in any other way) you agree that the Company (or if different your employer) shall have the right to (i) withhold from any cash payment under the Plan or any other compensation owed to the Participant you an amount sufficient to cover all or part of any required withholding taxes in connection with the vesting and settlement of Units subject to this Award, and Employee’s Tax Liabilities, and/or (ii) require the Participant you or other person receiving Shares under this Award to pay a cash amount sufficient to cover all or part of any required withholding taxes Employee’s Tax Liabilities before actual receipt of those Shares. In lieu of all or any part of a cash payment from the Participant you as provided above, the Committee may permit the Participant you to cover all or any part of the required withholdings (up to the Participant’s minimum required tax withholding rate or such other rate that will not trigger a negative accounting impact) any Employee’s Tax Liabilities through a reduction in sale of Shares to which you are beneficially entitled on vesting of the Units subject to this Award and for this purpose you appoint such relevant person as the Company may direct as your bare trustee and agent for the purposes of providing the Company with sufficient funds to recover all or part of any Employee’s Tax Liabilities by receiving on trust or retaining on trust (as the case may be) (out of the total number of Shares delivered or to which you are beneficially entitled) the legal title to and selling such number of Shares as, in the reasonable opinion of the Company, is required to realise (after any tax and costs payable on such sale) a delivery or tender cash amount equivalent to the Employee’s Tax Liabilities and to pay the amount realised to the Company of Shares held by (or as the Participant, in each case valued in the same manner as used in computing the withholding taxes under applicable laws. Company’s may direct, your employer).
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Change in Control. 6.1 Acceleration of Vesting. In the event of a Change in Control (as defined by the Employment Agreement), notwithstanding any provision of the Plan or this Agreement to the contrary, the Award shall become immediately vested with respect to 100% of the shares subject to the Award. To the extent practicable, such acceleration of vesting shall occur in a manner and at a time which allows the Executive the ability to participate in the Change in Control with respect to the shares of Common Stoc
...k received. 6.2 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 Executive, cancel the Award and pay to the Executive the value of the Award based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the Change in Control event.
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Change in Control. 6.1 Acceleration of Vesting. In the event of a Change in Control (as defined by the Employment Agreement), notwithstanding any provision of the Plan or this Agreement to the contrary, the Award shall become immediately vested with respect to 100% of the shares subject to the Award. To the extent practicable, such acceleration of vesting shall occur in a manner and at a time which allows the Executive the ability to participate in the Change in Control with respect to the shares of Common Stock r
...eceived. 6.2 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 Executive, cancel the Award and pay to the Executive the value of the Award based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the Change in Control event.
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Change in Control. In connection with any Change in Control, the surviving corporation or acquiring corporation may assume the Option or substitute similar options for the Option (including options to acquire the consideration that would have been received by the Optionholder had he or she exercised the Option immediately prior to the consummation of such Change in Control transaction). If such surviving corporation or acquiring corporation does not assume the Option or substitute similar options for the Option, t
...hen (a) if the Optionholder’s Continuous Service has not terminated prior to the effective time of the Change in Control, the vesting of the Option shall be accelerated in full and the Option may be exercised in connection with the Change in Control transaction and (b) the Option, if not exercised prior to or in connection with the Change in Control transaction, shall terminate.
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Change in Control. In connection with any Change in Control, the surviving corporation or acquiring corporation may assume the Option or substitute similar options for the Option (including options to acquire the consideration that would have been received by the Optionholder had he or she exercised the Option immediately prior to the consummation of such Change in Control transaction). If such surviving corporation or acquiring corporation does not assume the Option or substitute similar options for the Option, t
...hen (a) if the Optionholder’s Continuous Service has not terminated prior to the effective time of the Change in Control, the vesting of the Option shall be accelerated in full and the Option may be exercised in connection with the Change in Control transaction and (b) the Option, if not exercised prior to or in connection with the Change in Control transaction, shall terminate.
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Change in Control. (a) For purposes of this Option Agreement, unless otherwise defined in an agreement between the Company and the Optionee, a Change in Control shall be deemed to have occurred if: (i) a tender offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding voting securities of the Company, unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving or resulting c
...orporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to the commencement of such offer), any employee benefit plan of the Company or a Related Corporation, and their affiliates; (ii) the Company shall be merged or consolidated with another corporation, unless as a result of such merger or consolidation more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or a Related Corporation, and their affiliates; (iii) the Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company, unless as a result of such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or a Related Corporation and their affiliates; or (iv) a Person (as defined in the Plan) shall acquire 50% or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to the first acquisition of such securities by such person), any employee benefit plan of the Company or a Related Corporation, and their affiliates. (b) If, at any time, the Company shall effect a Change in Control transaction, then, on the date of the occurrence of such Change in Control transaction, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the “Acquiring Corporation”), may either assume the Company’s rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiring Corporation’s stock. In the event the Acquiring Corporation elects not to assume the Company’s rights and obligations under the Option or substitute for the Option in connection with the Change in Control, and provided that the Optionee’s Service has not terminated prior to such date, the Option shall immediately vest. Any vesting of the Option that was permissible solely by reason of this Section 7(b) shall be conditioned upon the consummation of the Change in Control. (c) Notwithstanding the foregoing, if Change in Control is defined in an agreement between the Company and the Optionee, then, with respect to such Optionee and the Option, Change in Control shall have the meaning ascribed to it in such agreement.
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Change in Control. (a) For purposes of this Option Agreement, unless otherwise defined in an agreement between the Company and the Optionee, a Change in Control shall be deemed to have occurred if: (i) a tender offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding voting securities of the Company, unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the a
...ggregate by the stockholders of the Company (as of the time immediately prior to the commencement of such offer), any employee benefit plan of the Company or a Related Corporation, its subsidiaries, and their affiliates; (ii) the Company shall be merged or consolidated with another corporation, unless as a result of such merger or consolidation more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or a Related Corporation, its subsidiaries, and their affiliates; (iii) the Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company, unless as a result of such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or a Related Corporation its subsidiaries and their affiliates; or (iv) a Person person (as defined in the Plan) below) shall acquire 50% or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to the first acquisition of such securities by such person), any employee benefit plan of the Company or a Related Corporation, its subsidiaries, and their affiliates. (b) If, at any time, the Company shall effect a Change in Control transaction, then, on the date of the occurrence of such Change in Control transaction, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the “Acquiring Corporation”), may either assume the Company’s rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiring Corporation’s stock. In the event the Acquiring Corporation elects not to assume the Company’s rights and obligations under the Option or substitute for the Option in connection with the Change in Control, and provided that the Optionee’s Service has not terminated prior to such date, the Option shall immediately vest. Any vesting of the Option that was permissible solely by reason of this Section 7(b) shall be conditioned upon the consummation of the Change in Control. (c) Notwithstanding the foregoing, if Change in Control is defined in an agreement between the Company and the Optionee, then, with respect to such Optionee and the Option, Change in Control shall have the meaning ascribed to it in such agreement.
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