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. In the event of a Change in Control, all of the Participant’s RSUs that have not been forfeited prior to such Change in Control will be [fully (100%) vested] [subject to the Change in Control provisions set forth in Section 15 of the Plan].
Change in Control. In the event of a Change in Control, all of the Participant’s RSUs that have not been forfeited prior to such Change in Control will be [fully (100%) vested] [subject to the Change in Control provisions set forth in Section 15 of the Plan].
View Variation
Change in Control. This Award shall earlier vest immediately with respect to 100% of the Target PSUs in the event that, after the date hereof, a Change in Control of the Company shall have occurred and at the time of the change in Control or within the period of 18 months (or such other period as provided by your employment agreement, if any, in effect at the time of the Change in Control) following occurrence of the Change in Control, your service with the Company shall be terminated by the Company without Cause
...(as defined below) or by you with Good Reason (as defined below), provided that your service with the Company has not previously terminated after the date hereof for any other reason. For purposes of this Award, the terms “Change in Control,” “Cause” and “Good Reason” shall have the same meanings as provided in any employment agreement between the Company and you in effect at the time of the Change in Control (including any terms of substantially comparable significance in any such employment agreement even if not of identical wording) or, if no such employment agreement is in effect at such time or no such meanings are provided in such employment agreement, shall have the meanings ascribed thereto below: (1) A “Change in Control” of the Company shall mean the first to occur after the date hereof of any of the following events: a. any “person,” as such term is used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), becomes a “beneficial owner,” as such term is used in Rule 13d-3 promulgated under the Exchange Act, of 50% or more of the Voting Stock (as defined below) of the Company; b. the majority of the Board of Directors of the Company consists of individuals other than “Continuing Directors,” which shall mean the members of the Board on the date hereof; c. the Board of Directors of the Company adopts and, if required by law or the certificate of incorporation of the Corporation, the shareholders approve the dissolution of the Company or a plan of liquidation or comparable plan providing for the disposition of all or substantially all of the Company’s assets; d. all or substantially all of the assets of the Company are disposed of pursuant to a merger, consolidation, share exchange, reorganization or other transaction unless the shareholders of the Company immediately prior to such merger, consolidation, share exchange, reorganization or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they previously owned the Voting 2 Stock or other ownership interests of the Company, a majority of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to the business of the Company; or e. the Company merges or combines with another company and, immediately after the merger or combination, the shareholders of the Company immediately prior to the merger or combination own, directly or indirectly, 50% or less of the Voting Stock of the successor company, provided that in making such determination there shall being excluded from the number of shares of Voting Stock held by such shareholders, but not from the Voting Stock of the successor company, any shares owned by Affiliates of such other company who were not also Affiliates of the Company prior to such merger or combination. (2) “Cause” shall mean: a. Grantee is convicted of (or pleads guilty or nolo contendere to) a felony or a crime involving moral turpitude; b. Grantee’s commission of an act of fraud or dishonesty involving his or her duties on behalf of the Company; c. Grantee’s willful failure or refusal to faithfully and diligently perform duties lawfully assigned to Grantee as an officer or employee of the Company or other willful breach of any material term of any employment agreement at the time in effect between the Company and Grantee; or d. Grantee’s willful failure or refusal to abide by the Company’s policies, rules, procedures or directives, including any material violation of the Company’s Code of Ethics. (3) “Good Reason” shall mean: a. a material reduction in Grantee’s salary in effect at the time of a Change in Control, unless such reduction is comparable in degree to the reduction that takes place for all other employees of the Company of comparable rank (for which purpose any person who is an executive officer of the Company (as determined for purposes of the Exchange Act shall be considered of comparable rank) or a material reduction in Grantee’s target bonus opportunity for the year in which or any year after the year in which the Change of Control occurs from Grantee’s target bonus opportunity for the year in which the Change in Control occurs (if any) as established under any employment agreement Grantee has with the Company or any bonus plan of the Company applicable to Grantee (or, if no such target bonus opportunity has yet been established for Grantee under a bonus plan applicable to Grantee for the year in which the Change of Control has occurred, the target bonus opportunity so established for Grantee for the immediately preceding year (if any)). For purposes of this provision, an action or actions of the Company will be deemed "material" if, individually or in the aggregate, the action or actions result(s) or potentially result(s) in a reduction in compensation in the current year or a future year having a present value to Grantee of at least one and one half percent (1.5%) of Grantee’s then current base salary, provided that Grantee will have a legal right to claim damages for a breach of contract for any action by the Company or event having an effect described under those paragraphs that does not meet this objective materiality test, and actions may be material in a given case at levels less than the specified level. b. a material diminution in Grantee’s position, duties or responsibilities as in effect at the time of a Change in Control or the assignment to Grantee of duties which are 3 materially inconsistent with such position, duties and authority, unless in either case such change is made with the consent of the Grantee; or c. the relocation by more than 50 miles of the offices of the Company which constitute at the time of the Change in Control Grantee’s principal location for the performance of his or her services to the Company; provided that, in each such case, Grantee provides notice to the Company within 90 days that such event or condition constituting Good Reason has arisen, and such event or condition continues uncured for a period of more than 30 days after Grantee gives notice thereof to the Company, and Grantee terminates Service within eighteen months after such event or condition has arisen. For purposes of the foregoing definitions, (A) “the Company” shall include any entity that succeeds to all or substantially all of the business of the Company, (B) “Affiliate” of a person or other entity shall mean a person or other entity that directly or indirectly controls, is controlled by, or is under common control with the person or other entity specified, and (C) “Voting Stock” shall mean any capital stock of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors of a corporation and reference to a percentage of Voting Stock shall refer to such percentage of the votes that all such Voting Stock is entitled to cast.
View More
Change in Control. This Award shall earlier vest immediately with respect to 100% of the Target PSUs in the
event even that, after the date hereof, a Change in Control of the Company shall have occurred and at the time of the change in Control or within the period of 18 months (or such other period as provided by your employment agreement, if any, in effect at the time of the Change in Control) following occurrence of the Change in Control, your service with the Company shall be terminated by the Company without C
...ause (as defined below) or by you with Good Reason (as defined below), provided that your service with the Company has not previously terminated after the date hereof for any other reason. For purposes of this Award, the terms “Change in Control,” “Cause” and “Good Reason” shall have the same meanings as provided in any employment agreement between the Company and you in effect at the time of the Change in Control (including any terms of substantially comparable significance in any such employment agreement even if not of identical wording) or, if no such employment agreement is in effect at such time or no such meanings are provided in such employment agreement, shall have the meanings ascribed thereto below: (1) A “Change in Control” of the Company shall mean the first to occur after the date hereof of any of the following events: a. any “person,” as such term is used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), becomes a “beneficial owner,” as such term is used in Rule 13d-3 promulgated under the Exchange Act, of 50% or more of the Voting Stock (as defined below) of the Company; b. the majority of the Board of Directors of the Company consists of individuals other than “Continuing Directors,” which shall mean the members of the Board on the date hereof; c. the Board of Directors of the Company adopts and, if required by law or the certificate of incorporation of the Corporation, the shareholders approve the dissolution of the Company or a plan of liquidation or comparable plan providing for the disposition of all or substantially all of the Company’s assets; d. all or substantially all of the assets of the Company are disposed of pursuant to a merger, consolidation, share exchange, reorganization or other transaction unless the shareholders of the Company immediately prior to such merger, consolidation, share exchange, reorganization or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they previously owned the Voting 2 Stock or other ownership interests of the Company, a majority of the Voting Stock or other 10.4-2 ownership interests of the entity or entities, if any, that succeed to the business of the Company; or e. the Company merges or combines with another company and, immediately after the merger or combination, the shareholders of the Company immediately prior to the merger or combination own, directly or indirectly, 50% or less of the Voting Stock of the successor company, provided that in making such determination there shall being excluded from the number of shares of Voting Stock held by such shareholders, but not from the Voting Stock of the successor company, any shares owned by Affiliates of such other company who were not also Affiliates of the Company prior to such merger or combination. (2) “Cause” shall mean: a. Grantee is convicted of (or pleads guilty or nolo contendere to) a felony or a crime involving moral turpitude; b. Grantee’s commission of an act of fraud or dishonesty involving his or her duties on behalf of the Company; c. Grantee’s willful failure or refusal to faithfully and diligently perform duties lawfully assigned to Grantee as an officer or employee of the Company or other willful breach of any material term of any employment agreement at the time in effect between the Company and Grantee; or d. Grantee’s willful failure or refusal to abide by the Company’s policies, rules, procedures or directives, including any material violation of the Company’s Code of Ethics. (3) “Good Reason” shall mean: a. a material reduction in Grantee’s salary in effect at the time of a Change in Control, unless such reduction is comparable in degree to the reduction that takes place for all other employees of the Company of comparable rank (for which purpose any person who is an executive officer of the Company (as determined for purposes of the Exchange Act shall be considered of comparable rank) or a material reduction in Grantee’s target bonus opportunity for the year in which or any year after the year in which the Change of Control occurs from Grantee’s target bonus opportunity for the year in which the Change in Control occurs (if any) as established under any employment agreement Grantee has with the Company or any bonus plan of the Company applicable to Grantee (or, if no such target bonus opportunity has yet been established for Grantee under a bonus plan applicable to Grantee for the year in which the Change of Control has occurred, the target bonus opportunity so established for Grantee for the immediately preceding year (if any)). For purposes of this provision, an action or actions of the Company will be deemed "material" “material” if, individually or in the aggregate, the action or actions result(s) or potentially result(s) in a reduction in compensation in the current year or a future year having a present value to Grantee of at least one and one half percent (1.5%) of Grantee’s then current base salary, provided that Grantee will have a legal right to claim damages for a breach of contract for any action by the Company or event having an effect described under those paragraphs that does not meet this objective materiality test, and actions may be material in a given case at levels less than the specified level. b. a material diminution in Grantee’s position, duties or responsibilities as in effect at the time of a Change in Control or the assignment to Grantee of duties which are 3 materially inconsistent with such position, duties and authority, unless in either case such change is made with the consent of the Grantee; or 10.4-3 c. the relocation by more than 50 miles of the offices of the Company which constitute at the time of the Change in Control Grantee’s principal location for the performance of his or her services to the Company; provided that, in each such case, Grantee provides notice to the Company within 90 days that such event or condition constituting Good Reason has arisen, and such event or condition continues uncured for a period of more than 30 days after Grantee gives notice thereof to the Company, and Grantee terminates Service within eighteen months after such event or condition has arisen. For purposes of the foregoing definitions, (A) “the Company” shall include any entity that succeeds to all or substantially all of the business of the Company, (B) “Affiliate” of a person or other entity shall mean a person or other entity that directly or indirectly controls, is controlled by, or is under common control with the person or other entity specified, and (C) “Voting Stock” shall mean any capital stock of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors of a corporation and reference to a percentage of Voting Stock shall refer to such percentage of the votes that all such Voting Stock is entitled to cast.
View More
View Variation
Change in Control. The Company agrees that if there is a Change in Control, as defined below, of the Company (other than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such Change in Control), then (a) any determination with respect to an Indemnitee’s eligibility to receive payment of Expenses under this Agreement shall be made by the members of the Board who were directors immediately prior to such Change in Control and (b) with respect to all other
...matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and payments of Expenses under this Agreement, the Company shall seek legal advice only from special, independent counsel selected by the Indemnitee with the consent of the Company (which consent shall not be unreasonably withheld), and who has not otherwise performed services for the Company within the last five years (other than in such capacity and in connection with such matters). Such counsel, among other things, shall render a written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under this Agreement and 5 applicable law. The Company agrees to be bound by such written opinion of the special, independent counsel, to pay the reasonable fees of such counsel and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or counsel’s engagement pursuant hereto. A “Change in Control” for purposes of this Agreement shall be deemed to have occurred upon the earliest to happen of the following: a. The acquisition, in one or more transactions, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) by any person or entity or any group of persons or entities who constitute a group (within the meaning of Rule 13d-3 of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a subsidiary, of any securities of the Company if, as a result of such acquisition, such person, entity or group either (i) beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, more than 50% of the Company’s outstanding voting securities entitled to vote on a regular basis for a majority of the members of the Board or (ii) otherwise has the ability to elect, directly or indirectly, a majority of the members of the Board; b. A change in the composition of the Board such that a majority of the members of the Board are not Continuing Directors. A “Continuing Director” means, as of any date of determination, any member of the Board who (i) was a member of the Board on the date of this Agreement, or (ii) was nominated and elected to such Board with the affirmative vote of a majority of the Continuing Directors who were members of the Board at the time of such nomination or election; or c. The shareholders of the Company approve (i) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (ii) a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one or more transactions) of all or substantially all of the Company’s assets.
View More
Change in Control. The Company agrees that if there is a Change in Control, as defined below, of the Company (other than a Change in Control which has been approved by a majority of the Board who were directors immediately prior to such Change in Control), then (a) any determination with respect to an Indemnitee’s eligibility to receive payment of Expenses under this Agreement shall be made by the members of the Board who were directors immediately prior to such Change in Control and (b) with respect to all other
...matters thereafter arising concerning the rights of the Indemnitee to indemnity payments and payments of Expenses under this Agreement, the Company shall seek legal advice only from special, independent counsel selected by the Indemnitee with the consent of the Company (which consent shall not be unreasonably withheld), and who has not otherwise performed services for the Company within the last five years (other than in such capacity and in connection with such matters). Such counsel, among other things, shall render a written opinion to the Company and the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under this Agreement and 5 applicable law. The Company agrees to be bound by such written opinion of the special, independent counsel, to pay the reasonable fees of such counsel and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or counsel’s engagement pursuant hereto. A “Change in Control” for purposes of this Agreement shall be deemed to have occurred upon the earliest to happen of the following: a. The acquisition, in one or more transactions, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) by any person or entity or any group of persons or entities who constitute a group (within the meaning of Rule 13d-3 of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a subsidiary, of any securities of the Company if, as a result of such acquisition, such person, entity or group either (i) beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, more than 50% of the Company’s outstanding voting securities entitled to vote on a regular basis for a majority of the members of the Board or (ii) otherwise has the ability to elect, directly or indirectly, a majority of the members of the Board; b. A change in the composition of the Board such that a majority of the members of the Board are not Continuing Directors. A “Continuing Director” means, as of any date of determination, any member of the Board who (i) was a member of the Board on the date of this Agreement, or (ii) was nominated and elected to such Board with the affirmative vote of a majority of the Continuing Directors who were members of the Board at the time of such nomination or election; or c. The shareholders of the Company approve (i) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (ii) a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one or more transactions) of all or substantially all of the Company’s assets.
View More
View Variation
Change in Control. In the event of a Change in Control (as defined in the Plan), the lapsing of the Vesting Period applicable to the Shares subject to the Stock Bonus held by a Participant whose Service is not terminated prior to such date shall be accelerated effective as of the date of the Change in Control. Any acceleration of the lapsing of the Vesting Period shall be conditioned upon the consummation of the Change in Control.
Change in Control. In the event of a Change in Control (as defined in the Plan), the lapsing of the Vesting Period applicable to the Shares subject to the Stock Bonus held by a Participant whose Service is not terminated prior to such date shall be accelerated effective as of the date of the Change in Control. Any acceleration of the lapsing of the Vesting Period shall be conditioned upon the consummation of the Change in Control.
View Variation
Change in Control. (i) No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company, as set forth below. For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company is then subject to such reporting requirement;
...provided that, without limitation, such a Change in Control shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as determined for purpose of Regulation 13D‐G under the Exchange Act as currently in effect), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities; or (B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director, whose election to the Board or nomination for election to the Board by the Company's stockholders was approved by a vote of at least two‐thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board; or (C) the Company consummates a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding immediately thereafter securities representing more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (D) the Company consummates a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. 1 Commencement Date, or if existing employee date of agreement 2 Current year, or if signed after June 30, subsequent year 2 (ii) You agree that, subject to the terms and conditions of this Agreement, in the event of a potential change in control of the Company occurring after the date hereof, you will not voluntarily terminate your employment with the Company and its subsidiaries for a period of six (6) months from the occurrence of such potential change in control of the Company. If more than one potential change in control occurs during the term of this Agreement, the provisions of the preceding sentence shall be applicable to each potential change in control occurring prior to the occurrence of a Change in Control. For purposes of this Agreement, a "potential change in control of the Company" shall be deemed to have occurred if (A) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (B) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; (C) any person becomes the beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or more of the combined voting power of the Company's then outstanding securities; or (D) the Board adopts a resolution to the effect that, for purposes of this Agreement, a potential change in control of the Company has occurred.
View More
Change in Control. (i) No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company, as set forth below. For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company is then subject to such reporting requirement; p
...rovided that, without limitation, such a Change in Control shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as determined for purpose of Regulation 13D‐G under the Exchange Act as currently in effect), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities; or (B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director, whose election to the Board or nomination for election to the Board by the Company's stockholders was approved by a vote of at least two‐thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board; or (C) the Company consummates a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding immediately thereafter securities representing more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (D) the Company consummates a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets. 1 Commencement Date, or if existing employee date of agreement 2 Current year, or if signed after June 30, subsequent year 2 (ii) You agree that, subject to the terms and conditions of this Agreement, in the event of a potential change in control of the Company occurring after the date hereof, you will not voluntarily terminate your employment with the Company and its subsidiaries for a period of six (6) months from the occurrence of such potential change in control of the Company. If more than one potential change in control occurs during the term of this Agreement, the provisions of the preceding sentence shall be applicable to each potential change in control occurring prior to the occurrence of a Change in Control. For purposes of this Agreement, a "potential change in control of the Company" shall be deemed to have occurred if (A) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (B) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; (C) any person becomes the beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or more of the combined voting power of the Company's then outstanding securities; or (D) the Board adopts a resolution to the effect that, for purposes of this Agreement, a potential change in control of the Company has occurred.
View More
View Variation
Change in Control. In the event of a Change in Control, the entity surviving such Change in Control or the ultimate parent thereof (referred to herein as the “Surviving Entity”) may assume, convert or replace this Award with an award of at least equal value and terms and conditions not less favorable than the terms and conditions provided in this Agreement, in which case the new award will vest according to the terms of the applicable award agreement. If the Surviving Entity does not assume, convert or replace thi
...s Award, the Units will vest on the date of the Change in Control, as described below. If the Surviving Entity does assume, convert or replace this Award, then in the event the Employee’s Termination (a) occurs within the time period beginning six months immediately before a Change in Control and ending two years immediately following such Change in Control, and (b) was initiated by the Company (or the Surviving Entity) for a reason other than Cause or was initiated by the Employee for Good Reason, the Units will vest on the later of the date of the Change in Control and the date of the Employee’s Termination (referred to herein as the “Applicable Vesting Date”). The extent to which the Units vest, and the number of Shares to be delivered as a result, will be determined as follows: (i) For any Performance Period that has begun but has not been completed as of the Applicable Vesting Date, the number of Shares to be delivered with respect to the applicable Award tranche will be determined based on the greatest of: (A) performance through the date of the Change in Control measured against the Performance Vesting Requirements set forth in the Schedule using the most recent earnings information released before or on the date of the Change in Control; (B) performance through the date of the Termination measured against the Performance Vesting Requirements set forth in the Schedule using the most recent earnings information released before or on the date of the Termination; and (C) the target vesting level for the applicable Award tranche. 7 (ii) For any Performance Period that has not yet begun as of the Applicable Vesting Date, the number of Shares to be delivered will be determined using the target vesting level for the applicable Award tranche(s). The provisions of this Section 5 supersede Section 13(a)(iii), (iv) and (v) of the Plan.
View More
Change in Control. In the event of a Change in Control, the entity surviving such Change in Control or the ultimate parent thereof (referred to herein as the “Surviving Entity”) may assume, convert or replace this Award with an award of at least equal value and terms and conditions not less favorable than the terms and conditions provided in this Agreement, in which case the new award will vest according to the terms of the applicable award agreement. If the Surviving Entity does not assume, convert or replace thi
...s Award, the Units Restrictions will vest lapse on the date of the Change in Control, as described below. If the Surviving Entity does assume, convert or replace this Award, then in the event the Employee’s Termination (a) occurs within the time period beginning six months immediately before a Change in Control and ending two years immediately following such Change in Control, and (b) was initiated by the Company (or the Surviving Entity) for a reason other than Cause or was initiated by the Employee for Good Reason, the Units Restrictions will vest lapse on the later of the date of the Change in Control and the date of the Employee’s Termination (referred to herein as the “Applicable Vesting Lapse Date”). The extent to which the Units vest, Restrictions lapse, and the number of Shares to be delivered as a result, will be determined as follows: (i) For any Performance Period that has begun but has not been completed as of the Applicable Vesting Lapse Date, the number of Shares to be delivered with respect to the applicable Award tranche will be determined based on the greatest of: (A) performance through the date of the Change in Control measured against the Performance Vesting Requirements set forth in the Schedule using the most recent earnings information released before or on the date of the Change in Control; (B) performance through the date of the Termination measured against the Performance Vesting Requirements set forth in the Schedule using the most recent earnings information released before or on the date of the Termination; and (C) the target vesting level for the applicable Award tranche. 7 (ii) For any Performance Period that has not yet begun as of the Applicable Vesting Lapse Date, the number of Shares to be delivered will be determined using the target vesting level for the applicable Award tranche(s). The provisions of this Section 5 supersede Section 13(a)(iii), (iv) and (v) of the Plan. 7 6. Effect of Certain Bad Acts. Any Units not previously settled will be cancelled and forfeited immediately if the Employee engages in activity that constitutes Cause, as determined in the sole opinion and discretion of the Committee or its delegate, whether or not the Employee experiences a Termination or remains employed with the Company or a Subsidiary.
View More
View Variation
Change in Control. Notwithstanding the terms of the Plan, a Change in Control will not be deemed to occur unless and until the Board takes action to confirm that an event or transaction that is described as a Change in Control under the Plan has resulted in an actual change in control of the Company, as determined by the Board in its sole discretion. If the Board deems a Change in Control Event to have occurred, the Participant’s right to exercise this Option will be determined by the Committee in accordance with
...terms of the Plan.
View More
Change in Control. Notwithstanding the terms of the Plan, a Change in Control will not be deemed to occur unless and until the Board takes action to confirm that an event or transaction that is described as a Change in Control under the Plan has resulted in an actual change in control of the Company, as determined by the Board in its sole discretion. If the Board deems a Change in Control Event to have occurred, the Participant’s
right rights to exercise this Option will be determined by the Committee in accordanc
...e with terms of the Plan.
View More
View Variation
Change in Control. In the event of a Change in Control and provided that as of such Change in Control the Optionee has been continuously employed by the Company since the Date of Grant, vesting of the Option shall accelerate and the Option shall be immediately and fully vested and exercisable with respect to all Option Shares. Alternatively, the Committee may cancel the Option and pay Optionee in cash or stock the in-the-money value (if any) of the portion of the Option that vests by operation of the previous sent
...ence based upon the price-per-share to be received by other holders of Common Stock in the Change in Control. -2- 9. Authority of the Committee. The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.
View More
Change in Control. In the event of a Change in Control and provided that as of such Change in Control the Optionee has been
continuously employed by in continuous service with the Company since the Date of Grant, vesting of the Option shall accelerate and the Option shall be immediately and fully vested and exercisable with respect to all Option Shares. Alternatively, the Committee may cancel the Option and pay Optionee in cash or stock the in-the-money value (if any) of the portion of the Option that vests by ope
...ration of the previous sentence based upon the price-per-share to be received by other holders of Common Stock in the Change in Control. -2- 9. Authority of the Committee. The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.
View More
View Variation
Change in Control. In the event of a Change in Control and provided that as of such Change in Control Grantee has been continuously employed by the Company since the Date of Grant, vesting of the RSUs shall accelerate and the RSUs shall become fully vested.
Change in Control. In the event of a Change in Control and provided that as of such Change in Control Grantee has been
continuously employed by in continuous service with the Company since the Date of Grant, vesting of the RSUs shall accelerate and the RSUs shall become fully vested.
View Variation
Change in Control. If a Change in Control occurs while this Option remains outstanding, then one of the following shall occur: (a) If, pending the Change in Control, the Committee determines that this Option will not continue following the Change in Control or that the successor entity (or its Parent) will not assume or replace this Option with a comparable equity-based award covering shares of the successor entity (or its Parent) that preserves the intrinsic value of the Option existing at the time of the Chan
...ge in Control and is subject to substantially similar terms and conditions as the Option, then one of the following shall occur: (1) The Committee may elect, in its sole discretion, to cancel this Option and to pay to the Optionee an amount in cash equal to the difference between the Fair Market Value immediately prior to the Change in Control of the Option Shares still subject to the Option, and the aggregate exercise price of those Shares; or (2) If the Committee does not make the election described above, the Option shall become fully exercisable ten days prior to the scheduled occurrence of the Change in Control and shall remain exercisable for a period of ten days. Any exercise of this Option during such ten-day period shall be conditioned upon the occurrence of the Change in Control and shall be effective immediately prior to the Change in Control. Upon the occurrence of the Change in Control, this Option shall expire. The Committee shall provide advance notice of this temporary period of exercisability to the Optionee. If the Change in Control does not occur, the Option shall continue according to its original terms. (b) If, in connection with the Change in Control, Paragraph 8(a) is not applicable and this Option is continued, assumed or replaced in the manner described in Paragraph 8(a), and if within one year after that Change in Control the Optionee’s employment with the Company and all of its Subsidiaries (or with any successor entity) is terminated by the employer for reasons other than Cause, [or is terminated by the Optionee for Good Reason (as defined in Paragraph 8(c)),] then this Option will immediately vest and become exercisable in full and remain exercisable for one year after such termination of employment. (c) [For purposes of this Notice, “Good Reason” means any of the following conditions arising without the consent of Optionee, provided that Optionee has first given written notice to the Company of the existence of the condition within 90 days of its first occurrence, and the Company has failed to remedy the condition within 30 days thereafter: (1) a material diminution in the Optionee’s base salary; (2) a material diminution in the Optionee’s authority, duties, or responsibilities; (3) relocation of Optionee’s principal office more than 50 miles from its current location; or (4) any other action or inaction that constitutes a material breach by the Company of any terms or conditions of any agreement between the Company and the Optionee, which breach has not been caused by Optionee.]
View More
Change in Control. If a Change in Control occurs while this Option remains outstanding, then one of the following shall occur: (a) If, pending the Change in Control, the Committee determines that this Option will not continue following the Change in Control or that the successor entity (or its Parent) will not assume or replace this Option with a comparable equity-based award covering shares of the successor entity (or its Parent) that preserves the intrinsic value of the Option existing at the time of the Change
...in Control and is subject to substantially similar terms and conditions as the Option, then one of the following shall occur: (1) The Committee may elect, in its sole discretion, to cancel this Option and to pay to the Optionee an amount in cash equal to the difference between the Fair Market Value immediately prior to the Change in Control of the Option Shares still subject to the Option, and the aggregate exercise price of those Shares; or (2) If the Committee does not make the election described above, the Option shall become fully exercisable ten days prior to the scheduled occurrence of the Change in Control and shall remain exercisable for a period of ten days. Any exercise of this Option during such ten-day period shall be conditioned upon the occurrence of the Change in Control and shall be effective immediately prior to the Change in Control. Upon the occurrence of the Change in Control, this Option shall expire. The Committee shall provide advance notice of this temporary period of exercisability to the Optionee. If the Change in Control does not occur, the Option shall continue according to its original terms. (b) If, in connection with the Change in Control, Paragraph 8(a) is not applicable and this Option is continued, assumed or replaced in the manner described in Paragraph 8(a), and if within one year after that Change in Control the Optionee’s employment with the Company and all of its Subsidiaries (or with any successor entity) is terminated by the employer for reasons other than Cause, [or is terminated by the Optionee for Good Reason (as defined in Paragraph 8(c)),] then this Option will immediately vest and become exercisable in full and remain exercisable for one year after such termination of employment. (c) [For purposes of this Notice, “Good Reason” means any of the following conditions arising without the consent of Optionee, provided that Optionee has first given written notice to the Company of the existence of the condition within 90 days of its first occurrence, and the Company has failed to remedy the condition within 30 days thereafter: (1) a material diminution in the Optionee’s base salary; (2) a material diminution in the Optionee’s authority, duties, or responsibilities; (3) relocation of Optionee’s principal office more than 50 miles from its current location; or (4) any other action or inaction that constitutes a material breach by the Company of any terms or conditions of any agreement between the Company and the Optionee, which breach has not been caused by Optionee.] 9. General Provisions. (a) Employment. Neither this Notice nor the Option shall confer on Optionee any right with respect to continuance of employment by the Company or any of its Affiliates, nor interfere in any way with the right of the Company or any Affiliate to terminate such employment. Nothing in this Notice shall be construed as creating an employment contract for any specified term between Optionee and the Company or any Affiliate. (b) Securities Law Compliance. No Shares of Stock issuable pursuant to this Option shall be issued and delivered unless the issuance of the Shares complies with all applicable legal requirements, including compliance with the provisions of applicable state securities laws, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the requirements of the exchanges on which the Company’s Stock may, at the time, be listed. (c) Rights as a Shareholder. No person shall have any rights as a shareholder with respect to any Option Shares until the shares are actually issued to the person exercising the Option upon its exercise. (d) Changes in Capitalization. Pursuant and subject to Section 12 of the Plan, certain changes in the number of Shares or character of the Stock of the Company (through merger, consolidation, exchange, reorganization, divestiture (including a spin-off), liquidation, recapitalization, stock split, stock dividend or otherwise) shall result in equitable adjustments by the Committee to the number of Option Shares and/or the exercise price of this Option to avoid dilution or enlargement of Optionee’s rights hereunder. (e) Shares Reserved. The Company shall at all times during the term of this Option reserve and keep available such number of Shares of Stock as will be sufficient to satisfy the requirements of this Option. (f) 2012 Equity Incentive Plan. The Option evidenced by this Notice is granted pursuant to the Plan, a copy of which has been made available to the Optionee and is hereby incorporated into this Notice. This Notice is subject to and in all respects limited and conditioned as provided in the Plan. The Plan governs this Option, and in the event of any question as to the construction of this Notice or of a conflict between the Plan and this Notice, the Plan shall govern, except as the Plan otherwise provides. (g) 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 exercise of this Option, and (ii) require the Participant or other person exercising this Option to pay a cash amount sufficient to cover any required withholding taxes before actual receipt of Shares purchased in connection with such exercise. In lieu of all or any part of a cash payment from the Participant as provided above, the Committee may elect 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 to Participant, valued in the same manner as used in computing the withholding taxes under applicable laws. (h) Scope of Notice. This Notice and Option shall bind and inure to the benefit of the Company, its Affiliates and their successors and assigns, and shall bind and inure to the benefit of Optionee and any successor or successors of Optionee permitted herein. This Option is expressly subject to all terms and conditions contained in the Plan and in this Notice, and Optionee shall comply with all such terms and conditions. (i) Arbitration. Any dispute arising out of or relating to this Notice or the alleged breach of it, or the making of this Notice, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for at least 10 years. If the parties cannot agree on an arbitrator within 20 days, any party may request that the chief judge of the District Court of Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of this Notice, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with the provisions of this Notice. Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolved discovery disputes may be brought to the attention of the arbitrator who may dispose of such dispute. The arbitrator shall have the authority to award any remedy or relief that a court of the state of Minnesota could order or grant; provided, however, that punitive or exemplary damages shall not be awarded. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees, including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses and reasonable attorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County, Minnesota. (j) Choice of Law. This Notice is subject to the laws of the State of Minnesota and shall be construed and interpreted thereunder (without regard to its conflicts of laws principles). [Insert signature] Buffalo Wild Wings, Inc.[Insert name of officer][Insert title of officer] EX-10.2 3 a2016327ex10-2.htm EXHIBIT 10.2 Exhibit Exhibit 10.2NOTICE OF NON-QUALIFIED STOCK OPTION AWARDBUFFALO WILD WINGS, INC.2012 EQUITY INCENTIVE PLANName of Optionee: No. of Shares Covered:Grant Date:Exercise Price Per Share: __________Expiration Date:Exercise Schedule (Cumulative):Date(s) ofExercisabilityNo. of Shares as to WhichOption Becomes ExercisableThis is a Notice of a Non-Qualified Stock Option Award (the “Notice”) from Buffalo Wild Wings, Inc., a Minnesota corporation (the “Company”), to the optionee identified above (the “Optionee”) effective as of the Grant Date specified above.BackgroundA. The Company maintains the Buffalo Wild Wings, Inc. 2012 Equity Incentive Plan, as amended (the “Plan”).B. The Company’s Compensation Committee, as administrator of the Plan, has determined that the Optionee is eligible to receive an award under the Plan in the form of a non-qualified stock option.C. The Company hereby grants such an option to the Optionee under the terms and conditions that follow.Terms and Conditions* 1. Grant of Option. The Company hereby grants to the Optionee the option to purchase the number of Shares of Stock of the Company specified in the table at the beginning of this Notice on the terms and conditions set forth in this Notice and as otherwise provided in the Plan (the “Option”). The Shares of Stock purchasable upon exercise of the Option are hereinafter sometimes referred to as the “Option Shares.” 2. Exercise Price. During the term of this Option, the purchase price for each Option Share will be the Exercise Price specified in the table at the beginning of this Notice.3. Exercise Schedule. The Option will vest and become exercisable as to the number of Option Shares on the dates specified in the Exercise Schedule in the table at the beginning of this Notice. The Exercise Schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not expired, terminated or been cancelled, the Optionee (or the person entitled to exercise the Option as provided herein) may at any time, and from time to time, purchase all or any portion of the Option Shares then purchasable under the Exercise Schedule. The Option may also be exercised in full (notwithstanding the Exercise Schedule) under the circumstances described in Section 8 of this Notice if the Option has not expired prior thereto.4. Expiration. The Option will expire at 5:00 p.m. Central Time on the earliest of:(a) The Expiration Date specified in the table at the beginning of this Notice; (b) The expiration of the period after the termination of employment of the Optionee within which the Option can be exercised (as specified in Section 7 of this Notice);(c) Upon termination of the Optionee’s employment for Cause; or (d) The date (if any) the Option is cancelled pursuant to Paragraph 8(a) of this Notice.No one may exercise the Option, in whole or in part, after it has expired, notwithstanding any other provision of this Notice.5. Personal Exercise by Optionee. This Option shall, during the lifetime of the Optionee, be exercisable only by said Optionee (or his or her personal representative), and shall not be transferable by the Optionee, in whole or in part, other than by will or by the laws of descent and distribution.6. Manner of Exercise of Option. (a) Notice of Exercise. The Option may be exercised by delivering written or electronic notice of exercise, in a form prescribed by the Plan Administrator, to the Company’s Secretary at the principal executive office of the Company, or to the Company’s designated agent for receipt of such notice. The notice shall state the number of Option Shares to be purchased, and shall be signed (or authenticated if in electronic form) by the person exercising the Option. If the person exercising the Option is not the Optionee, he/she also must submit appropriate proof of his/her right to exercise the Option. (b) Tender of Payment. Upon giving notice of any exercise hereunder, the Optionee shall provide for payment of the purchase price of the Option Shares being purchased through one or a combination of the following methods:(1) Cash (including check, bank draft or money order);(2) To the extent permitted by law, through a broker-assisted cashless exercise in which the Optionee simultaneously exercises the Option and sells all or a portion of the Shares thereby acquired pursuant to a brokerage or similar relationship and uses the proceeds from such sale to pay the purchase price of such Shares;(3) By delivery to the Company of unencumbered Shares of Stock having an aggregate Fair Market Value on the date of exercise equal to the purchase price of the Option Shares being purchased; or(4) By authorizing the Company to retain, from the total number of Option Shares as to which the Option is being exercised, that number of Shares having a Fair Market Value on the date of exercise equal to the purchase price for the total number of Option Shares as to which the Option is being exercised.Notwithstanding the foregoing, the Optionee shall not be permitted to pay any portion of the purchase price with Shares of Stock, or by authorizing the Company to retain Option Shares upon exercise of the Option, if the Committee, in its sole discretion, determines that payment in such manner is undesirable. (c) Delivery of Certificates. As soon as practicable after the Company receives the notice of exercise and purchase price provided for above, it shall deliver to the person exercising the Option, in the name of such person, a certificate or certificates representing the Option Shares being purchased. The Company shall pay any original issue or transfer taxes with respect to the issue or transfer of the Shares and all fees and expenses incurred by it in connection therewith. All Shares so issued shall be fully paid and non-assessable.
View More
View Variation