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. If at any time on or after a Change in Control occurs the Participant’s employment with all Employers is terminated by an Employer for any reason other than Cause, death or Disability, then, the Participant shall be entitled to receive for the Bonus Period that includes the date of the Participant’s termination of employment the Bonus Award that would result based on actual business results for the entire Bonus Period taking into account the Corporate Performance Objectives achieved during the B...onus Period, calculated on the same basis as other similarly-situated Participants, and assuming for each Management Participant an Individual Bonus based on an Individual Performance Factor of no less than one hundred percent (100%), or such greater or lesser percent if established prior to the Change in Control, except that the Bonus Award for that Bonus Period shall be based solely upon the Participant’s Compensation for that Bonus Period through the time of termination of employment; provided, however, that Participant shall only be entitled to receive such Bonus Award for the Bonus Period that includes the date of the Participant’s termination of employment if the Participant’s termination of employment occurs after the first calendar quarter of the Bonus Period and prior to payment of the Bonus Award for the Bonus Period in which the Participant’s employment is so terminated. Each Participant described above also shall be entitled to receive any Bonus Award payable for any Bonus Period that ended before the termination of the Participant’s employment on the same basis as the Bonus Award for the Bonus Period that includes the date of the Participant’s termination of employment. Such Bonus Awards shall be paid at the normal time of the bonus payout as if the Participant had remained employed but in no event later than the 15th day of the third month following the end of the Bonus Period. If at any time on or after a Change in Control occurs the Participant’s employment with all Employers is terminated by an Employer for any reason other than Cause, death or Disability, the Participant shall not be entitled to receive a Bonus Award for the Bonus Period that includes the date of the Participant’s termination of employment if the Participant’s termination of employment occurs during the first calendar quarter of the Bonus Period. View More Arrow
Change in Control. If at any time on or after a Change in Control occurs the Participant’s employment with all Employers is terminated by an Employer for any reason other than Cause, death or Disability, then, the Participant shall be entitled to receive for the Bonus Period that includes the date of the Participant’s termination of employment the Bonus Award that would result based on actual business results for the entire Bonus Period taking into account the Corporate Performance Objectives achieved during the B...onus Period, calculated on the same basis as other similarly-situated Participants, and assuming for each Management Participant an Individual a Discretionary Bonus based on an Individual Performance Factor of no less than one hundred percent (100%), the Participant’s Target Potential Discretionary Bonus, or such greater or lesser percent if established prior to the Change in Control, except that the Bonus Award for that Bonus Period shall be based solely upon the Participant’s Compensation for that Bonus Period through the time of termination of employment; provided, however, that Participant shall only be entitled to receive such Bonus Award for the Bonus Period that includes the date of the Participant’s termination of employment if the Participant’s termination of employment occurs after the first calendar quarter of the Bonus Period and prior to payment of the Bonus Award for the Bonus Period in which the Participant’s employment is so terminated. Each Participant described above also shall be entitled to receive any Bonus Award payable for any Bonus Period that ended before the termination of the Participant’s employment on the same basis as the Bonus Award for the Bonus Period that includes the date of the Participant’s termination of employment. Such Bonus Awards shall be paid at the normal time of the bonus payout as if the Participant had remained employed but in no event later than the 15th day of the third month following the end of the Bonus Period. If at any time on or after a Change in Control occurs the Participant’s employment with all Employers is terminated by an Employer for any reason other than Cause, death or Disability, the Participant shall not be entitled to receive a Bonus Award for the Bonus Period that includes the date of the Participant’s termination of employment if the Participant’s termination of employment occurs during the first calendar quarter of the Bonus Period. View More Arrow
View Variation Arrow
Change in Control. Notwithstanding anything herein to the contrary, in the event of a Change in Control, the Award(s) specified in the Notice of Grant shall be dealt with as provided in Article 17 of the Plan. If the vesting of an Award is subject, in whole or in part, to the satisfaction of a performance condition, that Award shall be subject to Section 17(c) of the Plan and applicable performance conditions shall be deemed to have been satisfied as if target performance had been achieved in connection with the C...hange in Control. View More Arrow
Change in Control. Notwithstanding anything herein to the contrary, in the event of a Change in Control, the Award(s) specified in the Notice of Grant shall be dealt with as provided in Article 17 of the Plan. If the vesting of an Award is subject, in whole or in part, to the satisfaction of a performance condition, that Award shall be subject to Section 17(c) of the Plan and applicable performance conditions shall be deemed to have been satisfied as if target performance had been achieved in connection with the C...hange in Control. View More Arrow
View Variation Arrow
Change in Control. Notwithstanding any provision of the Plan to the contrary, in the event of a Change in Control (as defined in the Equity Incentive Plan), (i) each Participant’s Stock Award, to the extent outstanding as of the date of the Change in Control, shall be treated in the manner set forth in Section 13(c) of the Equity Incentive Plan, as in effect on the Effective Date of the Plan, and (ii) each Participant’s Cash Award, to the extent not paid as of the date of the Change in Control, shall be treated in... a manner equivalent to the treatment of the Participant’s Stock Award upon the Change in Control, as determined by the Committee in its sole discretion. View More Arrow
Change in Control. Notwithstanding any provision of the Plan to the contrary, in the event of a Change in Control (as defined in the Equity Incentive Plan), (i) each Participant’s Stock Award, if any, to the extent outstanding as of the date of the Change in Control, shall be treated in the manner set forth in Section 13(c) of the Equity Incentive Plan, as in effect on the Effective Date of the Plan, and (ii) each Participant’s Cash Award, to the extent not paid as of the date of the Change in Control, shall be tr...eated in a manner equivalent to the treatment of the Participant’s Stock Award upon the Change in Control, as determined by the Committee in its sole discretion. Plan. View More Arrow
View Variation Arrow
Change in Control. (a) The Restricted Stock Units shall become vested immediately prior to a Change in Control if the Restricted Stock Units would not otherwise be continued, converted, assumed, or replaced by the Company or a successor entity thereto in connection with such Change in Control. (b) If the Participant’s employment with the Company and its Affiliates (or a successor) is terminated by the Company (or a successor) without Cause during the two-year period following a Change in Control, 100% of the... Restricted Stock Units shall become vested. * * * 3THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT AWARD NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT, AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT AWARD NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT, AND THE PLAN.Summit Materials, Inc. Participant1________________________________ ________________________________By:Title:1 To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute Participant’s signature hereof. RESTRICTED STOCK UNIT AGREEMENTUNDER THESUMMIT MATERIALS, Inc. 2015 OMNIBUS INCENTIVE PLANPursuant to the Restricted Stock Unit Award Notice (the “Award Notice”) delivered to Participant (as defined in the Award Notice), and subject to the terms of this Restricted Stock Unit Agreement and the Summit Materials, Inc. 2015 Omnibus Incentive Plan (the “Plan”), Summit Materials, Inc. (the “Company”) and Participant agree as follows. View More Arrow
Change in Control. (a) The Restricted Stock Units shall become vested immediately prior to In the event of a Change in Control Control:(a) The Performance Factor shall be calculated as if the Restricted date of the Change in Control is the last day of the Performance Period. Your Final Performance Share Units will be equal to the number of Performance Stock Units (at target) times the calculated Performance Factor. (b) Within 15 days following the Change in Control, your Final Performance Stock Units will be paid ...in the form of Common Stock or common stock of any successor corporation; provided that the Corporation may elect to pay an amount of cash equal to the value of the Common Stock that would not otherwise be continued, converted, assumed, or replaced by issued. The value shall be equal to the Company or a successor entity thereto in connection with such number of shares of Common Stock that would be issued times the Fair Market Value of the Common Stock at the time of the Change in Control. (b) If You will not be deemed a stockholder of the Participant’s employment Corporation with respect to any of the Performance Stock Units. The Performance Stock Units may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of prior to payment. You may make a written election to satisfy this withholding requirement, in whole or in part, by having the Corporation withhold shares having a Fair Market Value on the date the tax is to be determined equal to the minimum marginal total tax which could be imposed on the transaction.8. Transfer Restrictions After Issuance.Under applicable securities laws, you may not be able to sell any shares for a period of time after issuance, and you must comply with the Company Corporation’s Insider Trading Restrictions and Policies. The Corporation’s counsel should be consulted on your ability to sell your shares under the 1934 Act. Section 409A Compliance.This Award is intended to comply with the requirements of Section 409A, and shall be interpreted and administered in accordance with that intent. If any provision of the Plan or this Agreement would otherwise conflict with or frustrate this intent, the Committee may adopt such amendments to the Plan and the Agreement as the Committee deems necessary. To accept this grant, logon to your E*TRADE account (www.etrade.com). By accepting this grant online you acknowledge and accept this grant and the terms and conditions. You also acknowledge receipt of this Performance Stock Unit Agreement, a copy of the 2016 Omnibus Incentive Plan, and a copy of the Insider Trading Restrictions and Policies. If this grant is not accepted online within thirty (30) days from the grant date of this Agreement, this Award will be deemed refused and may be withdrawn. PLEXUS CORP.By:/s/_____________________ Table 1Determination of Performance Factor The Performance Factor shall be determined according to the following table:Relative TSR PayoutPercentile Rank* Performance FactorBelow 25 0%25 50%30 60%40 80%50 100%60 140%70 180%75 and above 200% *TSR shall be based on the percentage increase/decrease from the Initial Price to the Final Price, and shall reflect the reinvestment of dividends paid (if any) to Common Shareholders during the Measurement Period. Payouts for performance between the percentages listed above will be interpolated. For purposes of the foregoing calculation: 1. “Total Shareholder Return” mean the quotient (expressed as a percentage) obtained by dividing (i)(A) the Final Price, plus (B) the aggregate amount of dividends paid in respect of a share of Common Stock during the Measurement Period (assuming reinvestment of the dividends), minus (C) the Initial Price, by (ii) the Initial Price. The calculation of Total Shareholder Return shall be adjusted to reflect stock splits, recapitalizations and similar events. PLEXUS CORP. PERFORMANCE STOCK UNIT AGREEMENT(ECONOMIC RETURN)TO:«FIRST_NAME» «LAST_NAME»DATE:«DATE»In order to provide additional incentive through stock ownership for certain officers and key employees of Plexus Corp. (the “Corporation”) and its Affiliates (or subsidiaries, you (the “Grantee”) are hereby granted a successor) performance stock unit award (“Award”) effective as of ________________, 20___ (the “Grant Date”). This Award is terminated by the Company (or a successor) without Cause during the two-year period following a Change in Control, 100% of the Restricted Stock Units shall become vested. * * * 3THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT AWARD NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT, AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT AWARD NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT, AND THE PLAN.Summit Materials, Inc. Participant1________________________________ ________________________________By:Title:1 To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute Participant’s signature hereof. RESTRICTED STOCK UNIT AGREEMENTUNDER THESUMMIT MATERIALS, Inc. 2015 OMNIBUS INCENTIVE PLANPursuant to the Restricted Stock Unit Award Notice (the “Award Notice”) delivered to Participant (as defined in the Award Notice), and subject to the terms of and conditions set forth in this Restricted Stock Unit Agreement and in the Summit Materials, Inc. 2015 Plexus Corp. 2016 Omnibus Incentive Plan (the “Plan”), Summit Materials, Inc. (the “Company”) the terms of which are incorporated herein by reference. The Performance Stock Units granted under this Agreement are units that will be reflected in a book account maintained by the Corporation until they become earned or have been forfeited. The number of Performance Stock Units at target is as follows:Number of Performance Stock Units (at target): ______________________2. Performance Terms. (a) The terms of this Section 2 will apply to your Performance Stock Units except in so far as Section 3 ("Treatment Upon Termination") or Section 5 ("Change in Control") apply. (b) The Performance Period for your Performance Stock Units will be the three-year period commencing ________________, 20___ and Participant agree as follows. ending ________________, 20___. Following the conclusion of the Performance Period, the Committee shall certify in writing the number of Performance Stock Units which are payable (your “Final Performance Stock Units”). The Committee will calculate your Final Performance Stock Units by multiplying your Performance Stock Units (at target) by the “Performance Factor.” The Performance Factor means a percentage (from zero to 200%) which is based on the Corporation’s Economic Return during the Performance Period, determined according to Table 1 of this Agreement. (c) All determinations made by the Committee shall be binding and conclusive on all parties. View More Arrow
View Variation Arrow
Change in Control. The provisions of Article 9 of the TransEnterix Plan shall apply to the Restricted Stock Units under this Agreement.
Change in Control. The provisions of Article 9 of the TransEnterix Plan shall apply to the Restricted Stock Units under this Agreement.
View Variation Arrow
Change in Control. In the event a Change in Control occurs during the Performance Period, the Participant’s outstanding PSUs, if any, shall become earned based on the greater of (i) the per-Share transaction price payable to the Company’s shareholders in connection with such Change in Control transaction, including the value of any contingent consideration payable to the Company’s shareholders in connection with such Change in Control transaction (e.g., milestone or earn-out payments, or amounts subject to an escr...ow), as reasonably determined by the Committee, and (ii) the Closing Price on the trading day immediately preceding the date of the Change in Control, irrespective of whether either such price constitutes the average Closing Price over a consecutive twenty trading day period. Any PSUs that become earned pursuant to the immediately preceding sentence shall become vested on the date of the Change in Control, and any remaining PSUs shall be forfeited by the Participant as of such date. View More Arrow
Change in Control. In the event a Change in Control occurs during the Performance Period, the Participant’s outstanding PSUs, if any, shall become earned based on the greater of (i) the per-Share transaction price payable to the Company’s shareholders in connection with such Change in Control transaction, including the value of any contingent consideration payable to the Company’s shareholders in connection with such Change in Control transaction (e.g., milestone or earn-out payments, or amounts subject to an escr...ow), as reasonably determined by the Committee, and (ii) the Closing Price on the trading day immediately preceding the date of the Change in Control, irrespective of whether either such price constitutes the average Closing Price over a consecutive twenty trading day period. Any PSUs that become earned pursuant to the immediately preceding sentence shall become vested on the date of the Change in Control, and any remaining PSUs shall be forfeited by the Participant as of such date. View More Arrow
View Variation Arrow
Change in Control. (a) EFFECT. In its sole discretion, the Committee may determine that, upon the occurrence of a Change in Control (as defined below), all or a portion of each outstanding Award shall become exercisable in full (if applicable, and whether or not then exercisable) upon the Change of Control or at such other date or dates that the Committee may determine, and that any forfeiture and vesting restrictions thereon shall lapse on such date or dates. In its sole discretion, the Committee may also deter...mine that, upon the occurrence of a Change in Control, each outstanding Stock Option and Stock Appreciation Right shall terminate within a specified number of days after notice to the Participant thereunder, and each such Participant shall receive, with respect to each share of Common Stock subject to such Stock Option or Stock Appreciation Right, an amount equal to the excess of the Fair Market Value of such shares immediately prior to such Change in Control over the exercise price per share of such Stock Option or Stock Appreciation Right; such amount shall be payable in cash, in one or more kinds of property (including the property, if any, payable in the transaction) or a combination thereof, as the Committee shall determine in its sole discretion. (b) DEFINED. For purposes of this Plan, a Change in Control shall be deemed to have occurred if: (1) 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; (2) the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company, any employee benefit plan of the Company or its subsidiaries, and their affiliates; (3) the Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company; or (4) a Person (as defined below) shall acquire 50% or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record). For purposes of this Section 12(b), ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. Also for purposes of this Subsection 12(b), Person shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however, a Person shall not include (1) the Company or any of its subsidiaries; (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries; (3) an underwriter temporarily holding securities pursuant to an offering of such securities; or (4) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportion as their ownership of stock of the Company. View More Arrow
Change in Control. (a) EFFECT. In its sole discretion, the Committee may determine that, upon the occurrence of a Change in Control (as defined below), all or a portion of each outstanding Award shall become exercisable in full (if applicable, and whether or not then exercisable) upon the Change of Control or at such other date or dates that the Committee may determine, and that any forfeiture and vesting restrictions thereon shall lapse on such date or dates. In its sole discretion, the Committee may also determi...ne that, upon the occurrence of a Change in Control, each outstanding Stock Option and Stock Appreciation Right shall terminate within a specified number of days after notice to the Participant thereunder, and each such Participant shall receive, with respect to each share of Common Stock subject to such Stock Option or Stock Appreciation Right, an amount equal to the excess of the Fair Market Value of such shares immediately prior to such Change in Control over the exercise price per share of such Stock Option or Stock Appreciation Right; such amount shall be payable in cash, in one or more kinds of property (including the property, if any, payable in the transaction) or a combination thereof, as the Committee shall determine in its sole discretion. (b) DEFINED. For purposes of this Plan, a Change in Control shall be deemed to have occurred if: (1) 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; (2) the Company shall be merged or consolidated with another corporation and as a result of such merger or consolidation less than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company, any employee benefit plan of the Company or its subsidiaries, and their affiliates; (3) the Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company; or (4) a Person (as defined below) shall acquire 50% or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record). For purposes of this Section 12(b), ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. Also for purposes of this Subsection 12(b), Person shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; however, a Person shall not include (1) the Company or any of its subsidiaries; (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries; (3) an underwriter temporarily holding securities pursuant to an offering of such securities; or (4) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportion as their ownership of stock of the Company. View More Arrow
View Variation Arrow
Change in Control. Upon a Change in Control, any portion of the then outstanding and unvested Option Right shall immediately vest effective as of immediately prior to such Change in Control.
Change in Control. Upon a Change in Control, any portion of the then outstanding and unvested Option Right shall immediately vest effective as of immediately prior to such Change in Control.
View Variation Arrow
Change in Control. Notwithstanding the foregoing upon a Change of Control, the Option shall automatically become fully vested and exercisable as of the date of such Change of Control.
Change in Control. Notwithstanding the foregoing upon a Change of Control, the Option shall automatically become fully vested and exercisable as of the date of such Change of Control.
View Variation Arrow
Change in Control. (a) If a Change in Control (as defined in the Plan) occurs and this award is substituted, assumed or otherwise continued as part of the Change in Control transaction, then vesting shall continue as set forth in Section 2 above; provided, however, that upon a Qualifying Termination following the Change in Control, any then-unvested and outstanding RSUs shall become one hundred percent (100%) vested as of the date of such Qualifying Termination. (b) If a Change in Control occurs and t...his award is not substituted, assumed or otherwise continued as part of the Change in Control transaction, all unvested and outstanding RSUs shall become one hundred percent (100%) vested immediately prior to the Change in Control transaction. View More Arrow
Change in Control. (a) If a Change in Control (as defined in the Plan) occurs and this award is substituted, assumed or otherwise continued as part of the Change in Control transaction, then vesting shall continue as set forth in Section 2 above; provided, however, that upon a Qualifying Termination following the Change in Control, any then-unvested and outstanding RSUs shall become one hundred percent (100%) vested as of the date of such Qualifying Termination. (b) If a Change in Control occurs and this award is ...not substituted, assumed or otherwise continued as part of the Change in Control transaction, all unvested and outstanding RSUs shall become one hundred percent (100%) vested immediately prior to the Change in Control transaction. View More Arrow
View Variation Arrow