Change in Control Contract Clauses (3,258)

Change in Control. The calculation of Total Shareholder Return shall be adjusted to reflect stock splits, recapitalizations and similar events. The constituents of the S&P 400 shall be determined as of the date of grant, excluding any companies which were not publicly traded on a major US stock exchange (e.g., NYSE, NASDAQ, or AMEX) during the entirety of the period of time defining the Initial Price (“S&P 400 Peers”).

Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control of the Company prior to the Participant’s termination of service, the Restricted Stock Units shall immediately become fully vested.

Change in Control. In the event of a Change in Control, the Performance Shares shall be converted into a number of time-based restricted stock units “RSUs”) equal to the Target Award and shall be assumed or substituted for by the successor company on substantially the same terms and conditions (which may include payment in equivalent shares of the common stock of the successor company) as set forth in this Agreement. The RSUs shall become fully vested on the last day of the Performance Period, pro...vided that the Grantee is then employed by the Company or a Subsidiary or Division. If within twenty-four (24) months following the Change in Control the Grantee’s employment is terminated by the Company or a Subsidiary or Division without Cause (as defined in Section 7(c)) or by the Grantee for Good Reason, all of such RSUs shall immediately become fully vested. In the event of a Change in Control, to the extent the successor company does not assume or substitute for the RSUs on substantially the same terms and conditions (which may include payment in equivalent shares of the common stock of the successor company) as set forth in this Agreement, all of such RSUs shall immediately become fully vested, provided the Grantee is then employed by the Company or a Subsidiary or Division as of the date of the consummation of the Change in Control. (b) Payment of RSUs. Payment of RSUs that vest pursuant to the first sub-paragraph of paragraph (a) of this Section 7 shall be made in Shares (or, if applicable, in equivalent shares of the common stock of the successor company) as soon as practicable following the earlier of (i) the last day of the Performance Period or (ii) the date of the termination of employment referred to in such paragraph. Payment of RSUs that vest pursuant to the second sub-paragraph of paragraph (a) of this Section 7 shall be made in Shares (or, if applicable, in equivalent shares of the common stock of the successor company), as soon as practicable following the date of the Change in Control. In no event shall payment under this Section 7(b) be made later than two and one-half (2-1/2) months after the applicable date. (c) Cause. For purposes of this Section 7, “Cause” shall mean (i) the Grantee’s willful misconduct or gross negligence in the performance of the Grantee’s duties to the Company and/or a Subsidiary or Division, as applicable, that has or could reasonably be expected to have an adverse effect on the Company and/or a Subsidiary or Division, as applicable; (ii) the Grantee’s willful and continued failure to perform the Grantee’s duties to the Company and/or a Subsidiary or Division, as applicable, or to follow the lawful directives of the Chief Executive Officer or Board of Directors (other than as a result of death or Disability); (iii) the Grantee’s commission of, conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving moral turpitude; or (iv) the Grantee’s performance of any material act of theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation of the Company’s or a Subsidiary’s or Division’s property. (d) Good Reason. For purposes of this Section 7, “Good Reason” shall mean (i) a material reduction of base salary; (ii) a material and adverse change to, or a material reduction of, the Grantee’s duties and responsibilities; or (iii) the relocation of the Grantee’s primary office to any location more than fifty (50) miles from the Grantee’s then current primary office, resulting in a materially longer commute for the Grantee. View More

Change in Control. Immediately prior to a Change in Control, each Outside Director will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including those Shares which would not be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels ...and all other terms and conditions met, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Outside Director and the Company or any of its Subsidiaries or Parents, as applicable. View More

Change in Control. If a Change in Control of the Company occurs during the Performance Period, then the Performance Period shall be deemed to end on the date of the Change in Control (the shortened Performance Period is referred to herein as the “Truncated Performance Period”). Payment amounts will be based on the extent of achievement of the threshold, target or maximum performance level of the performance goals, as adjusted for the Truncated Performance Period and determined by the Committee in its sole discreti...on. The Cash Payment and Share Payment to be paid to the Employee pursuant to this paragraph shall be paid in full in a single lump sum payment as soon as administratively feasible following the Determination Date (but in no event later than 60 days following the end of the Truncated Performance Period). If a Change in Control of the Company occurs after the Performance Period, then the Employee shall be entitled to receive the Cash Payment and Share Payment earned (if not yet paid to the Employee) as soon as administratively feasible following the date of the Change in Control (but in no event later than 60 days following the date of the Change in Control). View More

Change in Control. In the event of a Change in Control, as that term is defined under Section 11 of the Plan, prior to the end of any Vesting Period of the Award, to the extent the successor company (or a subsidiary or parent thereof) does not assume or provide a substitute for the Award on substantially the same terms and conditions, the Award shall become unrestricted and fully vested and the Units that become so vested shall be distributed pursuant to Section 6 on the regularly scheduled Payment Dates. To the e...xtent the successor company (or a subsidiary or parent thereof) assumes or provides a substitute for the Award on substantially the same terms and conditions, the existing vesting schedule will continue to apply, provided, however, that, if within twenty-four (24) months following the date of a Change in Control, the Employee’s employment with the Company or successor company (or a subsidiary or parent thereof), as applicable, is terminated without Cause or due to Normal Retirement, Early Retirement, Disability (each as defined under the Company’s applicable retirement or disability plans), or death, the Award shall become unrestricted and fully vested and distributed (x) pursuant to Section 6 on the regularly scheduled Payment Dates or (y) in the case of the termination of the Employee’s employment with the Company or successor company (or a subsidiary or parent thereof), as applicable, due to death, within sixty (60) days following the date of the Employee’s death to the beneficiary designated by the Employee (or if the Employee has not designated a beneficiary, to the representative of the Employee’s estate), or where additional time is needed for administrative reasons, at such later time as is permitted under Section 409A of the Code.9. Voting and Dividend Rights. Prior to the delivery of any shares of Stock covered by this Award, the Employee shall not have the right to vote or to receive any dividends with respect to such shares. Notwithstanding the foregoing, dividend equivalents will be earned on Units underlying the Award for the period beginning on the Award Date and ending on the last day of the Vesting Period applicable to the Units (or, if applicable, the date of payment in accordance with Section 7(b)(ii) hereof), which Dividend Equivalents shall be paid in cash on the applicable Payment Date (or the date of payment in accordance with Section 7(b)(ii) hereof), subject to the additional requirements set forth in these Terms and Conditions.10. Transfer Restrictions. This Award and the Units and Dividend Equivalents are nontransferable (other than by will or by the laws of descent and distribution), and may not be transferred, sold, assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Any attempt to effect any of the foregoing shall be null and void.11. Miscellaneous. These Terms and Conditions (a) shall be binding upon and inure to the benefit of any successor to the Company; (b) shall be governed by and construed according to the laws of the State of New York, that apply to agreements made and performed in that state, without regard to conflict of law principles; and (c) may not be amended without the written consent of both the Company and the Employee. Consent on behalf of the Company may only be given through a writing signed, dated and authorized by the Executive Vice President, Chief People Officer of S&P Global Inc., which directly refers to these Terms and Conditions. No other modifications to the Terms and Conditions are valid under any circumstances. No contract or right of employment shall be implied by these Terms and Conditions. If this Award is assumed, or a new award is substituted therefore in any corporate reorganization, employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of this Award to be employment by the Company.12. Application of Local Law. Notwithstanding Section 11, for any Non-U.S. Employee, this Award shall be governed by and construed according to all applicable laws, rules and regulations, and any special terms and conditions, of such Employee’s country of residence (and primary country of employment, if different), but limited to the extent required by local law. By accepting these Terms and Conditions, any Non-U.S. Employee agrees to repatriate all payments attributable to Stock acquired under the Plan in accordance with local foreign exchange rules and regulations in such Employee’s country of residence (and primary country of employment, if different). In addition, the Employee agrees to take any and all actions, and consent to any and all actions taken by the Company, as may be required to allow the Company to comply with local laws, rules and regulations in the Employee’s country of residence (and primary country of employment, if different).13. Securities Law Requirements. The Company shall not be required to issue shares of Stock in settlement of or otherwise pursuant to this Award unless and until (a) such shares have been duly listed upon each stock exchange on which the Stock is then registered; (b) a registration statement under the Securities Act of 1933 as amended, with respect to such shares is then effective; and (c) the issuance of the shares would comply with such legal or regulatory provisions of such countries or jurisdictions outside the United States as may be applicable in respect of this Award.14. Public Offering. By accepting these Terms and Conditions, any Non-U.S. Employee acknowledges and agrees that (a) the grant of this Award is not intended to be a public offering of securities in such Employee’s country of residence and/or primary country of employment; (b) the Company has not submitted any registration statement, prospectus or other filings with local securities authorities, unless otherwise required under applicable local law; and (c) the grant of this Award is not subject to the supervision of local securities authorities. View More

Change in Control. (a) If there is a Change in Control (as defined below) of the Company, the PSU Award shall vest immediately prior to such Change in Control occurring, even if the Performance Goals identified in Exhibit A have not been met. To the extent that the holders of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or its parent) may with the Participant’s consent, in connection with the assumption of this PSU Award, s...ubstitute one (1) or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control. (b) This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. (c) For purposes of this Agreement, “Change in Control” shall mean a change in ownership or control of the Company effected through any of the following transactions: (i) a merger, consolidation or other reorganization unless securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction; (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets; or (iii) the acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholder. View More

Change in Control. As provided in the Plan, upon the occurrence of a Change in Control, the Restricted Stock Unites may vest prior to the time provided for in this Award Agreement and may be paid at a time other than the payment date described herein.

Change in Control. Section 6.3 of the Plan shall govern the vesting of unvested RSUs in the event of a Change in Control prior to the final Vesting Date.  «Full_Name» Page 2 4. Securities Laws. The Committee may from time to time impose any conditions on the shares issuable with respect to RSUs as it deems necessary or advisable to comply with the then-existing requirements of federal and state securities laws and regulations, including Rule 16b-3 (or any sim...ilar rule) of the Securities and Exchange Commission, and to ensure that shares are issued and resold in compliance with such laws and regulations.  5. Delivery of Shares.  (a) Within ten (10) business days following a Vesting Date (including any accelerated vesting date provided in this Award or the Plan), the Company shall issue to you, either by book-entry registration or issuance of a stock certificate or certificates, a number of shares of Common Stock equal to the number of RSUs vesting hereunder. Any shares of Common Stock issued to you hereunder shall be fully paid and non-assessable.  (b) At the time of vesting, the Company shall withhold from any shares of Common Stock deliverable in payment of the RSUs a number of shares of Common Stock having a value equal to the minimum amount of income and employment taxes required to be withheld under applicable laws and regulations, and pay the amount of such withholding taxes in cash to the appropriate taxing authorities. Any fractional shares resulting from the payment of the withholding amounts shall be liquidated and paid in cash to the U.S. Treasury as additional federal income tax withholding for you. You shall be responsible for any withholding taxes not satisfied by means of such mandatory withholding and for all taxes in excess of such withholding taxes that may be due upon vesting of the RSUs. Notwithstanding the foregoing, prior to the date that such withholding taxes are due to the appropriate taxing authorities as a result of the vesting of the RSUs, you may pay to the Company in cash or cash equivalents the amount of such withholding taxes, in which case such withholding taxes will not be withheld from the shares deliverable in payment of the RSUs.  6. Restriction on Transfer of RSUs. RSUs may not be assigned, sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except by will or the laws of descent and distribution.  7. Award Not to Affect Employment. This Award shall not confer upon you any right to continue as an employee, officer or director of the Company or any subsidiary of the Company or interfere in any way with the right of the Company or any subsidiary to terminate your employment or service for any or no reason.  8. No Rights as a Shareholder. You shall not have any rights as a shareholder, including voting or dividend rights, with respect to shares of Common Stock covered by this Award until you become the holder of record with respect to such shares in accordance with this Award and the Plan. No adjustment shall be made for dividends or other rights for which the record date is prior to the Vesting Date. 1260 Red Fox Road ● Arden Hills, MN 55112 ● Tel: 651-636-9770 ● Fax: 651-357-1097 ● www.IntriCon.com «Full_Name» Page 3  9. Miscellaneous.  (a) The Company will use your address as reflected in the Company’s personnel records, or such other address as you may provide to the Company by written notice, as the address to which notice, demands and other communications to be given or delivered under or by reason of the provisions hereof will be sent.  (b) This Award may be executed in one or more counterparts, all of which taken together will constitute one and the same instrument.  (c) The validity, performance, construction and effect of this Award shall be governed by the laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of law.  (d) You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of Minnesota and of the United States of America, in each case located in Minneapolis, Minnesota, for any actions, suits or proceedings arising out of or relating to this Award and the transactions contemplated hereby (“Litigation”) and agree not to commence any Litigation except in any such court, and further agree that service of process, summons, notice or document by U.S. registered mail to your address shall be effective service of process for any Litigation brought against you in any such court. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any Litigation in the courts of the State of Minnesota or of the United States of America, in each case located in Minneapolis, Minnesota, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any Litigation brought in any such court has been brought in an inconvenient forum.  10. Clawback or Repayment Policy. This Award shall be subject to any clawback or repayment policy of the Company that is currently in effect or that is hereinafter adopted.  11. Incorporation of Plan Terms. This Award is subject to the terms and conditions of the Plan. Such terms and conditions of the Plan are incorporated into and made a part of this Award by reference. In the event of any conflicts between or among the provisions of this Award, the terms of the Plan and the provisions of any employment agreement between the Company and you, the Committee shall reconcile such conflicts in a manner that is not inconsistent with the Plan. View More

Change in Control. If, prior to the Performance Period End Date (as defined in Attachment 1), a Change in Control occurs, to the extent the Restricted Stock Units are outstanding immediately prior to such Change in Control, they shall vest in accordance with Section 13(b)(iii) of the Plan.6.Post-Vest Holding Period. Employee may not sell or otherwise transfer the shares of Common Stock (the “Shares”) issued pursuant to this Restricted Stock Unit Award until one (1) year after the vesting of the underlying Restrict...ed Stock Units (“Post-Vest Holding Period”). During the Post-Vest Holding Period, Employee will be able to vote the Shares and receive any dividends issued, if any, with respect to the Shares. Notwithstanding the foregoing, these restrictions shall immediately lapse upon Employee’s death, Disability or a Change in Control.7.Employment by Wolverine. The Agreement and the Restricted Stock Unit Award shall not impose upon Wolverine or any of its Subsidiaries any obligation to retain Employee in its employ for any given period or upon any specific terms of employment. Wolverine or any of its Subsidiaries may at any time dismiss Employee from employment, free from any liability or claim under the Plan or this Agreement, unless otherwise expressly provided in any written agreement with Employee. By accepting this Award, Employee reaffirms the obligations of any Employee Confidentiality, Intellectual Property Protection, and Restrictive Covenant Agreement or similar agreement, previously entered into between Wolverine and Employee.8.Stockholder Rights. Employee (or Employee’s permitted transferees) shall not have any voting and liquidation rights with respect to the Restricted Stock Units or the underlying Common Stock represented thereby unless and until shares of Common Stock are actually issued to Employee upon vesting of the Restricted Stock Units in accordance with the terms of this Agreement. Employee shall be entitled to receive a dividend equivalent (“Dividend Equivalent”) in the form of cash, with respect to any cash dividend that is declared and paid on the Common Stock underlying the Restricted Stock Units prior to the Payout Date, with the amount that is paid to Employee in respect of the Dividend Equivalents equal to the aggregate cash dividends declared and paid per share of Common Stock during the period beginning on the Grant Date and ending immediately prior to the Payout Date multiplied by the number of Restricted Stock Units that vest hereunder in accordance with Appendix 1. For greater certainty, no Dividend Equivalent shall be payable to Employee in respect of any unvested Restricted Stock Units that are forfeited. Upon vesting of the Restricted Stock Units and issuance to Employee of underlying Common Stock, if applicable, Employee shall have all stockholder rights, including the right to transfer the underlying Common Stock, subject to such conditions as Wolverine may reasonably specify to ensure compliance with applicable federal and state securities laws.9.Withholding. Wolverine and any of its Subsidiaries shall be entitled to (a) withhold and deduct from Employee’s future wages (or from other amounts that may be due and owing to Employee from Wolverine or a Subsidiary, including amounts under this Agreement), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all applicable federal, state and local withholding and employment-related tax requirements attributable to the Restricted Stock Units Award under this Agreement, including, without limitation, the award, vesting or settlement of Restricted Stock Units and any Dividend Equivalents; or (b) require Employee promptly to remit the amount of such withholding to Wolverine or a Subsidiary before taking any action with respect to the Restricted Stock Units. Unless the Committee provides otherwise, withholding may be satisfied by withholding shares of Common Stock to be received by Employee pursuant to this Agreement or by delivery to Wolverine or a Subsidiary of previously owned Common Stock of Wolverine.10.Effective Date. This grant of Restricted Stock Units shall be effective as of the Grant Date set forth in the grant.11.Agreement Controls. The Plan is hereby incorporated in this Agreement by reference. Capitalized terms not defined in this Agreement shall have those meanings provided in the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the provisions of the Agreement shall control. WOLVERINE WORLD WIDE, INC.COMPENSATION COMMITTEE ATTACHMENT 1 TO RESTRICTED STOCK UNITS AWARD AGREEMENTThe number of Restricted Stock Units that will vest is equal to the number resulting from the formula set forth immediately below, but not in excess of 600% of the target number of Restricted Stock Units (“the Maximum RSU Amount”), subject to any exercise of negative discretion of the Committee. For clarification, the dollar target amount is only counted once for corresponding cycle grant year in cases where grants are made on the same date for multiple performance periods. Partial months employed/participating shall only be included in the numerator, above, if Employee is employed/participating for the majority of days in such month.Threshold RevenueAs set by the Compensation Committee within the first 90 days of the Performance Period.Target RevenueAs set by the Compensation Committee within the first 90 days of the Performance Period.Goal RevenueAs set by the Compensation Committee within the first 90 days of the Performance Period.Stretch RevenueAs set by the Compensation Committee within the first 90 days of the Performance Period. EX-10.2 3 a2021-q1ex102psuawardagree.htm EXHIBIT 10.2 FORM OF AWARD DocumentExhibit 10.2FORM OF PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit AgreementPERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTThis Performance Restricted Stock Unit Award Agreement (together with Attachment 1 hereto, the “Agreement”) is made as of the award date set forth in the grant (the “Grant Date”), by and between WOLVERINE WORLD WIDE, INC., a Delaware corporation (“Wolverine” or the “Company”), and the employee identified in the grant (“Employee”). Wolverine maintains a Stock Incentive Plan of 2016 (as amended and restated and as it may be further amended from time to time, the “Plan”) that is administered by the Compensation Committee of Wolverine’s Board of Directors (the “Committee”), under which the Committee may award restricted stock units as all or part of a long-term incentive award. The Committee has determined (i) that Employee is eligible to participate in the Plan and receive a long-term incentive award, (ii) Employee’s participation level, and (iii) the performance criteria for the award. The Committee has awarded to Employee restricted stock units of Wolverine subject to the terms, conditions and restrictions contained in this Agreement and in the Plan (the “Restricted Stock Unit Award”). Employee acknowledges receipt of a copy of the Plan and accepts this Restricted Stock Unit Award subject to all such terms, conditions and restrictions. By accepting this Restricted Stock Unit Award, Employee hereby forgoes, releases and forever discharges any rights Employee had under the performance-based restricted stock units previously granted to Employee for the 2019-2021 performance period, which performance-based restricted stock units shall be deemed void, cancelled and of no further force or effect.1.Award. Wolverine hereby awards to Employee the Restricted Stock Unit Award consisting of a target number of restricted stock units as set forth in the grant (the “Restricted Stock Units”), which shall be eligible to vest in accordance with the terms of this Agreement and the Plan. The ultimate “Incentive Award” received by Employee will be the number of Restricted Stock Units that vest hereunder as determined by the Committee. Each Restricted Stock Unit represents the conditional right to receive, without payment but subject to the terms, conditions and limitations set forth in this Agreement and in the Plan, one share of common stock of the Company (“Common Stock”) in accordance with this Agreement. On the Payout Date (as defined in Attachment 1), the Company shall deliver to Employee a number of shares of Common Stock in respect of the Restricted Stock Units that vest hereunder, together with any Dividend Equivalents (as defined below) thereon, or, at the option of the Company, a cash payment in an amount equal to the Fair Market Value on the Payout Date multiplied by the number of shares of Common Stock in respect of the Restricted Stock Units that vest hereunder, together with any Dividend Equivalents thereon, subject to any applicable withholdings required by applicable law. View More