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. Upon the occurrence of a Change in Control, the Committee may take the action set forth in Section 14.2 of the Plan. Notwithstanding the foregoing, the employment agreement or change in control agreement Employee may have with the Company (as 4 such agreement(s) may be amended from time to time) may provide for accelerated vesting upon certain conditions in connection with a Change of Control.14. Additional Requirements. Employee acknowledges that shares of Restricted Stock may bear such legen...ds as the Company deems appropriate to comply with applicable federal, state or other securities laws. No shares shall be issued or delivered pursuant to this Agreement unless there shall have been compliance with all applicable requirements of federal, state and other securities laws, all applicable listing requirements of the New York Stock Exchange, if applicable, and all other requirements of law or of any regulatory bodies having jurisdiction over such issuance and delivery. In connection therewith and prior to the issuance of the shares, Employee may be required to deliver to the Company such other documents as may be reasonably necessary to ensure compliance with applicable laws and regulations. View More Arrow
Change in Control. Except as otherwise required under the terms and conditions of any applicable change in control agreement between the Employee and the Company or a Subsidiary, upon the occurrence of a Change in Control during the Measurement Period, then the Units shall vest in full (without pro-ration) on the date of the Change in Control, with the number of Units that become earned Units based on the greater of: (a) an assumed achievement of the Shareholder Value Delivered as a percentage of Shareholder Value... Expected at its “target” level (i.e., an assumed multiplier of 1.0), or (b) the actual level of Shareholder Value Delivered as a percentage of Shareholder Value Expected through the date immediately prior to the Change in Control (or as close to such date as administratively practicable). -5- 10. Forfeiture; Potential Repayment Obligation. (a) The Employee’s Units, any Common Stock acquired under the Plan, and any proceeds from the sale of any of the foregoing are required to be forfeited by the Employee, including after vesting or delivery, if the Employee breaches any restrictive covenant contained in any employment, severance, or other agreement with the Company or the Employer or in any applicable Company or Employer policy, and the Company may direct the Stock Plan Provider (as defined below) to deliver to the Company such Units, Common Stock, or proceeds from the sale of any of the foregoing, to the extent held in an account with such Stock Plan Provider. (b) This Paragraph 10(b) is applicable only if the Employee holds the office of Vice President, or a higher office, with the Company or one of its significant Subsidiaries as of the effective date of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, any Units granted or shares of Common Stock issued in connection with this Agreement, and/or any amount received with respect to any sale of any such shares, shall be subject to potential cancellation, recoupment, rescission, payback, or other action in accordance with the terms of the Company’s clawback policy, as it may be amended from time to time (the “Policy”). The Employee agrees and consents to the Company’s application, implementation, and enforcement of (a) the Policy or any similar policy established by the Company or its Subsidiaries that may apply to the Employee, and (b) any provision of applicable law relating to cancellation, rescission, payback, or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the Employee) or applicable law without further consent or action being required by the Employee. To the extent that the terms of this Agreement and the Policy or any similar policy conflict, the terms of such policy shall prevail. View More Arrow
Change in Control. Except as otherwise required under the terms and conditions of any applicable change in control agreement between the Employee and the Company or a Subsidiary, upon the occurrence of a Change in Control during the Measurement Period, then the Units shall vest in full (without pro-ration) on the date of the Change in Control, with the number of Units that become earned Units based on the greater of: (a) an assumed achievement of the relative TSR performance goal at its “target” level (i.e., an as...sumed multiplier of 1.0), or (b) the actual level of achievement by ranking (expressed as a percentage) the Company’s TSR against the TSR of the members of the Index through the date immediately prior to the Change in Control (or as close to such date as administratively practicable). View More Arrow
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 for any reason, all Shares under this Option shall immediately vest and become exercisable in full.
Change in Control. Notwithstanding the foregoing, in the event that a Change in Control (as defined in the Employment Agreement) occurs prior to the Date of Termination or within three (3) months following the Date of Termination and Executive satisfies the Conditions, (i) the Severance Amount in Section 5(a) shall equal the sum of (A) 18 months of Executive’s Base Salary (or Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.5 times Executive’s Target Annual Incent...ive Compensation (as defined in the Employment Agreement) and shall be paid out in a lump sum within 60 days after the Date of Termination; (ii) the COBRA health continuation payments by the Company in Section 5(b) shall continue for eighteen (18) months or Executive’s COBRA health continuation period, whichever ends earlier, and (iii) in lieu of the partial accelerated vesting described in Section 5(c), and except as otherwise expressly provided in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by Executive subject to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination. For the avoidance of doubt, (i) in no event will Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement, and (ii) if the Company has commenced providing severance pay and benefits to Executive under Section 5 prior to the date that Executive becomes eligible to receive severance pay and benefits under this Section 6, the severance pay and benefits previously provided to Executive under Section 5 shall reduce the severance pay and benefits to be provided under this Section 6. 3 7. Potential Post-Employment Consulting. The Company presently anticipates offering Executive the opportunity to be engaged by the Company for a limited period of time as an hourly consultant following the Date of Termination. Details of any post-employment consulting will be provided to Executive prior to the Date of Termination, and Executive’s engagement as a consultant would be subject to Executive entering into a consulting services agreement (“Consulting Services Agreement”) with the Company. Any consulting services would be limited to no more than 20% of Executive’s average level of services performed in the thirty-six (36) months prior to the Date of Termination. View More Arrow
Change in Control. 8.1 Acceleration of Vesting. 8.2 Business Combination.
Change in Control. In the event of a Change in Control of the Company, this Award will be treated in accordance with the Plan, Severance Plan or other agreement between the Company and the Participant, if applicable, and in the event of any conflict among such arrangements, this Award will be treated in accordance with such arrangement that provides the Participant the most favorable treatment.
Change in Control. Notwithstanding anything to the contrary in the Plan, in the event of a Change in Control of the Company:(a) In the event the Performance RSUs are assumed or substituted in connection with the Change in Control, the Performance RSUs shall remain outstanding and shall continue to vest in accordance with the terms of this Award Agreement. For purposes of this Section 5, the Performance RSUs shall be considered assumed or substituted if, following the Change in Control, the Performance RSUs rema...in subject to the same terms and conditions that were applicable to the Performance RSUs immediately prior to the Change in Control (including vesting conditions), except that the Participant is instead entitled to receive publicly traded equity securities of the acquiring entity or the ultimate parent company which results from the Change in Control. (b) In the event the Performance RSUs are not assumed or substituted in connection with a Change in Control, all Performance RSUs shall immediately vest (collectively, the “CIC Earned Shares”). As soon as practicable (but no later than 10 days) following a Change in Control of the Company, the Company shall issue or transfer the CIC Earned Shares to the Participant.6. Termination of Employment. If the Participant experiences a termination of employment by the Participant with Good Reason, the Participant experiences a termination of employment by the Company without Cause or upon death [[5516502]]3or Disability (in each case, as defined in the Employment Agreement), all Performance RSUs shall immediately vest in full, and the Company shall issue or transfer to the Participant any Shares subject to such Performance RSUs as soon as practicable (but no later than 10 days) following such termination of employment.7. No Other Vesting or Settlement. The Performance RSUs shall not be vested or settled except as provided in Section 2, 5 or 6 of this Award Agreement, unless the Board and/or any committee thereof having authority over executive compensation considers other performance factors to determine otherwise.8. Expiration and Forfeiture. Any Performance RSUs that are not vested pursuant to Section 2, 5 or 6 of this Award Agreement shall be forfeited on the Final Vesting Date, unless the Board and/or any committee thereof having authority over executive compensation considers other performance factors to determine otherwise. Except as otherwise provided in Section 6 of this Award Agreement, in the event the Participant’s employment with the Company or its subsidiaries terminates for any reason at a time when any outstanding Performance RSUs are unvested, such Performance RSUs shall be immediately forfeited, unless the Board and/or any committee thereof having authority over executive compensation considers other performance factors to determine otherwise.9. Dividend Equivalents; Rights as Shareholder. The Performance RSUs shall accrue dividends in cash in the same amount as are paid with respect to Shares, and the Participant shall be paid such dividends at the time the corresponding Performance RSUs are settled pursuant to this Award Agreement. In the event any Performance RSUs are forfeited, the accrued dividend equivalents with respect to such Performance RSUs shall be forfeited. Except as otherwise provided in this Section 9 of this Award Agreement, the Participant shall have no rights as a shareholder with respect to the Shares covered by the Performance RSUs until the Participant shall become the holder of record with respect to any such Shares.10. Nontransferability. The Performance RSUs may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (“Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any prohibited Transfer, whether voluntary or involuntary, of the Performance RSUs is attempted to be made, or if any attachment, execution, garnishment, or lien shall be attempted to be issued against or placed upon the Performance RSUs, the Participant’s right to such Performance RSUs shall be immediately forfeited to the Company, and this Award Agreement shall be null and void with respect to such Performance RSUs.11. Requirements of Law. The granting of the Performance RSUs and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. [[5516502]]412. Administration. This Award Agreement and the Participant’s rights hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan, as well as to any provision in the Participant’s employment agreement. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement.13. Continuation of Employment. This Award Agreement shall not confer upon the Participant any right to continuation of employment by the Company or any of its Affiliates, nor shall this Award Agreement interfere in any way with any right of the Company or any of its subsidiaries to terminate the Participant’s employment at any time.14. Plan; Prospectus and Related Documents; Electronic Delivery. (a) A copy of the Plan will be furnished upon written or oral request made to the Chief Human Resources Officer, Viatris Inc., 1000 Mylan Boulevard, Canonsburg, PA 15317, or at (724) 514-1533. (b) As required by applicable securities laws, the Company is delivering to the Participant a prospectus in connection with this Award, which delivery is being made electronically. The Participant can access the prospectus on the Merrill Lynch intranet system. A paper copy of the prospectus may also be obtained without charge by contacting the Human Relations Department at the address or telephone number listed above. By executing this Award Agreement, the Participant shall be deemed to have consented to receive the prospectus electronically. (c) By executing this Award Agreement, the Participant agrees and consents, to the fullest extent permitted by law, in lieu of receiving documents in paper format to accept electronic delivery of any documents that the Company may be required to deliver in connection with the Performance RSUs and any other Awards granted to the Participant under the Plan. Electronic delivery of a document may be via a Company e-mail or by reference to a location on a Company intranet or internet site to which the Participant has access.15. Amendment, Modification, Suspension, and Termination. The Committee shall have the right at any time in its sole discretion, subject to certain restrictions, to alter, amend, modify, suspend, or terminate the Plan in whole or in part, and the Committee shall have the right at any time in its sole discretion to alter, amend, modify, suspend or terminate the terms and conditions of any Award; provided, however, that no such action shall adversely affect the Participant’s Award in any way without the Participant’s written consent.16. Applicable Law. The validity, construction, interpretation, and enforceability of this Award Agreement shall be determined and governed by the laws of [[5516502]]5the Commonwealth of Pennsylvania without giving effect to the principles of conflicts of law, subject to any provision to the contrary in the Participant’s employment agreement.17. Entire Agreement. Except as set forth in Section 18 of this Award Agreement, this Award Agreement, the Plan, any provision of the Employment Agreement and the rules and procedures adopted by the Committee contain all of the provisions applicable to the Performance RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Participant.18. Compensation Recoupment Policy. Notwithstanding Section 17 of this Award Agreement, the Performance RSUs and Shares delivered or issued upon settlement of the Performance RSUs shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to the Participant and to Awards of this type as of the Grant Date.19. Section 409A of the Code. The delivery of Shares pursuant to this Award Agreement is intended to comply with Section 409A of the Code, and this Award Agreement shall be interpreted, operated and administered consistent with this intent. Notwithstanding the preceding, the Company makes no representations concerning the tax consequences of this Award Agreement under Section 409A of the Code or any other federal, state, local, foreign or other taxes. Tax consequences will depend, in part, upon the application of the relevant tax law to the relevant facts and circumstances. The Participant should consult a competent and independent tax advisor regarding the tax consequences of this Award Agreement.20. Limitation of Liability. The Participant agrees that any liability of the officers, the Committee and the Board of the Company to the Participant under this Award Agreement shall be limited to those actions or failure to take action which constitute self dealing, willful misconduct or recklessness.21. Agreement to Participate. By executing this Award Agreement, the Participant agrees to participate in the Plan, be subject to the provisions of this Award Agreement and to abide by all of the governing terms and provisions of the Plan and this Award Agreement, subject to any provision in the Participant’s employment agreement. Additionally, by executing this Award Agreement, the Participant acknowledges that he or she has reviewed the Plan and this Award Agreement, and he or she fully understands all of the rights under the Plan and this Award Agreement, the Company’s remedies if the Participant violates the terms of this Award Agreement, and all of the terms and conditions which may limit the Participant’s eligibility to retain and receive the Performance RSUs and/or Shares issued pursuant to the Plan and this Award Agreement, subject to any provision in the Participant’s employment agreement. [[5516502]]6Please refer any questions regarding the Performance RSUs to the Chief Human Resources Officer, Viatris Inc., 1000 Mylan Boulevard, Canonsburg, PA 15317, or at (724) 514-1533. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] [[5516502]] This Award Agreement is executed on behalf of the Company and the Participant, effective as of the Grant Date set forth above. Viatris Inc.,By:/s/ Brian RomanName: Brian RomanTitle: Global General Counsel /s/ Robert J. CouryRobert J. Coury [[5516502]] EXHIBIT A Performance Conditions1. The Performance Condition for each applicable Performance Tranche is set forth below: Performance TranchePerformance Condition320,000 Performance RSUsAbsolute TSR of 25% (the “Threshold Performance Condition”)320,000 Performance RSUsAbsolute TSR of 50% (the “Base Performance Condition”)320,000 Performance RSUsAbsolute TSR of 75% (the “Target Performance Condition”)320,000 Performance RSUsAbsolute TSR of 100% (the “Overachieve Performance Condition”)320,000 Performance RSUsAbsolute TSR of 150% (the “Stretch Performance Condition”) 2. Definitions. For purposes of this Exhibit A, the following terms have the meanings set forth below.“Absolute TSR” means the internal rate of return to a holder of Shares from the Initial Share Price to the closing price of Shares on any applicable date (expressed as a percentage), inclusive of dividends and other distributions and adjusted for stock splits or similar changes in capital structure (as reported by Bloomberg L.P. or another recognized source). For purposes of this Award Agreement, an applicable Performance Condition shall be deemed achieved if the Absolute TSR equals or exceeds the applicable Performance Condition on any 10 trading days in any trailing 60 trading day period following the Grant Date and through the Final Vesting Date.“Initial Share Price” means the closing price of the Shares on the NASDAQ National Market on the Grant Date. [[5516502]] EX-10.1(E) 7 ex_101e-vtrsx20201231x10xk.htm EX-10.1(E) DocumentExhibit 10.1(e)Viatris Inc.Value Creation Incentive AwardPerformance-Based Restricted Stock Unit Award AgreementViatris Inc. (the “Company”) hereby grants to ROBERT J. COURY (the “Participant”), effective as of November 23, 2020 (the “Grant Date”), the performance-based restricted stock unit award (the “Performance RSUs”) as set forth in this Award Agreement. The Performance RSUs are subject to the terms and conditions set forth in this Award Agreement and in the Company’s 2020 Stock Incentive Plan (the “Plan”). In the event of any inconsistency between the terms of this Award Agreement and the terms of the Plan, the terms of the Plan shall govern except to the extent specifically set forth herein. Capitalized terms used but not defined in this Award Agreement (including Exhibit A hereto) shall have the meanings ascribed to them in the Plan or the Participant’s employment agreement with the Company dated as of November 20, 2020 (the “Employment Agreement”), as applicable. Notwithstanding the foregoing, the Performance RSUs shall be subject to the terms of the Employment Agreement.1. Certain Terms of the Performance RSUs.Total Number of Performance RSUs:1,600,000Performance Conditions and Vesting Schedule:320,000 Performance RSUs (each, a “Performance Tranche”) will vest upon the achievement of (i) each of the Threshold Performance Condition, the Base Performance Condition, the Target Performance Condition, the Overachieve Performance Condition and the Stretch Performance Condition (each a “Performance Condition” and as defined in Exhibit A) and (ii) the Service Condition with respect to such Performance Tranche (as defined below) (the date on which a Performance Tranche vests, a “Vesting Date”)Final Vesting Date:December 30, 20252. Grant. The Performance RSUs entitle the Participant, subject to the terms and conditions hereof (including Section 8 of this Award Agreement), to receive from the Company after each applicable Vesting Date a number of Shares equal to the applicable number of Performance RSUs earned upon the achievement of each applicable Performance Condition and Service Condition (the “Earned Shares”). As soon as practicable (but no later than 10 days) following the applicable Vesting Date, the Company shall issue or transfer the Earned Shares to the Participant, which shares shall not be subject to any further vesting requirements. The Company shall evidence the [[5516502]]2Shares by book entry. Any Performance RSUs that are not vested on the Final Vesting Date after giving effect to this Section 2, Section 5 or Section 6 shall be forfeited and shall not be eligible to vest under any other section of this Award Agreement, unless the Board and/or any committee thereof having authority over executive compensation considers other performance factors to determine otherwise.3. Performance Conditions. Except as otherwise provided in this Award Agreement, the Performance Condition shall be deemed satisfied with respect to each applicable Performance Tranche on the achievement of the Threshold Performance Condition, the Base Condition, the Target Performance Condition, the Overachieve Performance Condition and the Stretch Performance Condition, as applicable. The Performance Condition applicable to each Performance Tranche is set forth in Exhibit A. View More Arrow
Change in Control. (a) If, within 12 months after a Change in Control of the Company occurs, the Recipient’s Continuous Service is terminated by the Company without Cause or by the Recipient for Good Reason, the Recipient shall be eligible to receive a pro rata amount of the PSUs (if any) payable after the end of the Performance Period as described in Section 3 above. The amount credited towards the PSUs will be determined by multiplying (i) the amount of PSUs that otherwise would have been earned at the end of th...e Performance Period assuming that the Recipient’s Continuous Service with the Company and its Related Entities had continued through the last day of the Performance Period by (ii) a fraction equal to (x) the number of Credited Months (as defined below) elapsed between the first day of such Performance Period and the date of termination of the Recipient’s Continuous Service by the Company without Cause or by the Recipient for Good Reason divided by (y) 36. For purposes of this Agreement, “Credited Months” means the actual number of calendar months during each fiscal year in the Performance Period in which the Recipient was in the Continuous Service of the Company and its Related Entities for at least the first 6 months of such fiscal year. The provisions of this Section 9 supersede any inconsistent provisions with respect to the impact of a Change in Control on the PSU Award made by this Agreement. In the event of any such inconsistency, this Agreement shall be controlling. (b) Notwithstanding anything to the contrary in this Agreement or in the Plan, if, in connection with a Change in Control of the Company, the surviving company does not assume the PSUs in accordance with Section 10(c) of the Plan, then that number of Shares subject to the PSUs shall immediately vest as of the date of the Change in Control based on the Change in Control Formula (as 4 defined below), and the Company shall deliver to the Recipient such number of Shares upon the date of such Change in Control. For purposes of this Agreement, “Change in Control Formula” means the sum of (i) the Percentage of PSUs earned based on the actual performance level for the fiscal year(s) during the Performance Period which are completed prior to the date of such Change in Control, as determined in accordance with the first chart in Section 2 of this Agreement, plus (ii) if and only if the date of such Change in Control occurs after the end of the first 6 months of a fiscal year, (x) 1/3 of the Target Amount of Shares for the fiscal year in which the Change in Control occurs multiplied by (y) a fraction equal to (A) the number of whole calendar months elapsed between the beginning of such fiscal year and the date of such Change in Control divided by (B) 12. View More Arrow
Change in Control. Notwithstanding Section 3 hereof, if there is a Change in Control of the Corporation prior to any Normal Vesting Date, and if within 12 months after the Change in Control, the Participant’s employment is terminated by the Corporation or a Subsidiary (or a successor thereof) without “Cause” (as defined in Section 6 hereof) or by the Participant for “Good Reason” (as defined in Section 6 hereof), any unvested RSUs at the time of such termination of employment shall become vested upon such terminat...ion of employment. View More Arrow