Grouped Into 90 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 (as defined in the Stock Incentive Plan and including the date immediately prior to an "Anticipatory Termination" as defined therein) of the Company during a Performance Period, each Participant then holding an outstanding Award Opportunity granted under this Plan for such Performance Period shall receive payment of his or her Award Opportunity as follows: (a) within fifteen (15) days following the date of the Change in Control, each such Participant shall rec...eive a number of shares of Common Stock equal to the number of Target Shares subject to such Award Opportunity; and (b) within forty-five (45) days after the date of such Change in Control, each such Participant shall receive a number of shares of Common Stock equal to the excess, if any, of (i) the number of shares of Common Stock that would be payable in accordance with Section 5 if the Company had achieved the management objectives described in Section 5.A for the Performance Period, the Committee had exercised its discretion to reduce the number of shares of Common Stock payable in accordance with Section 5.B based upon the Company's percentile ranking among the Peer Group with respect to the Peer Performance Measures as described therein, and the Company's percentile ranking among the Peer Group for each of those Peer Performance Measures during the Performance Period through the end of the fiscal quarter immediately preceding the date of the Change in Control continued throughout the Performance Period at the same level; over (ii) the number of Target Shares subject to such Award Opportunity.View More
Change in Control. A. In General. In the event of a Change in Control (as defined in the Stock Incentive Plan and including the date immediately prior to an "Anticipatory Termination" as defined therein) Plan) of the Company during a Performance Period, each Participant then holding an outstanding Award Opportunity granted under this Plan for such Performance Period shall receive payment of his or her Award Opportunity as follows: (a) within fifteen (15) days following the date of the Change in Control, each such ...Participant shall receive a number of shares of Common Stock equal to the number of Target Shares subject to such Award Opportunity; and (b) within forty-five (45) days after the date of such Change in Control, each such Participant shall receive a number of shares of Common Stock equal to the excess, if any, of (i) the number of shares of Common Stock that would be payable in accordance with Section 5 4 if the Company had achieved the management objectives described in Section 5.A 4.A for the Performance Period, the Committee had exercised its discretion to reduce the number of shares of Common Stock payable in accordance with Section 5.B 4.B based upon the Company's percentile ranking among the Peer Group with respect to the Peer Performance Measures as described therein, and the Company's percentile ranking among the Peer Group for each of those Peer Performance Measures during the Performance Period through the end of the fiscal quarter immediately preceding the date of the Change in Control continued throughout the Performance Period at the same level; over (ii) the number of Target Shares subject to such Award Opportunity. B. Anticipatory Termination. Notwithstanding the foregoing, in the event a Change in Control is deemed to occur during the Performance Period under the Stock Incentive Plan as a result of a Participant's termination of employment prior to a Change in Control at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control ("Anticipatory Termination"), such Participant shall receive payment of his or her Award Opportunity with respect to such Performance Period in accordance with the provisions of Section 6.A, applied as if such Participant had terminated employment due to a Qualifying Retirement on the date of such Anticipatory Termination; provided, however, that if a Change in Control occurs after such Anticipatory Termination and prior to payment of such Award Opportunity, such Participant shall receive payment of his or her Award Opportunity as follows: (a) within fifteen (15) days following such Change in Control, such Participant shall receive a number of shares of Common Stock equal to the number of Target Shares subject to such Award Opportunity; and (b) within forty-five (45) days after the date of such Change in Control, such Participant shall receive a number of shares of Common Stock equal to the excess, if any, of (i) the greater of (x) the number of shares of Common Stock that would be payable in accordance with Section 4 if the Company had achieved the management objectives described in Section 4.A for the Performance Period, the Committee had exercised its discretion to reduce the number of shares of Common Stock payable in accordance with Section 4.B based upon the Company's percentile ranking among the Peer Group with respect to the Peer Performance Measures as described therein, and the Company's percentile ranking among the Peer Group for each of those Peer Performance Measures during the Performance Period through the end of the fiscal quarter immediately preceding the Anticipatory Termination had continued throughout the Performance Period at the same level, or (y) the number of shares of Common Stock that would have been payable in accordance with Section 4 if the Company had achieved the management objectives described in Section 4.A for the Performance Period, the Committee had exercised its discretion to reduce the number of shares of Common Stock in accordance with Section 4.B based upon the Company's percentile ranking among the Peer Group with respect to the Peer Performance Measures as described therein, and the Company's percentile ranking among the Peer Group for each of those Peer Performance Measures during the Performance Period through the end of the fiscal quarter immediately preceding the subsequent Change in Control had continued throughout the Performance Period at the same level; over (ii) the number of Target Shares subject to such Award Opportunity. View More
Change in Control. If the Company terminates your employment other than for death, Disability or Cause during the 12-month period beginning on the date of a Change in Control (as defined in the Company's Amended and Restated 2013 Stock Plan and 2019 Stock Plan), you shall be entitled to the following, subject to Section 5 hereof: (a) A single lump sum payment equal to twelve (12) months of your annual base salary (at the rate in effect as of the date of termination), payable within thirty (30) business days follow...ing the date the Release (as defined in Section 5 hereof) becomes effective and irrevocable in accordance with its terms. (b) Continued health benefits for the 12-month period beginning on the date of termination, with such period to run concurrently with any period for which you are eligible to elect health coverage under COBRA. During this 12-month continuation period, the Company will subsidize your COBRA premiums in an amount equal to what it would have paid toward health insurance premiums for an active employee with similar coverage. Notwithstanding the foregoing, you shall be required to pay any and all service provider premiums associated with COBRA coverage and, if you begin providing services to another service recipient and become covered by such service recipient's health benefits plan or program, the continued health benefits and Company subsidy provided hereunder shall cease. (c) All outstanding equity awards granted to you under the Company's equity compensation plans shall become immediately vested and exercisable (as applicable) as of the date of such termination, the performance goals with respect to such outstanding performance awards, if any, will deemed satisfied at "target", and all outstanding and vested Company stock options (including those that vest pursuant to the operation of this paragraph) will remain exercisable for the full duration of their term. (d) "Cause" means: (i) your gross negligence and/or willful misconduct (as such terms are generally understood and applied to the performance of an executive) in the performance of your material duties with respect to the Company as determined, in each case, by a court of competent jurisdiction not subject to further appeal or a final arbitration award, as provided hereunder; (ii) the conviction by you of a crime constituting a felony, or (iii) you shall have committed any material act of malfeasance, dishonesty or breach of fiduciary duty against the Company, for which you shall have a thirty (30) day cure period following notice thereof from the Company (except for a conviction pursuant to subsection (ii), for which there shall be no cure period). 2 (e) "Disability" means that (i) you have been unable, for a period of 180 consecutive business days, to perform your duties under this Agreement, as a result of physical or mental illness or injury, and (ii) a physician selected or approved by the Company has determined that it is either not possible to determine when such inability to perform will cease or that it appears probable that such inability will be permanent during the remainder of your life. (f) Mitigation. In the event that you are entitled to severance pursuant to this Agreement, you have no duty to mitigate and your severance will not be reduced for any reason.View More
Change in Control. If the Company terminates your employment other than for death, Disability or Cause Cause, or if you resign for Good Reason, in any case during the 12-month period beginning on the date of a Change in Control (as defined in the Company's Amended and Restated 2013 Stock Plan and 2019 Stock Plan), you shall be entitled to the following, subject to Section 5 hereof: (a) A single lump sum payment equal to twelve (12) months of your annual base salary (at the rate in effect as of the date of terminat...ion), payable within thirty (30) business days following the date the Release (as defined in Section 5 hereof) becomes effective and irrevocable in accordance with its terms. (b) Continued health benefits for the 12-month period beginning on the date of termination, with such period to run concurrently with any period for which you are eligible to elect health coverage under COBRA. During this 12-month continuation period, the Company will subsidize your COBRA premiums in an amount equal to what it would have paid toward health insurance premiums for an active employee with similar coverage. Notwithstanding the foregoing, you shall be required to pay any and all service provider premiums associated with COBRA coverage and, if you begin providing services to another service recipient and become covered by such service recipient's health benefits plan or program, the continued health benefits and Company subsidy provided hereunder shall cease. (c) All outstanding equity awards granted to you under the Company's equity compensation plans shall become immediately vested and exercisable (as applicable) as of the date of such termination, the performance goals with respect to such outstanding performance awards, if any, will deemed satisfied at "target", and all outstanding and vested Company stock options (including those that vest pursuant to the operation of this paragraph) will remain exercisable for the full duration of their term. (d) "Cause" means: (i) your gross negligence and/or willful misconduct (as such terms are generally understood and applied to the performance of an executive) in the performance of your material duties with respect to the Company as determined, in each case, by a court of competent jurisdiction not subject to further appeal or a final arbitration award, as provided hereunder; (ii) the conviction by you of a crime constituting a felony, or (iii) you shall have committed any material act of malfeasance, dishonesty or breach of fiduciary duty against the Company, for which you shall have a thirty (30) day cure period following notice thereof from the Company (except for a conviction pursuant to subsection (ii), for which there shall be no cure period). 2 (e) "Good Reason" means, during the 12-month period beginning on the date of a Change in Control: (i) the Company's material breach of any of its obligations under this Agreement; (ii) a material reduction of your base salary or target bonus opportunity; (iii) a material change to the scope of your work; or (iv) the Company's regular requirement that you perform services in or relocate to a location that is more than twenty-five (25) miles from New York City. A termination will not be deemed to be for Good Reason unless the Company does not cure within 30 days after receipt of written notice from you specifying the Good Reason and referring to your right to resign for Good Reason. Any resignation for Good Reason will be effective immediately upon your giving notice of your resignation for Good Reason to the Company, conditioned upon your having provided proper notice of Good Reason and time to cure in accordance with this provision. (f) "Disability" means that (i) you have been unable, for a period of 180 consecutive business days, to perform your duties under this Agreement, as a result of physical or mental illness or injury, and (ii) a physician selected or approved by the Company has determined that it is either not possible to determine when such inability to perform will cease or that it appears probable that such inability will be permanent during the remainder of your life. (f) (g) Mitigation. In the event that you are entitled to severance pursuant to this Agreement, you have no duty to mitigate and your severance will not be reduced for any reason. View More
Change in Control. (a) Obligations of Adtalem upon Executive's Termination with Good Reason or Adtalem's Termination of Executive Without Cause During Change in Control Period. If: (i) during the Change in Control Period, Adtalem terminates the Executive's employment without Cause (other than for death or Disability) or the Executive terminates employment for Good Reason, and (ii) the Executive executes the Release and such Release is not timely revoked by Executive and becomes legally effective; and (iii) the Exe...cutive complies with the terms of this Agreement and the Release, then the Executive will be entitled to receive: (A) Accrued Benefits. the Accrued Benefits payable no later than thirty (30) days following Executive's Termination Date; (B) Base Salary and MIP Award. payment of an amount equal to two (2) times the sum of Executive's Base Salary (at the rate then in effect) plus MIP Target, which shall be payable in twenty-four (24) equal monthly payments commencing with the first payroll period following the date the Release becomes legally effective; and (C) Other Benefits. Additional Benefits as delineated in Section 8(d)(iii)(C) above except that in subsection (II) the reference to "eighteen (18) months" shall be changed to "twenty-four (24) months" and in subsection (III) the reference to "nine (9) month" shall be changed to "twelve (12) months." (b) Obligations of Adtalem upon Executive's Death. If the Executive's employment is terminated by reason of the Executive's death during the Change in Control Period, Adtalem shall provide the Executive's estate or beneficiaries with the Accrued Benefits, and shall have no other severance obligations under this Agreement. The Accrued Benefits shall be paid to the Executive's estate or beneficiary, as applicable, within thirty (30) days following the Termination Date. (c) Obligations of Adtalem upon Executive's Permanent Disability. If the Executive's employment is terminated by reason of the Executive's Permanent Disability during the Change in Control Period, Adtalem shall provide the Executive with the Accrued Benefits, and shall have no other severance obligations under this Agreement. The Accrued Benefits shall be paid to the Executive within thirty (30) days following the Termination Date. (d) Obligations of Adtalem upon Executive's Termination Without Good Reason or Adtalem's Termination of Executive With Cause During Change in Control Period. If the Executive's employment is terminated for Cause during the Change in Control Period or the Executive resigns during the Change in Control Period without Good Reason, Adtalem shall provide the Executive with the Accrued Benefits, and shall have no other severance obligations under this Agreement. In such case, all Accrued Benefits shall be paid to the Executive within thirty (30) days following the Termination Date. (e) Anticipatory Change in Control. If a Change in Control occurs and if the Executive's employment with Adtalem was terminated by Adtalem without Cause within six (6) months prior to the date such Change in Control occurred, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who had taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then Executive shall be deemed to have been involuntarily terminated by Adtalem without Cause during the Change in Control Period and shall be eligible to receive the monies and benefits under Section 9(a) rather than Section 8(d) of the Agreement.View More
Change in Control. (a) Obligations of Adtalem DeVry upon Executive's Termination with Good Reason or Adtalem's DeVry's Termination of Executive Without Cause During Change in Control Period. If: (i) during the Change in Control Period, Adtalem DeVry terminates the Executive's employment without Cause (other than for death or Disability) or the Executive terminates employment for Good Reason, and (ii) the Executive executes the Release and such Release is not timely revoked by Executive and becomes legally effectiv...e; and (iii) the Executive complies with the terms of this Agreement and the Release, then the Executive will be entitled to receive: (A) Accrued Benefits. the Accrued Benefits payable no later than thirty (30) days following Executive's Termination Date; (B) Base Salary and MIP Award. payment of an amount equal to two (2) one and one-half (1-1/2) times the sum of Executive's Base Salary (at the rate then in effect) plus MIP Target, which shall be payable in twenty-four (24) eighteen (18) equal monthly payments commencing with the first payroll period following the date the Release becomes legally effective; and (C) Other Benefits. Additional Benefits as delineated in Section 8(d)(iii)(C) above except that in subsection (II) the reference to "eighteen (18) "twelve (12) months" shall be changed to "twenty-four (24) "eighteen (18) months" and in subsection (III) the reference to "nine (9) "six (6) month" shall be changed to "twelve (12) "nine (9) months." (b) Obligations of Adtalem DeVry upon Executive's Death. If the Executive's employment is terminated by reason of the Executive's death during the Change in Control Period, Adtalem DeVry shall provide the Executive's estate or beneficiaries with the Accrued Benefits, and shall have no other severance obligations under this Agreement. The Accrued Benefits shall be paid to the Executive's estate or beneficiary, as applicable, within thirty (30) days following the Termination Date. (c) Obligations of Adtalem DeVry upon Executive's Permanent Disability. If the Executive's employment is terminated by reason of the Executive's Permanent Disability during the Change in Control Period, Adtalem DeVry shall provide the Executive with the Accrued Benefits, and shall have no other severance obligations under this Agreement. The Accrued Benefits shall be paid to the Executive within thirty (30) days following the Termination Date. (d) Obligations of Adtalem DeVry upon Executive's Termination Without Good Reason or Adtalem's DeVry's Termination of Executive With Cause During Change in Control Period. If the Executive's employment is terminated for Cause during the Change in Control Period or the Executive resigns during the Change in Control Period without Good Reason, Adtalem DeVry shall provide the Executive with the Accrued Benefits, and shall have no other severance obligations under this Agreement. In such case, all Accrued Benefits shall be paid to the Executive within thirty (30) days following the Termination Date. For avoidance of doubt, expiration of the Agreement during the Change in Control Period by action of the Executive in accordance with Section 1 shall be deemed a resignation by Executive without Good Reason. (e) Anticipatory Change in Control. If a Change in Control occurs and if the Executive's employment with Adtalem DeVry was terminated by Adtalem DeVry without Cause within six (6) months prior to the date such Change in Control occurred, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who had taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then Executive shall be deemed to have been involuntarily terminated by Adtalem DeVry without Cause during the Change in Control Period and shall be eligible to receive the monies and benefits under Section 9(a) rather than Section 8(d) of the Agreement. View More
Change in Control. (a) For purposes of this Option Agreement, unless otherwise defined in an agreement between the Company and the Optionee, a Change in Control shall be deemed to have occurred if: (i) a tender offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding voting securities of the Company, unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the a...ggregate by the stockholders of the Company (as of the time immediately prior to the commencement of such offer), any employee benefit plan of the Company or a Related Corporation, and their affiliates; (ii) the Company shall be merged or consolidated with another corporation, unless as a result of such merger or consolidation more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or a Related Corporation, and their affiliates; (iii) the Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company, unless as a result of such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or a Related Corporation and their affiliates; or (iv) a Person (as defined in the Plan) shall acquire 50% or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to the first acquisition of such securities by such person), any employee benefit plan of the Company or a Related Corporation, and their affiliates. (b) If, at any time, the Company shall effect a Change in Control transaction, then, on the date of the occurrence of such Change in Control transaction, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the "Acquiring Corporation"), may either assume the Company's rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiring Corporation's stock. In the event the Acquiring Corporation elects not to assume the Company's rights and obligations under the Option or substitute for the Option in connection with the Change in Control, and provided that the Optionee's Service has not terminated prior to such date, the Option shall immediately vest. Any vesting of the Option that was permissible solely by reason of this Section 7(b) shall be conditioned upon the consummation of the Change in Control. (c) Notwithstanding the foregoing, if Change in Control is defined in an agreement between the Company and the Optionee, then, with respect to such Optionee and the Option, Change in Control shall have the meaning ascribed to it in such agreement.View More
Change in Control. (a) For purposes of this Option Agreement, unless otherwise defined in an agreement between the Company and the Optionee, a Change in Control shall be deemed to have occurred if: (i) a tender offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding voting securities of the Company, unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the a...ggregate by the stockholders of the Company (as of the time immediately prior to the commencement of such offer), any employee benefit plan of the Company or a Related Corporation, its subsidiaries, and their affiliates; (ii) the Company shall be merged or consolidated with another corporation, unless as a result of such merger or consolidation more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or a Related Corporation, its subsidiaries, and their affiliates; (iii) the Company shall sell substantially all of its assets to another corporation that is not wholly owned by the Company, unless as a result of such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to such transaction), any employee benefit plan of the Company or a Related Corporation its subsidiaries and their affiliates; or (iv) a Person person (as defined in the Plan) below) shall acquire 50% or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Company (as of the time immediately prior to the first acquisition of such securities by such person), any employee benefit plan of the Company or a Related Corporation, its subsidiaries, and their affiliates. (b) If, at any time, the Company shall effect a Change in Control transaction, then, on the date of the occurrence of such Change in Control transaction, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the "Acquiring Corporation"), may either assume the Company's rights and obligations under the Option or substitute for the Option a substantially equivalent option for the Acquiring Corporation's stock. In the event the Acquiring Corporation elects not to assume the Company's rights and obligations under the Option or substitute for the Option in connection with the Change in Control, and provided that the Optionee's Service has not terminated prior to such date, the Option shall immediately vest. Any vesting of the Option that was permissible solely by reason of this Section 7(b) shall be conditioned upon the consummation of the Change in Control. (c) Notwithstanding the foregoing, if Change in Control is defined in an agreement between the Company and the Optionee, then, with respect to such Optionee and the Option, Change in Control shall have the meaning ascribed to it in such agreement. View More
Change in Control. Notwithstanding the provisions of Paragraph 3 above, or the provisions of any agreement between the Grantee and Company or any subsidiary that is in effect as of the date hereof, in the event of a Change in Control (as defined in the Employment Agreement) or Sale Event prior to the Vesting Date, (i) if, in connection with such Change in Control or Sale Event, this Award is not assumed or continued by the successor entity in such Change in Control or Sale Event or substituted with a new award of ...such successor (in accordance with the Plan), the Restricted Stock Units shall automatically become fully vested, subject to the provisions of the Plan, as of the effective time of such Change in Control or Sale Event, and (ii) if this Award is assumed or continued by the successor entity in such Change in Control or Sale Event or substituted with a new award of such successor subject to the provisions of the Plan, the Restricted Stock Units shall vest in accordance with Paragraphs 2 and 3 of this Agreement (as applicable), subject, in each case, to the terms of the Plan; provided, however, that if the Grantee's employment with the Company is terminated by the Company without Cause or the Grantee terminates his employment with the Company for Good Reason, in each case within the 18-month period following a Change in Control or Sale Event, subject to the Grantee signing of the Separation Agreement and the Separation Agreement becoming irrevocable, all within 60 days after the date of termination of employment, all Restricted Stock Units shall automatically become fully vested as of the Accelerated Vesting Date, provided that any termination or forfeiture of unvested Restricted Stock Units that could vest pursuant to the foregoing and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date. For the avoidance of doubt, if the offer of the Separation Agreement expires or if the Separation Agreement is timely executed but revoked, the 2 termination or forfeiture of unvested Restricted Stock Units shall occur effective upon such expiration or revocation.View More
Change in Control. Notwithstanding the provisions of Paragraph 3 above, or the provisions of any agreement between the Grantee Optionee and Company or any subsidiary that is in effect as of the date hereof, in the event of a Change in Control (as defined in the Employment Agreement) or Sale Event prior to the final Vesting Date, (i) if, in connection with such Change in Control or Sale Event, this Award is not assumed or continued by the successor entity in such Change in Control or Sale Event or substituted with ...a new award of such successor (in accordance with the Plan), the Restricted Stock Units Option its shall automatically become fully vested, vested and exercisable, subject to the provisions of the Plan, as of the effective time of such Change in Control or Sale Event, and (ii) if this Award is assumed or continued by the successor entity in such Change in Control or Sale Event or substituted with a new award of such successor subject to the provisions of the Plan, the Restricted Stock Units Option shall vest in accordance with Paragraphs 2 1 and 3 of this Agreement (as applicable), subject, in each case, to the terms of the Plan; provided, however, that if the Grantee's Optionee's employment with the Company is terminated by the Company without Cause or the Grantee Optionee terminates his employment with the Company for Good Reason, in each case within the 18-month period following a Change in Control or Sale Event, subject to the Grantee Optionee signing of the Separation Agreement and the Separation Agreement becoming irrevocable, all within 60 days after the date of termination of employment, all Restricted the Stock Units Option shall automatically become fully vested and exercisable as of the Accelerated Vesting Date, provided that any termination or 4 forfeiture of unvested Restricted Stock Units Option Shares that could vest pursuant to the foregoing and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date. For the avoidance of doubt, if the offer of the Separation Agreement expires or if the Separation Agreement is timely executed but revoked, the 2 termination or forfeiture of unvested Restricted Stock Units Option Shares shall occur effective upon such expiration or revocation. View More
Change in Control. In the event of a Change in Control (as defined in the Plan) the right to exercise this Option shall accelerate automatically and vest in full (notwithstanding the provisions of Section 2 above) effective as of immediately prior to the consummation of the Change in Control. If vesting of this Option will accelerate pursuant to the preceding sentence, the Administrator in its discretion may provide, in connection with the Change in Control transaction, for the purchase or exchange of this Option ...for an amount of cash or other property having a value equal to the difference (or "spread") between: (x) the value of the cash or other property that the Optionee would have received pursuant to the Change in Control transaction in exchange for the Shares issuable upon exercise of this Option had this Option been exercised immediately prior to the Change in Control, and (y) the aggregate Exercise Price for such Shares. If the vesting of this Option will accelerate pursuant to this subsection (a), then the Administrator shall cause written notice of the Change in Control transaction to be given to the Optionee not less than fifteen (15) days prior to the anticipated effective date of the proposed transaction.View More
Change in Control. In the event of a Change in Control (as defined in Section 2.7 of the Plan) Plan), the right to exercise this Option shall accelerate automatically and vest in full (notwithstanding the provisions of Section 2 above) effective as of immediately prior to the consummation of the Change in Control. If vesting of this Option will accelerate pursuant to the preceding sentence, the Administrator in its discretion may provide, in connection with the Change in Control transaction, for the purchase or ex...change of this Option for an amount of cash or other property having a value equal to the difference (or "spread") between: (x) the value of the cash or other property that the Optionee would have received pursuant to the Change in Control transaction in exchange for the Shares issuable upon exercise of this Option had this Option been exercised immediately prior to the Change in Control, and (y) the aggregate Exercise Price for such Shares. If the vesting of this Option will accelerate pursuant to this subsection (a), Section 8, then the Administrator shall cause written notice of the Change in Control transaction to be given to the Optionee not less than fifteen (15) days prior to the anticipated effective date of the proposed transaction. 9. Rights as Stockholder. The Optionee (or transferee of this Option by will or by the laws of descent and distribution) shall have no rights as a stockholder with respect to any Shares covered by this Option until such person has duly exercised this Option, paid the Exercise Price and become a holder of record of the Shares purchased. View More
Change in Control. In the event of a Change in Control, if the Award is (a) continued or assumed or (b) substituted or replaced with an award with respect to cash or shares of the acquirer in such Change in Control, in each case, with substantially equivalent terms and value as the Award (as applicable, "Assumed"), on the CIC Effective Date, and Grantee subsequently incurs a termination of employment covered by Section 5(d) of the CIC Severance Plan, any unvested Restricted Stock Units shall vest in full as of Gra...ntee's Date of Termination, subject to Grantee's execution and non-revocation of a Release within 60 days of Grantee's Date of Termination. If the Award is not Assumed on the CIC Effective Date, any unvested Restricted Stock Units shall vest in full on the CIC Effective Date.View More
Change in Control. In the event of a Change in Control, if the Award is (a) continued or assumed or (b) substituted or replaced with an award with respect to cash or shares of the acquirer in such Change in Control, in each case, with substantially equivalent terms and value as the Award Award; provided that the Committee, in its discretion, may choose to revise or eliminate any performance-based vesting conditions as it deems appropriate (as applicable, "Assumed"), on the CIC Effective Date, and Grantee subsequen...tly incurs a termination of employment covered by Section 5(d) of the CIC Severance Plan, Plan (without regard to whether Grantee is an Eligible Individual under the CIC Severance Plan), any unvested Restricted Performance Stock Units shall vest in full at the target performance level as of Grantee's Date of Termination, subject to Grantee's execution and non-revocation of a Release within 60 days of Grantee's Date 5 of Termination. If the Award is not Assumed on the CIC Effective Date, any unvested Restricted Performance Stock Units shall vest in full at the target performance level on the CIC Effective Date. Date and no further benefit or payment shall be provided in respect thereof. View More
Change in Control. In the event that the Company is subject to a Change in Control, any unvested portion of the Option outstanding as of immediately prior to the Change in Control shall vest in full as of the Change in Control.
Change in Control. In the event that the Company is subject to a Change in Control, any unvested portion of the Option Restricted Stock Units outstanding as of immediately prior to the Change in Control shall vest in full as of the Change in Control.
Change in Control. If, within 12 months of a Change in Control, your Service with the Company and its Affiliates is involuntarily terminated without Cause, or is voluntarily terminated by you for Good Reason (as defined below), and this Award (or a replacement therefor as contemplated by Section 12(b)(1) of the Plan) remains outstanding at the time of such termination, then any unvested portion of the Units (or replacement thereof) shall immediately become vested. For purposes of this Section 5, "Good Reason" mean...s any one or more of the following that occur without your prior written consent: (a) a material reduction in your base compensation, other than a reduction that is part of and proportionally consistent with a broad-based reduction in base compensation applicable to Company employees generally; (b) a material diminution in your authority, duties or responsibilities; (c) a material diminution in the authorities, duties or responsibilities of the supervisor to whom you are required to report, including a requirement that you report to a corporate officer or employee rather than to the Board or a committee thereof; (d) a material diminution in the budget over which you retain authority; (e) a change in the location of the Company facility or office where you are based to a location more than 50 miles from the Company facility or office where you were based immediately prior to the Change in Control; or (f) a material breach by the Company of any terms or conditions of this Agreement or any other agreement between you and the Company, which breach has not been cured by the Company within 15 days after written notice thereof to the Company from you. In addition to the foregoing, a termination shall be deemed to be for Good Reason only if you notify the Company within 60 days after the later of the occurrence of the event giving rise to Good Reason or your learning of such event, specifically describing such event, and the Company shall have failed to remedy the condition giving rise to such notice within 30 days after such notice has been given. 3 6. Withholding Taxes. The Company shall have the right to (i) withhold from any cash payment under the Plan or any other compensation owed to the Participant an amount sufficient to cover any required withholding taxes in connection with the vesting and settlement of Units subject to this Award, and (ii) require the Participant or other person receiving Shares under this Award to pay a cash amount sufficient to cover any required withholding taxes before actual receipt of those Shares. In lieu of all or any part of a cash payment from the Participant as provided above, the Committee may permit the Participant to cover all or any part of the required withholdings (up to the Participant's minimum required tax withholding rate or such other rate that will not trigger a negative accounting impact) through a reduction in the number of Shares delivered or a delivery or tender to the Company of Shares held by the Participant, in each case valued in the same manner as used in computing the withholding taxes under applicable laws.View More
Change in Control. If, within 12 months of a Change in Control, your Service with the Company and its Affiliates is involuntarily terminated without Cause, or is voluntarily terminated by you for Good Reason (as defined below), and this Award (or a replacement therefor as contemplated by Section 12(b)(1) of the Plan) remains outstanding at the time of such termination, then any unvested portion of the Units (or replacement thereof) shall immediately become vested. For purposes of this Section 5, "Good Reason" mean...s any one or more of the following that occur without your prior written consent: (a) a material reduction in your base compensation, other than a reduction that is part of and proportionally consistent with a broad-based reduction in base compensation applicable to Company employees generally; (b) a material diminution in your authority, duties or responsibilities; (c) a material diminution in the authorities, duties or responsibilities of the supervisor to whom you are required to report, including a requirement that you report to a corporate officer or employee rather than to the Board or a committee thereof; (d) a material diminution in the budget over which you retain authority; (e) a change in the location of the Company facility or office where you are based to a location more than 50 miles from the Company facility or office where you were based immediately prior to the Change in Control; or (f) a material breach by the Company of any terms or conditions of this Agreement or any other agreement between you and the Company, which breach has not been cured by the Company within 15 days after written notice thereof to the Company from you. In addition to the foregoing, a termination shall be deemed to be for Good Reason only if you notify the Company within 60 days after the later of the occurrence of the event giving rise to Good Reason or your learning of such event, specifically describing such event, and the Company shall have failed to remedy the condition giving rise to such notice within 30 days after such notice has been given. 3 6. Withholding Taxes. The In accepting this Award you agree to indemnify the Company and keep it so indemnified to the extent that it (or, if different your employer at the date a tax charge arises) is required to account for any income tax and/or employee's National Insurance contributions (or similar social security contributions arising in the U.K. or elsewhere) arising in relation to the issue or transfer to you of Shares pursuant to this Agreement ("Employee's Tax Liabilities"). For the purposes of such indemnity (but without prejudice to the right of the Company to enforce the indemnity in any other way) you agree that the Company (or if different your employer) shall have the right to (i) withhold from any cash payment under the Plan or any other compensation owed to the Participant you an amount sufficient to cover all or part of any required withholding taxes in connection with the vesting and settlement of Units subject to this Award, and Employee's Tax Liabilities, and/or (ii) require the Participant you or other person receiving Shares under this Award to pay a cash amount sufficient to cover all or part of any required withholding taxes Employee's Tax Liabilities before actual receipt of those Shares. In lieu of all or any part of a cash payment from the Participant you as provided above, the Committee may permit the Participant you to cover all or any part of the required withholdings (up to the Participant's minimum required tax withholding rate or such other rate that will not trigger a negative accounting impact) any Employee's Tax Liabilities through a reduction in sale of Shares to which you are beneficially entitled on vesting of the Units subject to this Award and for this purpose you appoint such relevant person as the Company may direct as your bare trustee and agent for the purposes of providing the Company with sufficient funds to recover all or part of any Employee's Tax Liabilities by receiving on trust or retaining on trust (as the case may be) (out of the total number of Shares delivered or to which you are beneficially entitled) the legal title to and selling such number of Shares as, in the reasonable opinion of the Company, is required to realise (after any tax and costs payable on such sale) a delivery or tender cash amount equivalent to the Employee's Tax Liabilities and to pay the amount realised to the Company of Shares held by (or as the Participant, in each case valued in the same manner as used in computing the withholding taxes under applicable laws. Company's may direct, your employer). View More
