Change in Control Contract Clauses (3,258)

Change in Control. In the event of a Change in Control, each Outside Director will fully vest in his or her outstanding Company equity awards that were granted to him or her while an Outside Director, as of immediately prior to the Change in Control, including any Option Award and RSU Award, provided that the Outside Director continues to be an Outside Director through the date of such Change in Control.5. Annual Compensation Limit. No Outside Director may be granted, in any Fiscal Year, Awards with values (based ...on their grant date fair value determined in accordance with U.S. GAAP) and be provided any other compensation (including without limitation any cash retainers or fees) in amounts that, in any Fiscal Year, in the aggregate, exceed $750,000, provided that such amount is increased to $1,000,000 in the Fiscal Year of his or her initial service as an Outside Director. Any Awards or other compensation provided to an individual (a) for his or her services as an Employee, or for his or her services as a Consultant other than as an Outside Director, or (b) prior to the Registration Date, will be excluded for purposes of this Section 5.6. Travel Expenses. Each Outside Director's reasonable, customary and properly documented travel expenses to meetings of the Board and any of its committees, as applicable, will be reimbursed by the Company.7. Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Policy, will adjust the number and class of shares of stock that may be delivered pursuant to Option Awards and RSU Awards and/or the number, class, and price of shares of stock covered by each outstanding Option Award and RSU Award. View More

Change in Control. Capitalized terms used in this Section 6 or in Section 7 but not otherwise defined in this Section 6 or in Section 7 shall have the meanings ascribed to them in Section 12. (a) Entitlement to Benefits upon Termination. Subject to Section 13 hereof, if during the Protection Period a Qualifying Termination of Executive's employment occurs, Bank shall pay to Executive the Change in Control benefits described in this Section 6. Change in Control benefits shall not be payable if Executive's employmen...t is terminated (i) for Cause, (ii) by Executive voluntarily without Good Reason or (iii) by reason of Disability. In addition, the Change in Control benefits shall not be payable if Executive's employment is terminated for any or no reason prior to or following the Protection Period. (b) Change in Control Payment and Benefits. Executive shall be entitled to receive a cash payment equal to two (2) times Executive's Base Salary in effect immediately prior to the date of termination (the "Change in Control Payment"), which shall be paid in twenty-four (24) equal monthly payments commencing on the first business day of the first month following the date of termination. Subject to Section 13 hereof, if a Qualifying Termination of Executive's employment occurs during the Protection Period, Bank shall maintain for the remaining duration of the Protection Period Executive's health insurance coverage under any applicable Employee Benefit Plans, including any insurance policy held by Bank, and pay Bank's portion of such coverage, with the intent of the parties being that Executive shall continue to receive such health insurance coverage for a period of twenty-four (24) months following a Change in Control. Subject to Section 13 hereof, Executive shall have the right to continue COBRA health insurance coverage at the end of the Protection Period. View More

Change in Control. In the event of a Change in Control following which the Common Stock will not continue to be listed for trading on a national securities exchange, the Committee shall arrange for the substitution for any unvested SARs with the grant of a replacement award (the "Replacement Award") to Participant of an option or stock appreciation right issued by the surviving or successor entity (or the ultimate parent thereof) in such Change in Control that meets all of the following criteria: (a) Such Replacem...ent Award shall be denominated in securities listed for trading following such Change in Control on a national securities exchange. (b) Such Replacement Award shall provide Participant with substantially the same economic value and benefits as provided by this SAR Agreement and the unvested SARs, including (i) an aggregate exercise or base price equal to the aggregate Base Price of the unvested SARs, (ii) an aggregate spread determined immediately after such Change in Control equal to the aggregate spread of the unvested SARs as determined immediately prior to such Change in Control, and (iii) a ratio of exercise price or base price to the fair market value of the stock subject to such Replacement Award, as determined immediately after the Change in Control, that is equal to the ratio of Base Price of the unvested SARs to the Fair Market Value of the Common Stock, as determined immediately prior to the Change in Control. Notwithstanding anything to the contrary contained herein, the substitution of the Replacement Award for the unvested SARs shall be done in a manner that complies with Section 409A of the Code. (c) Such Replacement Award shall vest on the earlier to occur of the date the SARs would otherwise have vested under the terms of this SAR Agreement and the third anniversary of the Grant Date, subject to Participant's continued employment with the surviving or successor entity (or a direct or indirect subsidiary or ultimate parent thereof) through such date; provided, however, that such Replacement Award will vest immediately if Participant's employment is terminated by the surviving or successor entity without Cause or by Participant for Good Reason, in either case at any time prior to the date of vesting of such Replacement Award. (d) Notwithstanding Section 13(c), such Replacement Award shall vest immediately prior to (i) any transaction with respect to the surviving or successor entity (or parent or subsidiary company thereof) of substantially similar character to a Change in Control, or (ii) the securities underlying such Replacement Award ceasing to be listed on a national securities exchange. 5 Upon such substitution the unvested SARs and this SAR Agreement shall terminate and be of no further force and effect; but if the Committee does not or cannot provide for a Replacement Award meeting all of the terms set forth above, any unvested SARs shall vest immediately prior to such Change in Control and the Participant shall be entitled to exercise the SARs and receive upon such exercise the consideration to which Participant would have been entitled in such Change in Control transaction as a holder of Common Stock had the SARs been exercised in accordance with Section 5 on the business day immediately preceding such Change in Control transaction. View More

Change in Control. Notwithstanding the foregoing, in the event that a Change in Control occurs prior to the end of the Performance Period, the Committee will determine the percentage of the Maximum Award that will be considered to be Earned LTIP Units by measuring the Index Relative Performance as of the date of the Change in Control. The Committee shall make such determination as soon as practicable following the date of the Change in Control but in no event more than sixty (60) days thereafter. Earned LTIP Units... will then be converted into time-based LTIP Units that will vest and be paid based on continued service through the relevant Vesting Date, subject to acceleration as set forth in Section 5 of Exhibit A. View More

Change in Control. Notwithstanding the Plan's provisions, if an Approved Transaction, Control Purchase, or Board Change (each a "Change in Control") occurs before the Option is fully exercisable and while you remain employed by the Company (or serve as a member of the Board) (without reference to the Additional Vesting Period, above), the Option will only have accelerated exercisability as a result of the Change in Control if within 12 months after the Change in Control, the Company terminates your employment with...out Cause, or, if you are a party to an employment agreement with the Company or a Subsidiary that permits you to resign for Good Reason, you resign for Good Reason. "Good Reason" has the meaning provided in your employment agreement with the Company (or a Subsidiary), if any. The Committee reserves its ability under Section 11.1(b) of the Plan to vary this treatment if the Committee determines there is an equitable substitution or replacement award in connection with a Change in Control. View More

Change in Control. Your Option is subject to the terms of any agreement governing a Change in Control involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and any contingent consideration.

Change in Control. Upon a Change in Control, the Option shall be treated in accordance with the provisions of Section 15.3.1 of the Plan. 2 NTD: This is the standard termination treatment currently used, but may be varied by the Committee. 2021 OMNIBUS INCENTIVE PLAN TERMS AND CONDITIONS OF STOCK OPTION AWARD The award of a non-statutory stock option (the "Award" or "Option") granted by Renovacor, Inc. (the "Company") to the Grantee specified in the Notice of Grant of Incentive Stock Option or Non-statutory Stock ...Option Award, as applicable (the "Notice") to which these Terms and Conditions of Stock Option Award (the "Terms") are attached, is subject to the terms and conditions of the Plan, the Notice, and these Terms. The terms and conditions of the Plan are incorporated by reference in their entirety into these Terms. The Notice and these Terms (including any exhibits or appendices) together constitute the "Agreement." A Prospectus describing the Plan has been delivered to the Grantee. The Plan itself is available upon request. When used in this Agreement, the terms which are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable). View More

Change in Control. In the event of a Change in Control, the RSUs will be treated in accordance with Section 11(c) of the Plan.

Change in Control. All vesting is subject to the Outside Director's continued service as a member of the Board through each applicable vesting date. Notwithstanding the foregoing, if an Outside Director remains in continuous service as a member of the Board until immediately prior to the: (a) the Outside Director's death, (b) the Outside Director's "Disability" (as defined in the Plan) or (c) the closing of a "Change in Control" (as defined in the Plan) (each an "Acceleration Event"), any unvested portion of any R...SU Award granted in consideration of such Outside Director's service as a member of the Board shall vest in full immediately prior to, and contingent upon, the applicable Acceleration Event. 4.Calculation of RSU Value. The "RSU Value" of a RSU Award to be granted under this policy will equal the number of Shares subject to the restricted stock unit award multiplied by the closing price of a Share on the grant date, or if the grant date is not a trading day, the closing price of a Share on the trading day immediately prior to the grant date. View More

Change in Control. (a) Upon a Change in Control prior to the expiration of the Performance Period, the Participant shall vest in a number of PRSUs on the Vest Date (the "CIC Eligible PRSUs"), subject to the Participant's continued Service through the Vest Date, or pursuant to Section 7(b), equal to: (i) if the Change in Control occurs within the first Measurement Period of the Performance Period, a number of PRSUs assuming target level of performance, and (ii) if the Change in Control occurs on or after completion... of the first Measurement Period of the Performance Period (x) with respect to the Relative TSR performance metric, actual performance through the last business day preceding the Change in Control (with the determination of actual performance made by the Committee) and (y) with respect to the Net Bookings and Operating Income performance metrics, actual performance for all completed Measurement Periods (with determinations of actual performance made by the Committee) and assumed performance at target for each remaining Measurement Period, and no other performance terms applicable to the PRSUs shall have any force or effect for purposes of determining the vesting of the PRSUs. (b) Notwithstanding any provision to the contrary in the Electronic Arts Inc. Change in Control Plan, as amended from time to time (the "CiC Plan"), or subsection (a) above, and subject to the timely execution, return, and non-revocation of a Severance Agreement and Release in substantially the form attached to Appendix I to the CiC Plan (which release must become effective within such period of time that will allow for the settlement of the PRSUs within the period prescribed in Section 3), the unvested CIC Eligible PRSUs shall automatically vest and be settled: (i) as of the effective date of the Change in Control if such Termination occurs during the three (3) months preceding the Change in Control or (ii) as of Participant's Termination Date if such Termination occurs during the time period beginning on the effective date of the Change in Control and ending on the eighteenth month after the effective date of the Change in Control; and A-3 provided further that the Termination is initiated by the Company without Cause or by Participant for Good Reason (as these terms are defined in the CiC Plan), and such Termination is made in connection with the Change in Control as determined by the Committee in its sole discretion.8. Section 280G Provision. If Participant, upon taking into account the benefit provided under the PRSUs and all other payments that would be deemed to be "parachute payments" within the meaning of Section 280G of the Code (collectively, the "280G Payments"), would be subject to the excise tax under Section 4999 of the Code, notwithstanding any provision of the PRSUs to the contrary, Participant's benefit under the PRSUs shall be reduced to an amount equal to (i) 2.99 times Participant's "base amount" (within the meaning of Section 280G of the Code), (ii) minus the value of all other payments that would be deemed to be "parachute payments" within the meaning of Section 280G of the Code (but not below zero); provided, however, that the reduction provided by this sentence shall not be made if it would result in a smaller aggregate after-tax payment to Participant (taking into account all applicable federal, state and local taxes including the excise tax under Section 4999 of the Code). Participant's benefit hereunder shall be reduced prior to any benefit owing to Participant under the CiC Plan may be reduced in the manner provided for in the CiC Plan. Unless the Company and Participant otherwise agree in writing, all determinations required to be made under this Section 8, and the assumptions to be used in arriving at such determinations, shall be made in writing in good faith by the accounting firm serving as the Company's independent public accountants immediately prior to the events giving rise to the payment of such benefits (the "Accountants"). For the purposes of making the calculations required under this Section 8, the Accountants may make reasonable assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 8. View More