Grouped Into 38 Collections of Similar Clauses From Business Contracts
This page contains Change of Control clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Change of Control. Except as set forth above, the provisions set forth in the Plan applicable to a Change of Control (as defined in the Plan) shall apply to the Performance Units, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan and is consistent with the requirements of section 409A of the Code.
Change of Control. Except as otherwise set forth above, in this Agreement, the provisions set forth in the Plan applicable to a Change of Control (as defined in the Plan) shall apply to the Performance Stock Units, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan and is consistent with the requirements of section 409A of the Code. Internal Revenue Code of 1986, as amended (the "Code").
Change of Control. Except as set forth above, the The provisions set forth in of the Plan applicable to a Change of Control (as defined in the Plan) shall apply to the Performance Units, Restricted Shares, and, in the event of a Change of Control, the Committee Board may take such actions as it deems appropriate pursuant to the Plan and is consistent with the requirements of section 409A of the Code. Plan.
Change of Control. Except as set forth above, the provisions set forth in the Plan applicable to a Change of Control (as defined in the Plan) shall apply to the Performance Units, Option, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan and is consistent with the requirements of section 409A of the Code.
Change of Control. If at any time beginning upon the date of this Warrant and ending on September 29, 2023 a Change of Control occurs, then this Warrant shall become immediately exercisable in accordance with its terms. For purposes hereof, a "Change of Control" shall mean a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company i...s in fact required to comply with that regulation, provided that, without limitation, such a change in control shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, acquires securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities; or (B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority; (C) the Company enters into a definitive agreement, the consummation of which would result in the occurrence of a change in control of the Company; or (D) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to it continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) of more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company's assets.View More
Change of Control. If at any time beginning upon In the date event of this Warrant and ending on September 29, 2023 a Change of Control occurs, then this Warrant shall become immediately exercisable in accordance with its terms. For purposes hereof, a "Change of Control" shall mean a change (as defined below) of control the Company that occurs prior to the termination of a nature that would be required this Agreement, the remaining balance of all cash payments and common stock payable to be reported in response to... Item 6(e) of Schedule 14A of Regulation 14A promulgated the Consultant under the Securities Exchange Act terms of 1934, this agreement will be accelerated so as amended (the "Exchange Act"), whether or not to become 300% payable of the remaining term. The Company shall issue to Consultant these shares of common stock on a basis with a value under the terms Section 4 above, based on a weighted average closing price of the month prior to a public disclosure of any change in control event. For purposes of this Section, "Change of Control" of the Company is in fact required to comply with that regulation, provided that, without limitation, such a change in control shall be deemed to have occurred if (A) defined as: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan Act of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions 1934, as their ownership of stock of the Company, amended) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange said Act), directly or indirectly, acquires including beneficial ownership consisting of preferred shares which may or may not be convertible, of securities of the Company representing 25% or more than 50% of the combined total voting power of represented by the Company's then outstanding voting securities; or (ii) a change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" will mean directors who either (A) are directors of the Company as of the date hereof, or (B) during any period of two consecutive years (not including any period prior are elected, or nominated for election, to the execution of this Agreement), individuals who at Board with the beginning of such period constitute the Board of Directors and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote affirmative votes of at least two-thirds a majority of the directors then still in office who either were directors Incumbent Directors at the beginning time of the period such election or nomination (but will not include an individual whose election or nomination for is in connection with an actual or threatened proxy contest relating to the election was previously so approved, cease for any reason of directors to constitute a majority; (C) the Company enters into a definitive agreement, Company); or (iii) the date of the consummation of which would result in the occurrence of a change in control of the Company; or (D) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, corporation that has been approved by the stockholders of the Company, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to it thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) of more than 50% fifty percent (50%) of the combined total voting power of represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company Company; or an agreement for (iv) the date of the consummation of the sale or disposition by the Company of all or substantially all the Company's assets. View More
Change of Control. If at any time beginning (a)Notwithstanding Section 11.2 of the Plan, upon the date of this Warrant and ending on September 29, 2023 a Change of Control occurs, then this Warrant shall become immediately exercisable in accordance with its terms. For purposes hereof, a "Change of Control" shall mean a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the ..."Exchange Act"), whether or not the Company is in fact required to comply with that regulation, provided that, without limitation, such a change in control shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, the Option granted hereunder shall immediately and fully vest and become fully exercisable. (b)"Change of Control" for the purposes of this Option, shall mean the earliest date on which: (i) any Person is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, acquires of securities of the Company representing 20% or more than 50% of the combined voting power of the Company's then outstanding securities; voting securities, other than through the purchase of voting securities directly from the Company through a private placement; or (B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), (ii) individuals who at the beginning of such period constitute the Board of Directors and on the date hereof (the "Incumbent Board") cease for any new reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election by the Board of Directors election, or nomination for election by the Company's stockholders shareholders, was approved by a vote of at least two-thirds of the directors then still in office who either were directors at comprising the beginning Incumbent Board shall from and after such election be deemed to be a member of the period Incumbent Board; or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority; (C) the Company enters into a definitive agreement, the consummation of which would result in the occurrence of a change in control of the Company; or (D) the stockholders of the Company approve -4- (iii) a merger or consolidation involving the Company or its stock, or an acquisition by the Company, directly or indirectly or through one or more subsidiaries, of another entity or its stock or assets in exchange for the stock of the Company with unless, immediately following such transaction less than 50% of the then outstanding voting securities of the surviving or resulting corporation or entity will be (or is) then beneficially owned, directly or indirectly, by all or substantially of the individuals and entities who were the beneficial owners of the Company's outstanding voting securities immediately prior to such transaction (treating, for purposes of determining whether the 50% continuity test is met, any other corporation, other than a merger or consolidation which would result in ownership of the voting securities of the surviving or resulting corporation or entity that results from a stockholder's ownership of the stock of, or their ownership interest in, the corporation or other entity with which the Company is merged or consolidated as not owned by persons who were beneficial owners of the Company's outstanding voting securities immediately prior to it continuing to represent (either the transaction). (iv) a tender offer or exchange offer is made and consummated by remaining outstanding a Person other than the Company for the ownership of 20% or by being converted into voting securities of the surviving entity) of more than 50% of the combined voting power of the voting securities of the Company then outstanding; or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (v) all or substantially all of the assets of the Company are sold or transferred to a Person as to which (a) the Incumbent Board does not have authority (whether by law or contract) to directly control the use or further disposition of such assets and (b) the financial results of the Company and such Person are not consolidated for financial reporting purposes. Anything else in this definition to the contrary notwithstanding, no Change of Control shall be deemed to have occurred by virtue of any transaction which results in the Participant, or a group of Persons which includes the Participant, acquiring more than 20% of either the combined voting power of the Company's assets. outstanding voting securities or the voting securities of any other corporation or entity which acquires all or substantially all of the assets of the Company, whether by way of merger, consolidation, sale of such assets or otherwise. View More
Change of Control. If at 6.1 Notwithstanding any time beginning upon the date other provision of this Warrant and ending on September 29, 2023 Agreement, if a Change of Control occurs, then (as defined below) occurs before the Vesting Date and the Employee has not previously forfeited the Employee's Performance Shares under Section 3, the Company shall, within 5 business days thereafter and subject to applicable tax withholding as provided for in Section 5, issue to the Employee a number of Performance Shares dete...rmined by multiplying the Target Share Amount by a fraction, the numerator of which is the number of days in the period starting on the first day of the Performance Period and ending on the date of the Change in Control and the denominator of which is the number of days in the Performance Period; provided, however, that if the Employee had a Termination of Employment due to Total Disability, Death or Retirement prior to the date of the Change in Control, the number of Performance Shares to be issued shall be equal to the Target Share Amount (as previously adjusted under Section 3.2). Amounts delivered or paid under this Warrant Section 6 shall become immediately exercisable be in accordance with its terms. satisfaction of any and all obligations of the Company to issue Performance Shares under this Agreement. 6.2 For purposes hereof, of this Agreement, a "Change Change of Control" Control shall mean a change of control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company is in fact required to comply with that regulation, provided that, without limitation, such a change in control shall be deemed to have occurred if (A) any "person" (as if: (a) Any "Person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act), other Act of 1934, as amended (the "Exchange Act") (other than a the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company Company, or a corporation any company owned, directly or indirectly, by the stockholders shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, acquires of securities of the Company representing 30% or more than 50% of the combined voting power of the Company's then outstanding securities; or (B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority; (C) the 7 (b) The Company enters into a definitive agreement, the consummation of which would result in the occurrence of a change in control of the Company; or (D) the stockholders of the Company approve completes a merger or other consolidation of the Company with any other corporation, company, other than (i) a merger or consolidation which would result results in the voting securities of the Company outstanding immediately prior to it thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) of 51% or more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, consolidation or the stockholders (ii) a merger or consolidation effected to implement a recapitalization of the Company approve a plan of complete liquidation (or similar transaction) in which no Person acquires more than 30% of the combined voting power of the Company's then outstanding securities; (c) The Company or an agreement for the completes a sale or disposition by the Company of all or substantially all of its assets; or (d) During any period of twelve months or less, individuals who at the Company's assets. beginning of such period constituted a majority of the Board cease for any reason to constitute a majority of the Board unless the nomination or election of such new directors was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. View More
Change of Control. (a) If, during the three (3) months prior to the public announcement of a proposed Change of Control, or at any time within twelve (12) months following a Change of Control, Rogers' employment is terminated by the Company for any reason other than Cause (including due to a Non-Renewal of the Term by the Company), or terminated by Rogers for Good Reason, Rogers shall be entitled to (i) the compensation and benefits outlined under Section 5(b) above, except that (A) the amount payable under Sectio...n 5(b)(i) shall be increased to two (2) times the sum of (I) Rogers' base salary as in effect on the date of termination and (II) the greater of (x) the average of the three (3) most recent annual Performance Bonuses received by Rogers preceding the date of his termination or (y) Rogers' target annual Performance Bonus in effect as of the date of his termination, (B) the amount payable under Section 5(b)(i) (as increased pursuant to Section 7(a)(i)(A) hereof) shall be paid, to the extent such amount is not subject to Section 409A, in a lump sum as soon as administratively practicable following the date the Release becomes nonrevocable in accordance with Section 5(b) but not later than the seventy-fourth (74th) day following Rogers' termination of employment (the "Exempt Amount") and (C) any amount payable under Section 5(b)(i) (as increased pursuant to Section 7(a)(i)(A) hereof) other than the Exempt Amount shall be paid in installments in accordance with Section 5(b), (ii) immediate vesting of all outstanding unvested equity awards issued under the 2008 Plan that would have vested based solely on the passage of time and continued employment, and (iii) immediate vesting of any outstanding unvested equity awards issued under the 2008 Plan that would have vested based on performance at the greater of target or actual performance through the date of the Change of Control. For purposes of the preceding sentence, the portion of the Exempt Amount resulting from application of the "two times/two year" exemption in Treas. Reg. 1.409A-1(b)(9)(iii) shall be allocated to scheduled installments under Section 5(b)(i) in reverse chronological order (beginning with the twenty-fourth (24th) month) until such exemption amount is exhausted. For the avoidance of doubt, vested equity awards issued under the 2008 Plan and held by Rogers as of the date of termination (including awards that vested upon Rogers' termination of employment pursuant to this Agreement) shall otherwise remain subject to the terms and conditions of the applicable award agreement(s) and the 2008 Plan. For purposes of this Agreement, a "Change of Control" shall have the same meaning as the term "Change of Control" set forth in the 2008 Plan. -5- (b) In the event of a Change of Control, Rogers shall be entitled to immediate vesting of fifty percent (50%) (which percentage shall be applied proportionally to each tranche of unvested equity awards scheduled to vest following the date of such Change of Control) of (i) all outstanding unvested equity awards issued under the 2008 Plan that would have vested based solely on the passage of time and continued employment and (ii) any outstanding unvested equity awards issued under the 2008 Plan that would have vested based on performance (determined using the greater of target or actual performance through the date of the Change of Control); provided, that if the applicable award agreement(s) provides for more favorable vesting treatment in the event of a Change of Control, the terms of the applicable award agreement shall apply and supersede this Section 7(b). For the avoidance of doubt, vested equity awards issued under the 2008 Plan and held by Rogers as of the date of a Change of Control (including awards that vested upon a Change of Control pursuant to this Agreement) shall otherwise remain subject to the terms and conditions of the applicable award agreement(s) and the 2008 Plan.View More
Change of Control. (a) If, during the three (3) months prior to the public announcement of a proposed Change of Control, or at any time within twelve (12) months following a Change of Control, Rogers' Waggoner's employment is terminated by the Company for any reason other than Cause (including due to a Non-Renewal of the Term by the Company), or terminated by Rogers Waggoner for Good Reason, Rogers Waggoner shall be entitled to (i) the compensation and benefits outlined under Section 5(b) above, except that (A) th...e amount payable under Section 5(b)(i) shall be increased to two (2) times the sum of (I) Rogers' base salary as in effect on the date of termination and (II) the greater of (x) the average of the three (3) most recent annual Performance Bonuses received by Rogers preceding the date of his termination or (y) Rogers' target annual Performance Bonus in effect as of the date of his termination, (B) the amount payable under Section 5(b)(i) (as increased pursuant to Section 7(a)(i)(A) hereof) shall be paid, to the extent such amount is not subject to Section 409A, in a lump sum as soon as administratively practicable following the date the Release becomes nonrevocable in accordance with Section 5(b) but not later than the seventy-fourth (74th) day following Rogers' Waggoner's termination of employment (the "Exempt Amount") and (C) (B) any amount payable under Section 5(b)(i) (as increased pursuant to Section 7(a)(i)(A) hereof) other than the Exempt Amount shall be paid in installments in accordance with Section 5(b), (ii) immediate vesting of all outstanding unvested equity awards issued under the 2008 Plan that would have vested based solely on the passage of time and continued employment, and (iii) immediate vesting of any outstanding unvested equity awards issued under the 2008 Plan that would have vested based on performance at the greater of target or actual performance through the date of the Change of Control. For purposes of the preceding sentence, the portion of the Exempt Amount resulting from application of the "two times/two year" exemption in Treas. Reg. 1.409A-1(b)(9)(iii) shall be allocated to scheduled installments under Section 5(b)(i) in reverse chronological order (beginning with the twenty-fourth (24th) month) until such exemption amount is exhausted. For the avoidance of doubt, vested equity awards issued under the 2008 Plan and held by Rogers Waggoner as of the date of termination (including awards that vested upon Rogers' Waggoner's termination of employment pursuant to this Agreement) shall otherwise remain subject to the terms and conditions of the applicable award agreement(s) and the 2008 Plan. For purposes of this Agreement, a "Change of Control" shall have the same meaning as the term "Change of Control" set forth in the 2008 Plan. -5- 5 (b) In the event of a Change of Control, Rogers Waggoner shall be entitled to immediate vesting of fifty percent (50%) (which percentage shall be applied proportionally to each tranche of unvested equity awards scheduled to vest following the date of such Change of Control) of (i) all outstanding unvested equity awards issued under the 2008 Plan that would have vested based solely on the passage of time and continued employment and (ii) any outstanding unvested equity awards issued under the 2008 Plan that would have vested based on performance (determined using the greater of target or actual performance through the date of the Change of Control); provided, that if the applicable award agreement(s) provides for more favorable vesting treatment in the event of a Change of Control, the terms of the applicable award agreement shall apply and supersede this Section 7(b). For the avoidance of doubt, vested equity awards issued under the 2008 Plan and held by Rogers Waggoner as of the date of a Change of Control (including awards that vested upon a Change of Control pursuant to this Agreement) shall otherwise remain subject to the terms and conditions of the applicable award agreement(s) and the 2008 Plan. View More
Change of Control. (a) Double Trigger Change of Control. Subject to Section 5(b) below, if, subsequent to receiving a Replacement Award, Participant's employment with the Company (or its successor in the Change of Control) is terminated on the date of the Change of Control or within the CIC Protection Period either by Participant for Good Reason or by the Company or successor (as applicable) other than for Cause, then the Replacement Award will vest and be paid out as follows: if at least one calendar year of perf...ormance during the Performance Period has been completed prior to the date of the Change of Control, the Shares shall be paid out based upon the Company's relative cumulative TSR positioning at the time of the Change of Control (without the final four quarter averaging applicable to the three-year Performance Period); otherwise, the Target Award payout level (100%) shall be used. Payment of the Shares shall be made as provided in Section 8. (b) Single Trigger Change of Control. Notwithstanding Section 5(a) above, if, upon a Change of Control, Participant does not receive a Replacement Award, then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable as of the date on which the Change of Control occurs; if at least one calendar year of performance during the Performance Period has been completed prior to the date of the Change of Control, the Shares shall be paid out based upon the Company's relative cumulative TSR positioning at the time of the Change of Control (without the final four quarter averaging applicable to the three-year Performance Period); otherwise, the Target Award payout level (100%) shall be used. Payment of the Shares shall be made as provided in Section 8; provided, however, if the Change of Control does not constitute a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as provided under Code Section 409A and the Treasury Regulations and other guidance promulgated or issued thereunder ("Section 409A", and any such transaction, a "Section 409A Change of Control"), and if the Award constitutes deferred compensation under Section 409A, then the right to the Shares subject to the Award shall vest as of the date of the Change of Control but the payout of the Shares under Section 8 shall not occur until after the Vesting Date or other payment date specified in Section 8. (c) Definition of "Cause". For purposes of this Section 5, "Cause" shall have the meaning ascribed to such term in the CIC Plan. If Participant is not a participant in the CIC Plan, Cause shall have the meaning in Section 7 of this Agreement. (d) Definition of "CIC Plan". For purposes of this Section 5, "CIC Plan" shall mean the Equifax Inc. Change in Control Severance Plan, if Participant is a participant in such plan, or such other agreement, if any, between Participant and the Company which provides for the payment and provision of severance benefits to Participant if Participant's employment is terminated under specified circumstances in connection with a change in control. (e) Definition of "CIC Protection Period". For purposes of this Section 5, "CIC Protection Period" shall mean the period of 24 months following the date of a Change of Control. 3 (f) Definition of "Good Reason". For purposes of this Section 5, "Good Reason" shall have the meaning ascribed to such term in the CIC Plan. If Participant is not a participant in the CIC Plan, any reference in this Agreement to a termination for Good Reason shall be inapplicable. (g) Definition of "Replacement Award". For purposes of this Section 5, a "Replacement Award" means an award that is granted as an assumption or replacement of the Award and that has similar terms and conditions and preserves the same benefits as the Award it is replacing.View More
Change of Control. (a) Double Trigger Change of Control. Subject to Section 5(b) 3(b) below, if, if subsequent to receiving a Replacement Award, Participant's employment with the Company (or its successor in the Change of Control) is terminated on the date of the Change of Control or within the CIC Protection Period either by Participant for Good Reason or by the Company or successor (as applicable) other than for Cause, then the Replacement Award entire number of Shares represented by the Option which have not ye...t become vested or been exercised or forfeited will vest become immediately vested and be paid out as follows: if at least one calendar year of performance during exercisable (the "Unexercised Portion"). If Participant's employment with the Performance Period has been completed prior to Company terminates after the date of the Change of Control, the Shares shall be paid out based upon the Company's relative cumulative TSR positioning at the time of on which the Change of Control (without occurs other than as a result of a termination by the final four quarter averaging applicable Company for Cause, then Participant (or, if applicable, Participant's estate or the person(s) to whom Participant's rights under this Agreement pass by will or the three-year Performance Period); otherwise, laws of descent and distribution) will have the Target Award payout level (100%) shall be used. Payment of right to exercise the Shares shall be made Unexercised Portion. Except as provided in Section 8. 2(d)(v)(B) above or Section 4 below, that right may be exercised until the earlier of the last day of the 60-month period following the termination of Participant's employment or the Expiration Date. (b) Single Trigger Change of Control. Notwithstanding Section 5(a) 3(a) above, if, upon a Change of Control, Participant does not receive a Replacement Award, then all unvested Shares subject the Unexercised Portion will become immediately vested and exercisable. Notwithstanding anything to the Award shall immediately become vested and nonforfeitable as of contrary in this Agreement, the date on which Committee, in its discretion, may terminate the Option upon a Change of Control occurs; if Control; provided, however, that at least one calendar year of performance during the Performance Period has been completed 30 days prior to the date of the Change of Control, the Shares shall Committee must notify Participant that the Option will be paid out based upon the Company's relative cumulative TSR positioning terminated and provide Participant, at the time election of the Committee, either (i) a cash payment equal to the difference between the Fair Market Value of the vested Options (including Options that would become vested upon the Change of Control (without the final four quarter averaging applicable to the three-year Performance Period); otherwise, the Target Award payout level (100%) shall be used. Payment of the Shares shall be made as provided in Section 8; provided, however, if the Change of Control does not constitute a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company as provided under Code Section 409A above) and the Treasury Regulations and other guidance promulgated or issued thereunder ("Section 409A", and any Exercise Price for such transaction, a "Section 409A Change of Control"), and if the Award constitutes deferred compensation under Section 409A, then the right to the Shares subject to the Award shall vest Options, computed as of the date of the Change of Control but the payout of the Shares under Section 8 shall not occur until and to be paid no later than three business days after the Vesting Date Change of Control, or other payment date specified in Section 8. (ii) the right to exercise all vested Options (including Options that would become vested upon the Change of Control as provided above) immediately prior to the Change of Control. (c) Definition of "Cause". For purposes of this Section 5, 3, "Cause" shall have the meaning ascribed to such term in the CIC Plan. If Participant is not a participant in the CIC Plan, Cause shall have the meaning in Section 7 5 of this Agreement. (d) Definition of "CIC Plan". For purposes of this Section 5, 3, "CIC Plan" shall mean the Equifax Inc. Change in Control Severance Plan, effective as of February 5, 2019, as may be amended from time to time, if Participant is a participant in such plan, or such other agreement, if any, between Participant and the Company which provides for the payment and provision of severance benefits to Participant if Participant's employment is terminated under specified circumstances in connection with a change in control. (e) Definition of "CIC Protection Period". For purposes of this Section 5, 3, "CIC Protection Period" shall mean the period of 24 months following the date of a Change of Control. 3 (f) Definition of "Good Reason". For purposes of this Section 5, 3, "Good Reason" shall have the meaning ascribed to such term in the CIC Plan. If Participant is not a participant in the CIC Plan, any reference in this Agreement to a termination for Good Reason shall be inapplicable. (g) Definition of "Replacement Award". For purposes of this Section 5, 3, a "Replacement Award" means an award that is granted as an assumption or replacement of the Award and that has similar terms and conditions and preserves the same benefits as the Award it is replacing. View More
Change of Control. Unless the BOARD or the COMMITTEE provides otherwise prior to a "Change of Control" (as such term is defined in the PLAN), upon a Change of Control, Section 9 of the PLAN shall govern the treatment of the AWARD. For the avoidance of doubt, the performance period under this AGREEMENT for purposes of Section 9(b) of the PLAN shall be the three-fiscal-year period ending January 28, 2023. Notwithstanding anything in Section 9(b) of the PLAN to the contrary, for all purposes under this AGREEMENT, in ...the event of a Change of Control in which fifty percent (50%) or more of the full PERFORMANCE PERIOD applicable to the AWARD has elapsed as of the date of the Change of Control, PARTICIPANT shall be entitled to a pro-rata payment, vesting or settlement of the AWARD based upon actual level of performance achieved by the COMPANY with respect to the PERFORMANCE GOAL for the full PERFORMANCE PERIOD, with such pro-ration to be based on the percentage of the PERFORMANCE PERIOD that has elapsed between the GRANT DATE and the date of the Change of Control. In the event of a Change of Control in which less than 4 fifty percent (50%) of the full PERFORMANCE PERIOD applicable to the AWARD has elapsed as of the date of the Change of Control, the PARTICIPANT shall be entitled to a pro-rata payment, vesting or settlement of the AWARD based upon a TARGET level of performance being achieved by the COMPANY with respect to the PERFORMANCE GOAL, with such pro-ration to be based on the percentage of the PERFORMANCE PERIOD that has elapsed between the GRANT DATE and the date of the Change of Control.View More
Change of Control. Unless the BOARD or the COMMITTEE provides otherwise prior to a "Change of Control" (as such term is defined in the PLAN), upon a Change of Control, Section 9 of the PLAN shall govern the treatment of the AWARD. For the avoidance of doubt, the performance period under this AGREEMENT for purposes of Section 9(b) of the PLAN shall be the three-fiscal-year period ending January 28, 2023. _________. Notwithstanding anything in Section 9(b) of the PLAN to the contrary, for all purposes under this AGR...EEMENT, in the event of a Change of Control in which fifty percent (50%) or more of the full PERFORMANCE PERIOD applicable to the AWARD has elapsed as of the date of the Change of Control, PARTICIPANT shall be entitled to a pro-rata payment, vesting or settlement of the AWARD based upon actual level of performance achieved by the COMPANY with respect to the PERFORMANCE GOAL for the full PERFORMANCE PERIOD, with such pro-ration to be based on the percentage of the PERFORMANCE PERIOD that has elapsed between the GRANT DATE and the date of the Change of Control. In the event of a Change of Control in which less than 4 fifty percent (50%) of the full PERFORMANCE PERIOD period applicable to the AWARD has elapsed as of the date of the Change of Control, the PARTICIPANT shall be entitled to a pro-rata payment, vesting or settlement of such AWARD based upon actual performance of each of the two performance goals. In the event of a Change of Control in which less than fifty percent (50%) of the performance period applicable to the AWARD has elapsed as of the date of the Change of Control, the PARTICIPANT shall be entitled to a pro-rata payment, vesting or settlement of such AWARD based upon a TARGET level of performance being achieved by the COMPANY with respect to the PERFORMANCE GOAL, with such pro-ration to be based on the percentage of each of the PERFORMANCE PERIOD that has elapsed between the GRANT DATE and the date of the Change of Control. two performance goals. View More
Change of Control. (a) Pursuant to Section 13.1(d) of the Plan, the following provisions of this section 5 of the Agreement shall supersede Sections 13.1(a), (b) and (c) of the Plan. Without any further action by the Committee or the Board, in the event of the Recipient's Involuntary Termination or Voluntary Termination with Cause which occurs (i) on or after a 409A Change of Control of Apache Corporation and (ii) prior to the end of the Performance Period, the Recipient shall become 100% vested as of the date of ...such Involuntary Termination or Voluntary Termination with Cause in the number of RSUs determined by applying the multiple of 1.00 to the Target Amount. Subject to section 12(b) of this Agreement, payment shall occur within thirty (30) days of the date of such Involuntary Termination or Voluntary Termination with Cause. 15 (b) In the event of a Recipient's Involuntary Termination or Voluntary Termination with Cause occurring on or after a 409A Change of Control of Apache Corporation which occurs after the end of the Performance Period, the Recipient shall become 100% vested in the Final Amount of RSUs as of the date of such Involuntary Termination or Voluntary Termination with Cause. Subject to section 13(d) of this Agreement, payment shall occur within thirty (30) days of the date of such Involuntary Termination or Voluntary Termination with Cause. (c) In the event of a 409A Change of Control of Apache Corporation following the Recipient's termination of employment by reason of Retirement after the first three (3) months of the Performance Period while the Recipient is continuing to vest pursuant to sections 3(b) or 4(c), the Recipient shall become 100% vested in the unvested Final Amount of RSUs as of the date of the 409A Change of Control. Subject to section 13(d) of this Agreement, payment shall occur within thirty (30) days of the 409A Change of Control.View More
Change of Control. (a) Pursuant to Section 13.1(d) of the Plan, the following provisions of this section 5 4 of the Agreement shall supersede Sections 13.1(a), (b) and (c) of the Plan. Without any further action by the Committee or the Board, in the event of the Recipient's Involuntary Termination or Voluntary Termination with Cause which occurs (i) on or after a 409A Change of Control of Apache Corporation and (ii) prior to the end of the Performance Period, the Recipient shall become 100% vested as of the date o...f such Involuntary Termination or Voluntary Termination with Cause in the number of RSUs determined by applying the multiple of 1.00 to the Target Amount. Subject to section 12(b) of this Agreement, payment shall occur within thirty (30) days of the date of such Involuntary Termination or Voluntary Termination with Cause. 15 (b) In the event of a Recipient's Involuntary Termination or Voluntary Termination with Cause occurring on or after a 409A Change of Control of Apache Corporation which occurs after the end that constitutes, with respect to Apache Corporation, a "change of ownership or effective control of the Performance corporation, or in the ownership of a substantial portion of the assets of the corporation" within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the "Code") and Treasury Regulations Section 1.409A-3(i)(5) (a "409A Change of Control") during the Vesting Period, the Recipient shall become 100% fully vested in the Final Amount of unvested RSUs granted to the Recipient pursuant to the Grant Notice as of the date of such his Involuntary Termination or Voluntary Termination with Cause. Subject to section 13(d) of this Agreement, payment shall occur within thirty (30) days of the date of such Involuntary Termination or Voluntary Termination with Cause. (c) In Further, in the event of a 409A Change of Control of Apache Corporation following the Recipient's termination of employment by reason of Retirement after the first three (3) months of the Performance Period while the Recipient is continuing to vest in the RSUs pursuant to sections section 3(b) or 4(c), of this Agreement, the Recipient shall become 100% fully vested in the unvested Final Amount of RSUs granted to the Recipient pursuant to the Grant Notice as of the date of the 409A Change of Control. Subject to section 13(d) 11(b) of this Agreement, payment shall occur within thirty (30) days following the date of such Involuntary Termination or Voluntary Termination with Cause (or, if the Recipient is continuing to vest pursuant to section 3(b) of this Agreement, the date of the 409A Change of Control. Control). View More
Change of Control. (a) Pursuant to Section 13.1(d) 13.1(c)(iii) and (d) of the Plan, the following provisions of this section 5 of the Agreement shall supersede Sections 13.1(a), (b) and (c) of the Plan. Without any further action by the Committee or the Board, in the event of the Recipient's Involuntary Termination or Voluntary Termination with Cause which occurs (i) on or after a 409A Change of Control of Apache Corporation and (ii) prior to the end of the Performance Period, the Recipient shall become 100% vest...ed as of the date of such Involuntary Termination or Voluntary Termination with Cause in the number of RSUs determined by applying the multiple of 1.00 to the Target Amount. Subject to section 12(b) of this Agreement, payment shall occur within thirty (30) days of the date of such Involuntary Termination or Voluntary Termination with Cause. 15 Cause, subject to required tax withholding. (b) In the event of a Recipient's Involuntary Termination or Voluntary Termination with Cause occurring on or after a 409A Change of Control of Apache Corporation which occurs after the end of the Performance Period, the Recipient shall become 100% vested in the Final Amount of RSUs as of the date of such Involuntary Termination or Voluntary Termination with Cause. Subject to section 13(d) 12(b) of this Agreement, payment shall occur within thirty (30) days of the date of such Involuntary Termination or Voluntary Termination with Cause. Cause, subject to required tax withholding. (c) In the event of a 409A Change of Control of Apache Corporation following the Recipient's termination of employment by reason of Retirement Retirement, after the first three (3) months of the Performance Period while and ending on the last day of the Vesting Period, the Recipient, shall become 100% vested in the unvested Final Amount of RSUs as of the date of the Change of Control. Subject to section 12(b) of this Agreement, payment shall occur within thirty (30) days of a 409A Change of Control 16 provided that if no 409A Change of Control occurs during the Performance Period, nor during the period of continued vesting as set forth in section 3(b) and 4(c) of this Agreement, then the Final Amount shall be paid by the Company to the Recipient who is continuing retired, within sixty (60) days of the vesting dates (in the applicable percentage amounts) set forth in section 2 of this Agreement, subject to vest pursuant required tax withholding. In the event of a Change of Control prior to sections 3(b) or 4(c), the Recipient's termination of employment by reason of Retirement and after the first three (3) months of the Performance Period and ending on the last day of the Vesting Period, the Recipient shall become 100% vested in the unvested Final Amount of RSUs as of the date that the Recipient terminates employment by reason of Retirement. For the 409A purpose of vesting as set forth in the prior sentence, a Recipient's Involuntary Termination or Voluntary Termination with Cause after a Change of Control. Control shall be deemed a termination by reason of Retirement. Subject to section 13(d) 12(b) of this Agreement, if the Recipient terminates employment by reason of Retirement after a Change of Control, the Recipient shall receive payment shall occur with respect to 100% of such Final Amount within thirty (30) sixty (60) days of the 409A Change vesting dates (in the applicable percentage amounts) as set forth in section 2 of Control. this Agreement, subject to required tax withholding. View More
Change of Control. (a) In the event of a change in control of Employer required to be reported under Item 6(e) of Schedule 14A of Regulation 14A of the Securities Exchange Act of 1934: (i) Employer may terminate Employee's employment only upon conclusive evidence of substantial and indisputable intentional personal malfeasance in office such as a conviction for embezzlement of Employer's funds; and (ii) Employee may terminate his employment at any time if there is a change in his general area of responsibility, ti...tle or place of employment, or if his salary or benefits are lessened or diminished. 6 (b) Following a change of control of Employer, in the event of any termination of Employee's employment either by Employee pursuant to Section 14(a)(ii) or by Employer under any circumstances other than involving conclusive evidence of substantial and indisputable intentional personal malfeasance in office, then: (i) Employee shall be promptly paid a lump sum payment equal to two times his current annual base salary plus two times the higher of the most recent annual bonus paid to him under the Annual Incentive Program or his target bonus amount under the Annual Incentive Program as of the date immediately prior to the change in control; (ii) Employee shall become 100% vested in all benefit plans in which he participates including but not limited to the Standex Retirement Savings Plan, the Management Stock Purchase Program and all restricted stock awards and performance share units granted under the 2018 Omnibus Incentive Program and any other stock-based awards of the Employer; and (iii) All life insurance and medical plan benefits covering the Employee and his dependents shall be continued at the expense of Employer for the one-year period following such termination as if the Employee were still an employee of the Employer. (iv) The benefits set forth in clauses (i) through (iii) above shall be conditioned upon the Employee's continued compliance with the provisions of Section 3 of this Agreement.View More
Change of Control. (a) In the event of a change in control of Employer required to be reported under Item 6(e) of Schedule 14A of Regulation 14A of the Securities Exchange Act of 1934: (i) Employer may terminate Employee's employment only upon conclusive evidence of substantial and indisputable intentional personal malfeasance in office such as a conviction for embezzlement of Employer's funds; and (ii) Employee may terminate his her employment at any time if there is a change in his her general area of responsibi...lity, title or place of employment, or if his her salary or benefits are lessened or diminished. 6 (b) Following a change of control of Employer, in the event of any termination of Employee's employment either by Employee pursuant to Section 14(a)(ii) 13(a)(ii) or by Employer under any circumstances other than involving conclusive evidence of substantial and indisputable intentional personal malfeasance in office, then: (i) Employee shall be promptly paid a lump sum payment equal to two one times his her current annual base salary plus two one times the higher of the Employee's then current target bonus or most recent annual bonus paid to him under the Annual Incentive Program or his target actual bonus amount under the Annual Incentive Program as of in effect on the date immediately prior to the change in control; (ii) Employee shall become 100% vested in all benefit plans in which he she participates including but not limited to the Management Savings Program portion of the Standex Retirement Savings Plan, the Management Stock Purchase Annual Incentive Program and all restricted stock awards grants and performance share units granted under the 2018 Omnibus Standex Long Term Incentive Program Program, or any successor plan of the Employer, and any other stock-based awards plans of the Employer; and (iii) All life insurance and medical plan benefits covering the Employee and his her dependents shall be continued at the expense of Employer for the one-year period following such termination as if the Employee were still an employee of the Employer. (iv) The benefits set forth in clauses (i) through (iii) above shall be conditioned upon the Employee's continued compliance with the provisions of Section 3 of this Agreement.View More
Change of Control. 7.1. Definition of Change of Control. As used herein, a "Change of Control" shall means: (a) the sale, transfer, or other disposition of all or substantially all of the Company's assets, (b) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction co...ntinue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (c) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing forty percent (40%) or more of the voting power of the then outstanding shares of capital stock of the Company. A transaction shall not constitute a Change of Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. 7.2. Change of Control Bonus. In the event of a Change of Control, the Company shall, within thirty (30) days after occurrence of the Change of Control, pay Executive a lump sum amount equal to Executive's then current annual Base Salary multiplied by two (2). 7.3. Benefit Plans Following a Change of Control. In the event of a Change of Control following which the Company (or the surviving entity) continues to employ Executive and the Company (or the surviving entity) offers benefit plans that are less favorable to Executive and Executive's eligible dependents than the Benefit Plans Executive and Executive's dependents had immediately prior to the Change of Control, the Company (or the surviving entity) will reimburse Executive for any expenses he incurs to independently acquire additional coverage under a third-party plan to cover such deficit in benefits for up to a one (1) year period. 7.4. Severance Payments Following a Change of Control. In the event of a Change of Control following which the Company (or the surviving entity) continues to employ Executive, in the event Executive's employment is terminated by the Executive pursuant to Section 5.5 (Termination for Good Reason) or by the Company (or the surviving entity) pursuant to Section 2 electing for any reason to not renew this Agreement, the Company (or the surviving entity) shall pay the Severance Payments to Executive in accordance with Section 6.3 above.View More
Change of Control. 7.1. Definition of Change of Control. As used herein, a "Change of Control" shall means: (a) the sale, transfer, or other disposition of all or substantially all of the Company's assets, (b) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction co...ntinue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (c) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing forty percent (40%) or more a majority of the voting power of the then outstanding shares of capital stock of the Company. A transaction shall not constitute a Change of Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction. 7.2. Change of Control Bonus. In the event of a Change of Control, the Company shall, within thirty (30) days after occurrence of the Change of Control, pay Executive a lump sum amount equal to Executive's then current annual Base Salary multiplied Salary. 7.3. Vesting Acceleration. In the event of a Change of Control, and notwithstanding the provisions of any Option Agreement to the contrary, immediately prior to such Change of Control, one hundred percent (100%) of the then unvested shares subject to each Option Agreement will fully vest and become fully exercisable, and any Company rights of repurchase of unvested shares with respect thereto will fully lapse, as of the closing date of the Change of Control. The Company shall also amend each Option Agreement to permit Executive to exercise the options provided by two (2). 7.3. each Option Agreement for a period of ten (10) years following the termination of Executive's employment. 6 7.4. Benefit Plans Following a Change of Control. In the event of a Change of Control following which the Company (or the surviving entity) continues to employ Executive and the Company (or the surviving entity) offers benefit plans that are less favorable to Executive and Executive's eligible dependents than the Benefit Plans Executive and Executive's dependents had immediately prior to the Change of Control, the Company (or the surviving entity) will reimburse Executive for any expenses he incurs to independently acquire additional coverage under a third-party plan to cover such deficit in benefits for up to a one (1) year period. 7.4. period up to a maximum of $12,000. 7.5. Severance Payments Following a Change of Control. In the event of a Change of Control following which the Company (or the surviving entity) continues to employ Executive, in the event Executive's employment is terminated by the Executive pursuant to Section 5.5 (Termination for Good Reason) or by the Company (or the surviving entity) pursuant to Section 2 electing for any reason to not renew this Agreement, Reason), the Company (or the surviving entity) shall pay the Severance Payments to Executive in accordance with Section 6.3 above. View More
Change of Control. (a) The terms of this Section 3 describe how a Change of Control during the Period of Restriction will affect your Restricted Units. If any of the events described in Section 2 occurs prior to a Change of Control, any applicable terms of Section 2 will supersede the terms of this Section 3. If a Change of Control occurs prior to any of the events described in Section 2, or subsequent to the events described in Section 2(a) or (c), this Section 3 will supersede the terms of Section 2. If any of t...he events described in Section 2(b), (e), or (f) occurs prior to a Change of Control, the terms of Section 2(b), (e), or (f) will supersede the terms of this Section 3. (b) Except as provided in Section 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Restricted Units will be due and payable in the form of cash equal to the number of your Restricted Units multiplied by the Change of Control Price. Any payment will be made at the time specified in Section 8. The terms of Section 2(g), except for Section 2(g)(2)(b), shall apply to such a payment, provided, however, that the Company or an Affiliate shall offer you the opportunity to certify as described in Section 2(g)(2)(a). (c) The terms of Section 3(b) will not apply to your Restricted Units if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Restricted Units pursuant to Section 15.2 of the Plan. Any such Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section 409A, to the extent such Code Section is applicable to your Restricted Units, and shall substantially replicate the terms of Section 2(g), except for Section 2(g)(2)(b), provided, however, that the Company or an Affiliate shall be required to offer you the opportunity to certify as described in Section 2(g)(2)(a).View More
Change of Control. (a) The terms of this Section 3 describe how a Change of Control during the Performance Period of Restriction will affect your Restricted Units. If any of the events described in Section 2 occurs prior to a Change of Control, any applicable terms of Section 2 will supersede the terms of this Section 3. Performance Shares. If a Change of Control occurs prior to any of the events described in Section 2, or subsequent to the events described in Section 2(a) or (c), this Section 3 will supersede the... terms of Section 2. If any of the events described in Section 2(b), (e), or (f) occurs prior to a Change of Control, the terms of Section 2(b), (e), or (f) will supersede the terms of this Section 3. (b) Except as provided in Section 3(c), and unless otherwise prohibited under law or by applicable rules of a national security exchange, if a Change of Control occurs, your Restricted Units Performance Shares will be due and payable in the form of cash equal to the number of your Restricted Units Performance Shares multiplied by the Change of Control Price. Any payment will be made at the time specified in Section 8. The terms of Section 2(g), except for Section 2(g)(2)(b), shall apply to such a payment, provided, however, that the Company or an Affiliate shall offer you the opportunity to certify as described in Section 2(g)(2)(a). (c) The terms of Section 3(b) will not apply to your Restricted Units Performance Shares if the Committee reasonably determines in good faith, prior to the Change of Control, that you have been granted an Alternative Award for your Restricted Units Performance Shares pursuant to Section 15.2 of the Plan. Any such Alternative Award shall not accelerate the timing of payment or otherwise violate Code Section 409A, to the extent such Code Section is applicable to your Restricted Units, 409A and shall substantially replicate the terms of Section 2(g), except for Section 2(g)(2)(b), provided, however, that the Company or an Affiliate shall be required to offer you the opportunity to certify as described in Section 2(g)(2)(a). 4 4. Nontransferability of Awards. Except as provided in Section 5 or as otherwise permitted by the Committee, you may not sell, transfer, pledge, assign or otherwise alienate or hypothecate any of your Performance Shares, and all rights with respect to your Performance Shares are exercisable during your lifetime only by you. View More
Change of Control. Upon a Change of Control (as defined in the Plan), the Option shall automatically accelerate and become fully vested and exercisable, provided that the Grantee is providing service to the Company on the date of such Change of Control.
Change of Control. Upon a Change of Control (as defined in the Plan), the Option shall automatically accelerate and become fully vested and exercisable, provided that the Grantee is employed by, or providing service to to, the Company Employer on the date of such Change of Control.
