Change of Control Contract Clauses (1,246)

Change of Control. Except as provided in the Summary of Grant, the provisions of the Plan applicable to a Change of Control shall apply to the right to receive the Company Stock issuable upon attainment of the Performance Goals and satisfaction of the Vesting Schedule set forth in the Summary of Grant, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan.

Change of Control. In the event of a Change of Control, as defined in the Plan, the number of Performance Shares shall vest pursuant to the terms of the Company's Change in Control Policy.

Change of Control. Notwithstanding any other provision of this Agreement, the Restricted Stock Units shall be subject to the Change of Control provisions set forth in Article XIV of the Plan.

Change of Control. In the event of a Change of Control (as defined below) which occurs prior to repayment in full of this Note, immediately prior to such Change of Control, the outstanding principal and any accrued but unpaid interest on this Note shall convert directly into common equity of the Company (or directly into proceeds paid to the holders of common equity in connection with the Change of Control) at a price per share that is 60% of the price per share of common equity paid at the Change of Control. The ...term "Change of Control" means (i) a sale of all or substantially all of the Company's assets other than to an Excluded Entity (as defined below), (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, limited liability company or other entity other than an Excluded Entity, or (iii) the consummation of a transaction, or series of related transactions, in which any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of all of the Company's then outstanding voting securities. Notwithstanding the foregoing, a transaction shall not constitute a Change of Control if its sole purpose is to (A) change the jurisdiction of the Company's organization, formation or incorporation, (B) create a holding company that will be owned in substantially the same proportions by the persons who hold the Company's securities immediately before such transaction, or (C) obtain funding for the Company in a financing that is approved by the Company's Board of [Managers/Directors]. An "Excluded Entity" means a corporation or other entity of which the holders of voting securities of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation's or other entity's voting securities outstanding immediately after such transaction. View More

Change of Control. Notwithstanding anything herein to the contrary, in the event of a Change in Control, treatment of the Restricted Stock units shall be governed by Section 14 of the Plan.

Change of Control. Notwithstanding anything in this Agreement to the contrary, upon a Change of Control where the Performance Stock Units are assumed, continued or substituted by the acquiring/surviving corporation, in the event of the Participant's involuntary termination of continuous Service without Cause within 12 months of the effective date of the Change of Control, the Target Performance Stock Units shall become vested as of the date of the Participant's involuntary termination of continuous Service without... Cause. In the event of a Change of Control in which the Performance Stock Units are not assumed, continued, or substituted by the acquiring/surviving corporation, the Target Performance Stock Units shall immediately vest in full as of the effective date of such Change of Control and the vested Performance Stock Units shall be settled in accordance with Section 3 of this Agreement. View More

Change of Control. 6.1 Acceleration of Vesting. [In the event of a Change of Control, notwithstanding any provision of the Plan or this Agreement to the contrary, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to the Option. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows the Participant the ability to participate in the Change of Control with respect to the shares of Common Stock re...ceived. OR Unless otherwise determined by the Administrator at the time of a Change of Control, a Change of Control shall have no effect on the Option.] 2 7. Adjustments. The shares of Common Stock subject to the Option may be adjusted or terminated in any manner as contemplated by Section 10 of the Plan. View More

Change of Control. If a Change of Control occurs, a successor to Textron shall either assume Textron's obligations with respect to the RSUs or replace this RSU award with a cash or equity-based award that materially preserves the RSU award's value and has vesting and payment schedules (including acceleration events) that are no less favorable to the executive than the schedule in effect immediately before the Change of Control. If this RSU award is not assumed or replaced in accordance with the immediately precedi...ng sentence, the RSUs shall be fully vested, non-forfeitable, and payable; provided that payment shall not be accelerated if accelerating payment would violate a requirement of Section 409A of the Internal Revenue Code. View More

Change of Control. Upon a Change of Control (as defined in the Plan), the RSUs shall accelerate and vest and shall be paid pursuant to Paragraph 2(b) above, provided that the Grantee is providing services the Company on the date of such Change of Control.

Change of Control. Notwithstanding anything contained in Section 9 of the Plan to the contrary: (a) If, prior to the Performance Period End Date (as defined in Exhibit A), a Change of Control occurs, to the extent the PSUs are outstanding immediately prior to such Change of Control, the PSUs shall be deemed earned assuming the Performance Criteria have been achieved at target levels and the number of Earned PSUs shall be equal to the number of PSUs subject to the Target Award. The Earned PSUs shall continue to ves...t based solely on time and shall vest on the Vesting Date, subject to your remaining in continuous employment through such date, except as otherwise provided in Section 4(b)-(d) below. (b) If (A) in connection with a Change of Control described in subsection (a) above the Earned PSUs are assumed or continued, or a new award is substituted for the Earned PSUs, by the acquiror or survivor (or an affiliate of the acquiror or survivor), (B) you remain continuously employed through the date of the Change of Control, and (C) your employment is terminated by the Company without Cause or by you for Good Reason, in either case, within eighteen (18) months following the Change of Control, the Earned PSUs will automatically vest in full upon such termination of employment. 1 (c) If, in connection with a Change of Control described in subsection (a) above, the Earned PSUs are not assumed or continued, or a new award is not substituted for the Earned PSUs, by the acquiror or survivor (or an affiliate of the acquiror or survivor), the Earned PSUs will automatically vest immediately prior to, but subject to the consummation of, the occurrence of such Change of Control and the Company shall deliver to you any shares in respect of Earned PSUs in a manner that will allow you to participate in the Change of Control on the same basis as other shareholders. (d) In the event a Change of Control occurs following a termination of your employment due to a Qualifying Retirement or your death and prior to the Performance Period End Date, (i) the PSUs shall become Earned PSUs as provided for in Section 4(a) above (prorated, for the avoidance of doubt, in accordance with Section 3 above (based on the original Performance Period, without regard to the Change of Control)), (ii) the Earned PSUs will automatically vest in full immediately prior to, but subject to the consummation of, the occurrence of such Change of Control, and (iii) the Company shall deliver to you any shares in respect of Earned PSUs in a manner that will allow you to participate in the Change of Control on the same basis as other shareholders. View More