Change of Control Contract Clauses (1,246)

Change of Control. In the event of a Change of Control, with respect to any equity awards granted to Employee by the Company during the twelve (12) month period occurring immediately prior to the date of the Change of Control that, as of the Change of Control, are outstanding and, but for this Section 3, would be subject to achievement of performance-based vesting conditions (other than continued service), but excluding any performance-based restricted stock unit granted to Employee as a "New Employee Grant" as re...ferenced in the offer letter between Employee and the Company dated June 22, 2019 (such performance-based awards other than the "New Employee Grant," the "Performance Awards"), (a) any portion of such Performance Awards for which the performance period is ongoing as of the date of the Change of Control (the "Eligible Portion") will be shortened to a date determined by the Board or Committee, in its sole discretion, that occurs shortly before the date of the Change of Control (up to ten (10) days prior to the date of the Change of Control), (b) the Board or Committee, in its sole discretion, will determine the extent to which the applicable performance criteria for such shortened performance period, prorated or otherwise appropriately adjusted to reflect the shortened performance period, have been achieved, (c) the Eligible Portion will vest as of immediately prior to the Change of Control to the extent that such applicable performance criteria have been met, and (d) any remaining portion of the Performance Awards that has not vested prior to the Change of Control will terminate. View More

Change of Control. In the event of a Change of Control (as defined in Section 2.7 of the Plan), the following provisions shall apply: (a) In the event of a Change of Control in which the Company is the surviving entity or in which the Company's successor assumes the Company's obligations under this Agreement, or if the RSUs are otherwise equitably converted or substituted, and if Team Member subsequently incurs a Termination of Service within two (2) years following the date of such Change of Control either (i) by... the Company for any reason other than Cause or (ii) by Team Member for Good Reason (as the terms "Cause" and "Good Reason" are defined in the Company's applicable Change of Control Plan Document, the provisions of which are incorporated herein by reference), then an additional percentage of the RSUs will become non-forfeitable (i.e., "vest") as of the date of the Termination of Service, with such additional percentage determined by multiplying (i) the incremental percentage of the RSUs that has not yet vested and that would have become vested pursuant to the schedule in Section 1 on the next anniversary date if Team Member had not incurred a Termination of Service, by (ii) the ratio of the number of months since the immediately preceding anniversary date (or since the Grant Date, if the Termination of Service occurs prior to ______________ (one year from date of grant)) through the Termination of Service to 12. Partial months of employment will be counted as full months for purposes of this proration calculation. (b) In the event of a Change of Control in which the Company's successor does not assume the Company's obligations under this Agreement, or the RSUs are not otherwise equitably converted or substituted, then an additional percentage of the RSUs will become non-forfeitable as of the date of the Change of Control, with such additional percentage determined by multiplying (i) the incremental percentage of the RSUs that has not yet vested and that would have become vested pursuant to the schedule in Section 1 on the next anniversary date if the Change of Control had not occurred, by (ii) the ratio of the number of months since the immediately preceding anniversary date (or since the Grant Date, if the Change of Control occurs prior to _________________ (one year from date of grant)) through the date of the Change of Control to 12. Partial months will be counted as full months for purposes of this proration calculation. View More

Change of Control. Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if a Change of Control occurs before the Fourth Anniversary Date and before your service on the Board as a Director terminates, then all remaining Forfeiture Restrictions applicable to the Restricted Stock Units shall immediately lapse immediately prior to the effective time of the Change of Control.

Change of Control. In the event of a Change of Control, the Performance Period shall be deemed to end upon the closing of the Change of Control for purposes of determining the Company's Stock Price Performance and the NASDAQ Composite Index Performance and the number of Market Stock Units that are Calculated Market Stock Units will be determined in accordance with the Performance Matrix and Section 1 of this Exhibit A. The Participant shall vest in the number of Calculated Market Stock Units determined based on th...e preceding sentence as follows: (a) if Participant's employment is terminated without Cause or for Good Reason (as such terms are defined in Participant's individual employment agreement with the Company) within eighteen months following the occurrence of a Change of Control, then 100% of his or her unvested Calculated Market Stock Units will fully vest, provided the Participant executes and does not revoke a release of claims as provided for in Participant's employment agreement (as a necessary condition to the receipt of severance thereunder). (b) in accordance with Section 1 of this Exhibit A, the Administrator shall not be entitled to eliminate or reduce the number of Calculated Market Stock Units determined in accordance with Section 1of Exhibit A following a Change of Control. View More

Change of Control. 4.1 In the event of a termination of Employee's employment hereunder by the Company with or without Cause or by Employee with or without Good Reason, within twelve (12) months following a Change of Control, (i) the Company will promptly pay Employee, in lieu of the amounts required under Section 5.2(b) and in addition to the amounts required under Sections 3.4, 3.5 and 5.2(a), a severance amount, payable in a lump sum immediately upon the later of such termination of employment or Employee's exe...cution of a Release in the form attached as Exhibit A, equal to (A) twelve (12) months base compensation, plus (B) an amount equal to the prior year bonus, and (ii) any unvested Stock Options held by Employee shall vest in full. 4.2 As used herein, a "Change of Control" of the Company shall mean any of the following: (i) the acquisition by any person(s) (individual, entity or affiliated or unaffiliated group) in one or a series of transactions (including, without limitation, issuance of shares by the Company or through merger of the Company with another entity) of direct or indirect record or beneficial ownership of 50% or more of the voting power with respect to matters put to the vote of the shareholders of the Company and, for this purpose, the terms "person" and "beneficial ownership" shall have the meanings provided in Section 13(d) or 14(d) of the Securities Exchange Act of 1934 or related rules promulgated by the Securities and Exchange Commission; (ii) the commencement of or public announcement of an intention to make a tender or exchange offer for more than 50% of the then outstanding Shares of the common stock of the Company; (iii) a sale of all or substantially all of the assets of the Company; or (iv) the Board, in its sole and absolute discretion, determines that there has been a sufficient change in the stock ownership of the Company to constitute a change in control of the Company. Notwithstanding the foregoing, the following acquisitions shall not constitute a "Change of Control": (1) any capital raised by the Company (not used for a redemption of outstanding shares); (2) the closing of any transaction that in good faith may be reasonably characterized as an acquisition of another entity by the Company rather than the other way around; or (3) any acquisition of the Company or its shares by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company. -2- 4.3 If Employee is a "specified employee" for purposes of Section 409 of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent any amounts required to be paid pursuant to this Agreement constitute "non-qualified deferred compensation" for purposes of Section 409A, payment thereof shall be delayed until the day after the first to occur of (i) the day which is six months from the Termination Event (as defined below) and (ii) the date of Employee's death, with any delayed amounts being paid in a lump sum on such date and any remaining payments being made in the normal course. For purposes of this Agreement, the terms "terminate," "terminated" and "termination" mean a termination of Employee's employment that constitutes a "separation from service" within the meaning of the default rules under Section 409A. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. View More

Change of Control. The term "Change of Control" under this Agreement shall mean (i) a sale of substantially all of the assets of the Corporation, not in the ordinary course, to an unaffiliated third party; or (ii) the transfer, in one transaction or a series of transactions, to an unaffiliated third party of outstanding shares of capital stock of the Corporation representing a majority of the then outstanding voting capital stock of the Corporation; or (iii) a majority of the members of the Board of Directors ceas...ing to be composed of individuals who either were members of the Board immediately following the 2014 Annual Meeting of Shareholders of the Corporation, or whose election to the Board was approved by a majority of such incumbent directors or their approved successors, (iv) a merger or consolidation of the Corporation having the same effect as item (i), (ii) or (iii) above, or (iv) any other event of a nature that would be required to be reported as a change of control in item 5.01 of Form 8-K under the Securities Exchange Act of 1934, as amended (or any successor provision thereto). If Employee remains employed through the effective date of a Change of Control, effective on the date of such Change of Control, this Agreement shall automatically renew so that the expiration date will be three years from the date of the Change of Control; C. If Employee's employment with the Corporation is terminated either by the Corporation without Cause or by the Employee with Good Reason, within eighteen (18) months following a Change of Control, in addition to the payments and benefits provided in Section 11.A, all of Employee's unvested and outstanding equity awards shall automatically vest effective immediately prior to such termination of employment. In addition to any other compensation afforded herein, provided that Employee is actively employed by the Corporation as of the consummation of a Change of Control, Employee shall be entitled to a transaction bonus consistent with the terms of the Corporation's Executive Management Transaction Bonus Plan, which Plan shall be approved by the Corporation's Compensation Committee. Receipt of a transaction bonus shall not prejudice any other rights Employee may have under this Section or Section 11.A. The amounts due under this Section shall not be reduced by any amounts paid to Employee under any policy or plan of insurance, including but not limited to unemployment, disability, or life. Any combination of MONMOUTH REAL ESTATE INVESTMENT CORPORATION and UMH PROPERTIES, INC. shall not be considered a Change of Control under this Section. View More

Change of Control. (a) For purposes of this Agreement, unless the Board of Directors of the Company determines otherwise, a "Change of Control" of the Company shall be deemed to have occurred at such time as: (i) any "person" (as the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than Richard E. Uihlein or an affiliate thereof, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of ...voting securities of the Company representing more than 50% of the Company's outstanding voting securities or rights to acquire such securities, except for any voting securities issued or purchased under any employee benefit plan of the Company or its subsidiaries; (ii) a plan of reorganization, merger, consolidation, sale of all or substantially all of the assets of the Company or similar transaction is approved or occurs or is effectuated pursuant to which the Company is not the resulting or surviving entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated only upon receipt of all required regulatory approvals not including the lapse of any required waiting periods; or (iii) a plan of liquidation of the Company is adopted and completed or an agreement for the sale or liquidation of the Company is approved and completed. (b) If, within the period ending twelve (12) months after the date of a Change of Control (the "Change Period"), Executive's employment with the Company is (i) terminated without Cause by the Company (or by the acquiring or successor business entity following a Change of Control), or (ii) terminated for Good Reason by Executive, the Company shall pay to Executive (A) Executive's Base Salary accrued through the date of termination, to the extent not theretofore paid, (B) reimbursement of any unreimbursed expenses, (C) a portion of the amount of the Performance Bonus equal to the maximum amount of the Performance Bonus multiplied by a fraction, (X) the numerator of which shall be the number of days elapsed from the beginning of the calendar year in which such termination occurs and (Y) the denominator of which shall be the total number of days in the calendar year in which such termination occurs (being 365 in a full year and 305 in 2020) and (D) an amount equal to twelve (12) months of Executive's Base Salary, payable in a lump sum no later than thirty (30) days following such termination. Upon any such Change of Control, Executive's unvested options to purchase shares of the Company's common stock shall be one hundred percent (100%) vested, but shall otherwise continue to be governed by the terms and conditions of the Stock Option Agreement and any related stock option plan. 5 (c) Notwithstanding the foregoing, if, in connection with a transaction that technically meets, or may meet, the definition of Change of Control as set forth in Section 9(a) above, Executive's employment by the Company or a successor to the Company is terminated, but Executive is immediately re-hired as an employee of a successor to the Company or surviving company in such a transaction in a comparable position, with the same or greater total annual cash compensation, including bonus potential, and with an employment agreement containing substantially equivalent provisions as this Agreement with respect to termination of the Executive and severance, no benefits shall be payable to Executive under Section 9(b). View More

Change of Control. A "Change of Control" shall be deemed to have occurred if, after the Effective Date, (i) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of securities representing more than 50% of the combined voting power of the Company is acquired by any "person" as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities und...er an employee benefit plan of the Company), (ii) the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of the Company's assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition. Notwithstanding anything herein to the contrary, the issuance of additional equity from numerous sources in connection with a capital raise by the Company shall not be a Change of Control. However, if a single investor or small group of related investors acting in one or a series of transactions, provide capital so as to take control of the Company (more than 50%), it shall be a change of control. For example, if a private equity firm(s) or a strategic investor invest significant capital into the Company resulting in their equity being in excess of 50%, it shall be a change of control. (a) If a Change of Control, as defined above, occurs during the term of this Agreement, all unvested stock options/grants of the Executive shall vest in full, and the Executive shall be paid a change of control payment equal to three times his current minimum Base Salary plus minimum Target Bonus upon the closing of the Change of Control transaction. Upon the closing of a Change of Control event, and the aforementioned payment, this Agreement shall terminate. View More