Effect of Change in Control Clause Example with 29 Variations from Business Contracts
This page contains Effect of Change in Control clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Effect of Change in Control. 15.1 Unless otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary: (a) In the event of a Participant's termination of Continuous Service without Cause or for Good Reason during the 12-month period following a Change in Control, notwithstanding any provision of the Plan or any applicable Award Agreement to the contrary, all outstanding Options and Stock Appreciation Rights shall become immediately exercisable with respect to 100% of the shares subject... to such Options or Stock Appreciation Rights, and/or the Restricted Period shall expire immediately with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units as of the date of the Participant's termination of Continuous Service. 19 (b) With respect to Performance Share Awards and Cash Awards, in the event of a Change in Control, all incomplete Performance Periods in respect of such Awards in effect on the date the Change in Control occurs shall end on the date of such change and the Committee shall (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information then available as it deems relevant and (ii) cause to be paid to the applicable Participant partial or full Awards with respect to Performance Goals for each such Performance Period based upon the Committee's determination of the degree of attainment of Performance Goals or, if not determinable, assuming that the applicable "target" levels of performance have been attained, or on such other basis determined by the Committee. To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control with respect to the shares of Common Stock subject to their Awards. 15.2 In addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days' advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. In the case of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise Price in the case of a Stock Appreciation Right) that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor. 15.3 The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole.View More
Variations of a "Effect of Change in Control" Clause from Business Contracts
Effect of Change in Control. 15.1 8.1 Unless otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary: (a) In the event of a Participant's termination of Continuous Service without Cause or for Good Reason during the 12-month period following a Change in Control, notwithstanding any provision of the Plan or any applicable Award Agreement to the contrary, all outstanding Options and Stock Appreciation Rights shall become immediately exercisable with respect to 100% of the shares sub...ject to such Options or Stock Appreciation Rights, and/or the Restricted Period shall expire immediately with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units as of the date of the Participant's termination of Continuous Service. 19 (b) With respect to Performance Share Awards and Cash Awards, in the event of a Change in Control, all incomplete Performance Periods in respect of such Awards in effect on the date the Change in Control occurs shall end on the date of such change and the Committee shall (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information then available as it deems relevant and (ii) cause to be paid to the applicable Participant partial or full Awards with respect to Performance Goals for each such Performance Period based upon the Committee's determination of the degree of attainment of Performance Goals or, if not determinable, assuming that the applicable "target" levels of performance have been attained, or on such other basis determined by the Committee. To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control with respect to the shares of Common Stock subject to their Awards. 15.2 In addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days' advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. In the case of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise Price in the case of a Stock Appreciation Right) that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor. 15.3 Rights. 8.2 The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole. 7 9. Amendment of the Plan and Awards. 9.1 Amendment of Plan. The Board at any time, and from time to time, may amend or terminate the Plan. 9.2 Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees, Consultants and Directors with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to the nonqualified deferred compensation provisions of Section 409A of the Code and/or to bring the Plan and/or Awards granted under it into compliance therewith. 9.3 No Impairment of Rights. Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing. 9.4 Amendment of Awards. The Committee at any time, and from time to time, may amend the terms of any one or more Awards; provided, however, that the Committee may not affect any amendment which would otherwise constitute an impairment of the rights under any Award unless (a) the Company requests the consent of the Participant and (b) the Participant consents in writing. View More
Effect of Change in Control. 15.1 Unless Except to the extent otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary: (a) In in the event of a Participant's termination of Continuous Service without Cause or for Good Reason during the 12-month period following a Change in Control, notwithstanding any provision of the this Plan or any applicable Award Agreement to the contrary, with respect to all or any portion of a particular outstanding Award or Awards: (a) all of the then outs...tanding Options and Stock Appreciation Rights SARs shall immediately vest and become immediately exercisable with respect as of a time prior to 100% of the shares subject to such Options or Stock Appreciation Rights, and/or Change in Control; and (b) the Restricted Period shall expire immediately with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units as of the date of the Participant's termination of Continuous Service. 19 (b) With respect a time prior to Performance Share Awards and Cash Awards, in the event of a Change in Control, all incomplete Performance Periods in respect of such Awards in effect on the date the Change in Control occurs shall end on the date of such change and the Committee shall (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information then available as it deems relevant and (ii) cause to be paid to the applicable Participant partial or full Awards with respect to Performance Goals for each such Performance Period based upon the Committee's determination of the degree of attainment of Performance Goals or, if not determinable, assuming that the applicable "target" levels of performance have been attained, or on such other basis determined by the Committee. Control. To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transaction with respect to the shares of Common Stock subject to their Awards. 15.2 In addition, in the event 13 13. Amendments and Termination. (a) Amendment and Termination of a Change in Control, the Committee this Plan. The Board may in its discretion and upon amend, alter, suspend, discontinue, or terminate this Plan or any portion thereof at least 10 days' advance notice any time; provided, that (i) no amendment to the definition of Eligible Person in Section 2(o) shall be made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to this Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Common Stock may be listed or quoted); and, provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the prior written consent of the affected persons, cancel any outstanding Awards and pay Participant, holder or beneficiary. (b) Amendment of Award Agreements. The Committee may, to the holders thereof, in cash extent consistent with the terms of any applicable Award Agreement, waive any conditions or stock, rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any combination thereof, Award theretofore granted or the value associated Award Agreement, prospectively or retroactively; provided, however that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of such Awards based upon any Participant with respect to any Award theretofore granted shall not to that extent be effective without the price per share of Common Stock received or to be received by other shareholders consent of the Company in affected Participant; and, provided, further, that without stockholder approval, except as otherwise permitted under Section 11 of this Plan, (i) no amendment or modification may reduce the event. In the case Exercise Price of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise the Strike Price in the case of a Stock Appreciation Right) that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, any SAR, (ii) the Committee may not cancel the any outstanding Option or Stock Appreciation Right without SAR and replace it with a new Option or SAR, another Award or cash or take any action that would have the payment effect of consideration therefor. 15.3 The obligations treating such Award as a new Award for tax or accounting purposes and (iii) the Committee may not take any other action that is considered a "repricing" for purposes of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization stockholder approval rules of the Company, applicable securities exchange or upon any successor corporation inter-dealer quotation system on which the Common Stock are listed or organization succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole. quoted. 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Effect of Change in Control. 15.1 Unless Except to the extent otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary: (a) In in the event of a Participant's termination of Continuous Service without Cause or for Good Reason during the 12-month period following a Change in Control, notwithstanding any provision of the this Plan or any applicable Award Agreement to the contrary, with respect to all or any portion of a particular outstanding Options Award or Awards: (a) all of the t...hen outstanding Options, SARs and Restricted Stock Appreciation Rights Units held by an Eligible Director shall immediately vest and become immediately exercisable with respect as of a time prior to 100% of the shares subject to Change in Control by such Options or Stock Appreciation Rights, and/or Eligible Director (unless otherwise specified in any Award Agreement); (b) the Restricted Period of any Award to an Eligible Director shall expire immediately with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units as of a time prior to the date of the Participant's termination of Continuous Service. 19 (b) With respect to Performance Share Awards and Cash Awards, in the event of a Change in Control, all incomplete Control (including without limitation a waiver of any applicable Performance Goals); and (c) Performance Periods in respect of such Awards in effect on the date the Change in Control occurs shall end on the date of such change date, and the Committee shall (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information or other information then available as it deems relevant and (ii) cause the Participant to be paid to the applicable Participant receive partial or full payment of Awards with respect to Performance Goals for each such Performance Period based upon the Committee's determination of the degree of attainment of the Performance Goals or, if not determinable, Goals, or assuming that the applicable "target" levels of performance have been attained, attained or on such other basis determined by the Committee. To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) through (c) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transactions with respect to the shares of Common Stock Stocks subject to their Awards. 15.2 In addition, in the event 17 14. Amendments and Termination. (a) Amendment and Termination of a Change in Control, the Committee this Plan. The Board may in its discretion and upon amend, alter, suspend, discontinue, or terminate this Plan or any portion thereof at least 10 days' advance notice any time; provided, that (i) no amendment to the definition of Eligible Person in Section 2(q), Section 5(b), Section 11(b) or Section 14(b) (to the extent required by the proviso in such Section 14(b)) shall be made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to this Plan (including, without limitation, as necessary to comply with any rules or requirements of any national securities exchange or inter-dealer quotation system on which the Common Stocks may be listed or quoted or to prevent the Company from being denied a tax deduction under Section 162(m) of the Code); and, provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the prior written consent of the affected persons, cancel any outstanding Awards and pay Participant, holder or beneficiary. (b) Amendment of Award Agreements. The Committee may, to the holders thereof, in cash extent consistent with the terms of any applicable Award Agreement, waive any conditions or stock, rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any combination thereof, Award theretofore granted or the value associated Award Agreement, prospectively or retroactively; provided, however that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of such Awards based upon any Participant with respect to any Award theretofore granted shall not to that extent be effective without the price per share of Common Stock received or to be received by other shareholders consent of the Company in the event. In the case of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise Price in the case of a Stock Appreciation Right) that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor. 15.3 The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole. affected Participant. View More
Effect of Change in Control. 15.1 Unless Except to the extent otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary: (a) In agreement, in the event of a Participant's termination of Continuous Service without Cause or for Good Reason during the 12-month period following a Change in Control, notwithstanding any provision of the this Plan or any applicable Award Agreement to the contrary, with respect to all or any portion of a particular outstanding Award or Awards: (a) all of th...e then outstanding Options and Stock Appreciation Rights SARs shall immediately vest and become immediately exercisable with respect as of a time prior to 100% of the shares subject to such Options or Stock Appreciation Rights, and/or Change in Control; (b) the Restricted Period shall expire immediately with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units as of a time prior to the date of the Participant's termination of Continuous Service. 19 (b) With respect to Performance Share Awards and Cash Awards, in the event of a Change in Control, all incomplete Control (including without limitation a waiver of any applicable Performance Goals); (c) Performance Periods in respect of such Awards in effect on the date the Change in Control occurs shall end on the date of such change date, and the Committee shall (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information or other information then available as it deems relevant and (ii) cause the Participant to be paid to the applicable Participant receive partial or full payment of Awards with respect to Performance Goals for each such Performance Period based upon the Committee's determination of the degree of attainment of the Performance Goals or, if not determinable, Goals, or assuming that the applicable "target" levels of performance have been attained, attained or on such other basis determined by the Committee. To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) through (c) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transactions with respect to the shares of Common Stock Shares subject to their Awards. 15.2 In addition, in the event 15 14. Amendments and Termination. (a) Amendment and Termination of a Change in Control, the Committee this Plan. The Board may in its discretion and upon amend, alter, suspend, discontinue, or terminate this Plan or any portion thereof at least 10 days' advance notice any time; provided, that (i) no amendment to the definition of Eligible Employee in Section 2, Section 5(i), Section 11(c) or Section 14(b) (to the extent required by the proviso in such Section 14(b)) shall be made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to this Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Common Shares may be listed or quoted or to prevent the Company from being denied a tax deduction under Section 162(m) of the Code); and, provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the prior written consent of the affected persons, cancel any outstanding Awards and pay Participant, holder or beneficiary. (b) Amendment of Award Agreements. The Committee may, to the holders thereof, in cash extent consistent with the terms of any applicable Award agreement, waive any conditions or stock, rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any combination thereof, Award theretofore granted or the value associated Award agreement, prospectively or retroactively; provided, however that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of such Awards based upon any Participant with respect to any Award theretofore granted shall not to that extent be effective without the price per share of Common Stock received or to be received by other shareholders consent of the Company in affected Participant; and, provided, further, that without stockholder approval, except as otherwise permitted under Section 12 of this Plan, (i) no amendment or modification may reduce the event. In the case Exercise Price of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise the Strike Price in the case of a Stock Appreciation Right) that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, any SAR, (ii) the Committee may not cancel the any outstanding Option or Stock Appreciation Right without SAR and replace it with a new Option or SAR, another Award or cash or take any action that would have the payment effect of consideration therefor. 15.3 The obligations treating such Award as a new Award for tax or accounting purposes and (iii) the Committee may not take any other action that is considered a "repricing" for purposes of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization stockholder approval rules of the Company, applicable securities exchange or upon any successor corporation inter-dealer quotation system on which the Common Shares are listed or organization succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole. quoted. 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Effect of Change in Control. 15.1 Unless Except to the extent otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary: (a) In in the event of a Participant's termination of Continuous Service without Cause or for Good Reason during the 12-month period following a Change in Control, notwithstanding any provision of the this Plan or any applicable Award Agreement to the contrary, with respect to all or any portion of a particular outstanding Options Award or Awards: (a) all of the t...hen outstanding Options, SARs and Restricted Stock Appreciation Rights Units held by an Eligible Director shall immediately vest and become immediately exercisable with respect as of a time prior to 100% of the shares subject to Change in Control by such Options or Stock Appreciation Rights, and/or Eligible Director (unless otherwise specified in any Award Agreement); (b) the Restricted Period of any Award to an Eligible Director shall expire immediately with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units as of a time prior to the date of the Participant's termination of Continuous Service. 19 (b) With respect to Performance Share Awards and Cash Awards, in the event of a Change in Control, all incomplete Control (including without limitation a waiver of any applicable Performance Goals); and (c) Performance Periods in respect of such Awards in effect on the date the Change in Control occurs shall end on the date of such change date, and the Committee shall (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information or other information then available as it deems relevant and (ii) cause the Participant to be paid to the applicable Participant receive partial or full payment of Awards with respect to Performance Goals for each such Performance Period based upon the Committee's determination of the degree of attainment of the Performance Goals or, if not determinable, Goals, or assuming that the applicable "target" levels of performance have been attained, attained or on such other basis determined by the Committee. To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) through (c) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transactions with respect to the shares of Common Stock subject to their Awards. 15.2 In addition, in the event 14 14. Amendments and Termination. (a) Amendment and Termination of a Change in Control, the Committee this Plan. The Board may in its discretion and upon amend, alter, suspend, discontinue, or terminate this Plan or any portion thereof at least 10 days' advance notice any time; provided, that (i) no amendment to the affected persons, cancel definition of Eligible Person in Section 2(q), Section 5(b), Section 11(b) or Section 14(b) (to the extent required by the proviso in such Section 14(b)) shall be made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any outstanding Awards and pay tax or regulatory requirement applicable to this Plan (including, without limitation, as necessary to comply with any rules or requirements of any national securities exchange or inter-dealer quotation system on which the holders thereof, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share shares of Common Stock received may be listed or quoted or to be received by other shareholders prevent the Company from being denied a tax deduction under Section 162(m) of the Company in Code); and, provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the event. In the case rights of any Option Participant or Stock Appreciation Right with an exercise price (or SAR Exercise Price in any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the case prior written consent of a Stock Appreciation Right) that equals the affected Participant, holder or exceeds beneficiary. (b) Amendment of Award Agreements. The Committee may, to the price paid for a share of Common Stock in connection extent consistent with the Change in Control, terms of any applicable Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the Committee may cancel associated Award Agreement, prospectively or retroactively; provided, however that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the Option or Stock Appreciation Right rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the payment of consideration therefor. 15.3 The obligations consent of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole. affected Participant. 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Effect of Change in Control. 15.1 Unless otherwise Notwithstanding any provision specifically provided in an Award Agreement, notwithstanding Agreement or any provision of the this Plan to the contrary: (a) In the event of a Participant's termination of Continuous Service without Cause or for Good Reason during the 12-month period following a Change in Control, notwithstanding any provision of the Plan or any applicable Award Agreement to the contrary, all outstanding Options and Stock Appreciation Rights shall become immed...iately exercisable with respect to 100% of the shares subject to such Options or Stock Appreciation Rights, and/or the Restricted Period shall expire immediately with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units as of the date of the Participant's termination of Continuous Service. 19 (b) With respect to Performance Share Awards and Cash Awards, in the event of a Change in Control, Control: (a) the Committee may, in its sole discretion, accelerate the exercisability of any Option with respect to all incomplete or any portion of a particular outstanding Award or Awards, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability; 19 (b) the Committee may, in its sole discretion, cause the Restricted Period, with respect to all or any portion of a particular outstanding Award or Awards, to expire as of a time prior to the Change in Control (including without limitation a waiver of any applicable Performance Goals); (c) the Committee may, in its sole discretion, with respect to all or any portion of a particular outstanding Award or Awards, cause Performance Periods in respect of such Awards in effect on the date the Change in Control occurs shall to end on the such date of such change the Change in Control, and if the Committee Committee, at its sole discretion does take said action, the committee shall (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information or other information then available as it deems relevant and (ii) cause the Participant to be paid to the applicable Participant receive partial or full payment of Awards with respect to Performance Goals for each such Performance Period based upon the Committee's determination of the degree of attainment of the Performance Goals or, if not determinable, Goals, or assuming that the applicable "target" levels of performance have been attained, attained or on such other basis determined by the Committee. To the extent practicable, if any such actions are taken by the Committee Committee, in its sole discretion, under the immediately preceding clauses (a) and (b) through (c) such actions shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transactions with respect to the shares of Common Stock Shares subject to their Awards. 15.2 In addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days' advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. In the case of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise Price in the case of a Stock Appreciation Right) that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor. 15.3 The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole.View More
Effect of Change in Control. 15.1 Unless Except to the extent otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary: (a) In in the event of a Participant's termination of Continuous Service without Cause or for Good Reason during the 12-month period following a Change in Control, notwithstanding any provision of the this Plan or any applicable Award Agreement to the contrary, with respect to all or any portion of a particular outstanding Award or Awards: (a) all of the then outs...tanding Options and Stock Appreciation Rights SARs shall immediately vest and become immediately exercisable with respect as of a time prior to 100% of the shares subject to such Options or Stock Appreciation Rights, and/or Change in Control; (b) the Restricted Period shall expire immediately with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units as of a time prior to the date of the Participant's termination of Continuous Service. 19 (b) With respect to Performance Share Awards and Cash Awards, in the event of a Change in Control, all incomplete Control (including without limitation a waiver of any applicable Performance Goals); (c) Performance Periods in respect of such Awards in effect on the date the Change in Control occurs shall end on the date of such change date, and the Committee shall (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information or other information then available as it deems relevant and (ii) cause the Participant to be paid to the applicable Participant receive partial or full payment of Awards with respect to Performance Goals for each such Performance Period based upon the Committee's determination of the degree of attainment of the Performance Goals or, if not determinable, Goals, or assuming that the applicable "target" levels of performance have been attained, attained or on such other basis determined by the Committee. 14 To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) through (c) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transactions with respect to the shares of Common Stock Shares subject to their Awards. 15.2 In addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days' advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. In the case of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise Price in the case of a Stock Appreciation Right) that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor. 15.3 The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole.View More
Effect of Change in Control. 15.1 Unless Except to the extent otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary: (a) In in the event of a Participant's termination of Continuous Service without Cause or for Good Reason during the 12-month period following a Change in Control, notwithstanding any provision of the this Plan or any applicable Award Agreement to the contrary, with respect to all or any portion of a particular outstanding Award or Awards: (a) all of the then outs...tanding Options and Stock Appreciation Rights SARs shall immediately vest and become immediately exercisable with respect as of a time prior to 100% of the shares subject to such Options or Stock Appreciation Rights, and/or Change in Control; (b) the Restricted Period shall expire immediately with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units as of a time prior to the date of the Participant's termination of Continuous Service. 19 (b) With respect to Performance Share Awards and Cash Awards, in the event of a Change in Control, all incomplete Control (including without limitation a waiver of any applicable Performance Goals); (c) Performance Periods in respect of such Awards in effect on the date the Change in Control occurs shall end on the date of such change date, and the Committee shall (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information or other information then available as it deems relevant and (ii) cause the Participant to be paid to the applicable Participant receive partial or full payment of Awards with respect to Performance Goals for each such Performance Period based upon the Committee's determination of the degree of attainment of the Performance Goals or, if not determinable, Goals, or assuming that the applicable "target" levels of performance have been attained, attained or on such other basis determined by the Committee. To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) through (c) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transactions with respect to the shares of Common Stock Shares subject to their Awards. 15.2 In addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days' advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. In the case of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise Price in the case of a Stock Appreciation Right) that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor. 15.3 The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole.View More
Effect of Change in Control. 15.1 Unless Except to the extent otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary: (a) In in the event of a Participant's termination of Continuous Service without Cause or for Good Reason during the 12-month period following a Change in Control, notwithstanding any provision of the this Plan or any applicable Award Agreement to the contrary, with respect to all or any portion of a particular outstanding Award or Awards: (a) all of the then outs...tanding Options and Stock Appreciation Rights SARs shall immediately vest and become immediately exercisable with respect as of a time prior to 100% of the shares subject to such Options or Stock Appreciation Rights, and/or Change in Control; (b) the Restricted Period shall expire immediately with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units as of a time prior to the date of the Participant's termination of Continuous Service. 19 (b) With respect to Performance Share Awards and Cash Awards, in the event of a Change in Control, all incomplete Control (including without limitation a waiver of any applicable Performance Goals); (c) Performance Periods in respect of such Awards in effect on the date the Change in Control occurs shall end on the date of such change date, and the Committee shall (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information or other information then available as it deems relevant and (ii) cause the Participant to be paid to the applicable Participant receive partial or full payment of Awards with respect to Performance Goals for each such Performance Period based upon the Committee's determination of the degree of attainment of the Performance Goals or, if not determinable, Goals, or assuming that the applicable "target" levels of performance have been attained, attained or on such other basis determined by the Committee. To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) through (c) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transactions with respect to the shares of Common Stock subject to their Awards. 15.2 In addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days' advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. In the case of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise Price in the case of a Stock Appreciation Right) that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor. 15.3 The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole.View More
Effect of Change in Control. 15.1 Unless Except to the extent otherwise provided in an Award Agreement, notwithstanding any provision of the Plan to the contrary: (a) In agreement, in the event of a Participant's termination of Continuous Service without Cause or for Good Reason during the 12-month period following a Change in Control, notwithstanding any provision of the this Plan or any applicable Award Agreement to the contrary, with respect to all or any portion of a particular outstanding Award or Awards: (a) all of th...e then outstanding Options and Stock Appreciation Rights SARs shall immediately vest and become immediately exercisable with respect as of a time prior to 100% of the shares subject to such Options or Stock Appreciation Rights, and/or Change in Control; (b) the Restricted Period shall expire immediately with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock Units as of a time prior to the date of the Participant's termination of Continuous Service. 19 (b) With respect to Performance Share Awards and Cash Awards, in the event of a Change in Control, all incomplete Control (including without limitation a waiver of any applicable Performance Goals); (c) Performance Periods in respect of such Awards in effect on the date the Change in Control occurs shall end on the date of such change date, and the Committee shall (i) determine the extent to which Performance Goals with respect to each such Performance Period have been met based upon such audited or unaudited financial information or other information then available as it deems relevant and (ii) cause the Participant to be paid to the applicable Participant receive partial or full payment of Awards with respect to Performance Goals for each such Performance Period based upon the Committee's determination of the degree of attainment of the Performance Goals or, if not determinable, Goals, or assuming that the applicable "target" levels of performance have been attained, attained or on such other basis determined by the Committee. To the extent practicable, any actions taken by the Committee under the immediately preceding clauses (a) and (b) through (c) shall occur in a manner and at a time which allows affected Participants the ability to participate in the Change in Control transactions with respect to the shares of Common Stock subject to their Awards. 15.2 In addition, in the event of a Change in Control, the Committee may in its discretion and upon at least 10 days' advance notice to the affected persons, cancel any outstanding Awards and pay to the holders thereof, in cash or stock, or any combination thereof, the value of such Awards based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. In the case of any Option or Stock Appreciation Right with an exercise price (or SAR Exercise Price in the case of a Stock Appreciation Right) that equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option or Stock Appreciation Right without the payment of consideration therefor. 15.3 The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to all or substantially all of the assets and business of the Company and its Affiliates, taken as a whole.View More
