Treatment of Restricted Stock Units Upon a Change in Control Clause Example with 4 Variations from Business Contracts
This page contains Treatment of Restricted Stock Units Upon a 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.
Treatment of Restricted Stock Units Upon a Change in Control. (a) Notwithstanding Section 1 of this Exhibit A, in the event (x) of a Change in Control that occurs during the Participant's employment and prior to the end of the Performance Period or Extended Performance Period, as applicable, and (y) the Board determines, in its sole discretion after consultation with Participant, that the Company is on track (as of a date prior to the Change in Control) to achieve either the Adjusted EBITDA Threshold or the Adjusted EBITDA Target for the year of such Chang...e in Control (subject to the ROIC Multiple, as determined by the Board in good faith), the Board shall vest (and the restrictions thereon shall immediately lapse), to the extent outstanding and unvested at such time, at least a number of unvested Restricted Stock Units equal to the Specified Number (as defined below) on the date of the Change in Control, solely based on Participant's continued employment with the Company through such Change in Control (and without regard to the conditions set forth in Section 1 of this Exhibit A). Any remaining unvested Restricted Stock Units that do not become vested pursuant to the preceding sentence (if any) shall immediately be forfeited to the Company by the Participant for no consideration as of the Change in Control unless otherwise determined by the Committee. (b) For purposes of this Exhibit A, the term "Specified Number" shall mean a pro-rata portion equal to (x) the number of Restricted Stock Units that would have been earned at the end of the fiscal year in which a Change in Control occurs, in accordance with Section 1 of this Exhibit A, based solely on the Board's determination of performance as set forth in Section 2(a) of this Exhibit A, multiplied by (y) a fraction (i) the numerator of which is the number of days elapsed in the applicable fiscal year through the date of the Change in Control and (ii) the denominator of which is 365 (or 366, as applicable).View More
Variations of a "Treatment of Restricted Stock Units Upon a Change in Control" Clause from Business Contracts
Treatment of Restricted Stock Units Upon a Change in Control. (a) Notwithstanding Section 1 of this Exhibit A, in the event (x) of a Change in Control that occurs during the Participant's employment and prior to the end of the Performance Period or Extended Performance Period, as applicable, and (y) the Board determines, in its sole discretion after consultation with Participant, that the Company is on track (as of a date prior to the Change in Control) to achieve either the Adjusted EBITDA Threshold or the Adjusted EBITDA Target for the year of such Chang...e in Control (subject to the ROIC Multiple, as determined by the Board in good faith), the Board shall vest (and the restrictions thereon shall immediately lapse), to the extent outstanding and unvested at such time, at least a number of unvested Restricted Stock Units equal to the Specified Number (as defined below) on the date of the first anniversary of the Change in Control, solely based on Participant's continued employment with the Company through such Change in Control date (and without regard to the conditions set forth in Section 1 of this Exhibit A). Any remaining unvested Restricted Stock Units that remain eligible to vest, after taking this Section 2(a) into account, that do not become vested pursuant to the preceding sentence (if any) shall remain outstanding and eligible to vest in accordance with the terms hereof, subject to adjustments permitted by the Plan; provided, that, to the extent this Award is not assumed or substituted on terms no less favorable than set forth herein the cash value (as of the date of the Change in Control) of any such unvested Restricted Stock Units that would have otherwise been eligible to vest but for the Change in Control shall vest on the first anniversary of the date of the Change in Control (the "Unvested Value"), solely based on Participant's continued employment with the Company through such date. For the avoidance of doubt, except as set forth in Section 2(b) hereof, no Restricted Stock Units shall be eligible to vest on or following a Change in Control until the first anniversary of such Change in Control. (b) Notwithstanding anything to the contrary in Section 9 of the Plan, in the event of (i) Participant's Termination by the Company other than for Cause (or due to death or Disability) or (ii) Participant's Termination by the Participant for Good Reason, in each case, in the twelve (12) months immediately following a Change in Control, to the extent outstanding and unvested at such time, the Specified Number set forth in Section 2(c) hereof and/or the Unvested Value, if applicable, shall vest as of such Termination. Any remaining unvested Restricted Stock Units (including any assumed or substituted awards) or the Unvested Value that do not become vested pursuant to the preceding sentence (if any) shall immediately be forfeited to the Company by the Participant for no consideration as of the Change date of such Termination. For purposes of this Exhibit A, "Good Reason" shall mean without Participant's consent, (i) a material diminution in Control unless otherwise determined Participant's title, duties, or responsibilities, (ii) a material reduction in Participant's base salary (other than an across the board reduction, applicable to other senior executives of the Company), or (iii) the relocation of Participant's principal place of employment by more than fifty (50) miles from the Committee. (b) Participant's current location; provided that the Participant must provide the Company fifteen (15) days' written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the Participant's knowledge (whether actual or constructive, including, without limitation, knowledge that Executive would have reasonably obtained after making due and appropriate inquiry) of such event. During such fifteen (15) day notice period, the Company Appendix A – 4 shall have a cure right (if curable), and if not cured within such period, the Participant's termination will be effective upon the expiration of such cure period. (c) For purposes of this Exhibit A, the term "Specified Number" shall mean a pro-rata portion number of unvested Restricted Stock Units equal to (x) 0% to 100% of the number unvested Restricted Stock Units, based on the Committee's determination, and the Board's approval, in good faith, that the Company is on track (as of a date prior to the Change in Control) to achieve (based on the Company's trailing twelve months EBITDA and the price paid per share of Common Stock in connection with the Change in Control) either the Core EBITDA Threshold/Growth EBITDA Threshold or the Core EBITDA Target/Growth EBITDA Target or Growth Units Targets, as applicable, plus (y) the difference between (i) the amount of Restricted Stock Units that would have been earned at vested on the end of the fiscal year in which a Change in Control occurs, next Vesting Date based on actual performance in accordance with Section 1 1(b) hereof, if any, less (ii) the amount of this Exhibit A, based solely on Restricted Stock Units that the Board's determination of performance as set forth Board vests in Section 2(a) of this Exhibit A, multiplied by (y) a fraction (i) accordance with clause (x) hereof, if any; provided that such amount shall not be less than zero. Notwithstanding the numerator of which is the number of days elapsed foregoing, in the event of Participant's Termination prior to next applicable fiscal year through the date of the Vesting Date following a Change in Control and (ii) Control, the denominator Specified Number shall not include the additional vesting of which is 365 (or 366, as applicable). any Restricted Stock Units pursuant to clause (y) immediately above. View More
Treatment of Restricted Stock Units Upon a Change in Control. (a) Notwithstanding Section 1 of this Exhibit A, in the event (x) of a Change in Control that occurs during the Participant's employment and prior to the end of the Performance Period or Extended Performance Period, as applicable, and (y) the Board determines, in its sole discretion after consultation with Participant, that the Company is on track (as of a date prior to the Change in Control) to achieve either the Adjusted EBITDA Threshold or the Adjusted EBITDA Target for the year of such Chang...e in Control (subject to the ROIC Multiple, as determined by the Board in good faith), the Board shall vest (and the restrictions thereon shall immediately lapse), to the extent outstanding and unvested at such time, at least a number of unvested Restricted Stock Units equal to the Specified Number (as defined below) on the date of the first anniversary of the Change in Control, solely based on Participant's continued employment with the Company through such Change in Control date (and without regard to the conditions set forth in Section 1 of this Exhibit A). Any remaining unvested Restricted Stock Units that remain eligible to vest, after taking this Section 2(a) into account, that do not become vested pursuant to the preceding sentence (if any) shall remain outstanding and eligible to vest in accordance with the terms hereof, subject to adjustments permitted by the Plan; provided, that, to the extent this Award is not assumed or substituted on terms no less favorable than set forth herein the cash value (as of the date of the Change in Control) of any such unvested Restricted Stock Units that would have otherwise been eligible to vest but for the Change in Control shall vest on the first anniversary of the date of the Change in Control (the "Unvested Value"), solely based on Participant's continued employment with the Company through such date. For the avoidance of doubt, except as set forth in Section 2(b) hereof, no Restricted Stock Units shall be eligible to vest on or following a Change in Control until the first anniversary of such Change in Control. (b) Notwithstanding anything to the contrary in Section 9 of the Plan, in the event of (i) Participant's Termination by the Company other than for Cause (or due to death or Disability) or (ii) Participant's Termination by the Participant for Good Reason, in each case, in the twelve (12) months immediately following a Change in Control, to the extent outstanding and unvested at such time, the Specified Number set forth in Section 2(c) hereof and/or the Unvested Value, if applicable, shall vest as of such Termination. Any remaining unvested Restricted Stock Units (including any assumed or substituted awards) or the Unvested Value that do not become vested pursuant to the preceding sentence (if any) shall immediately be forfeited to the Company by the Participant for no consideration as of the Change date of such Termination. For purposes of this Exhibit A, "Good Reason" shall mean without Participant's consent, (i) a material diminution in Control unless otherwise determined Participant's title, duties, or responsibilities, (ii) a material reduction in Participant's base salary (other than an across the board reduction, applicable to other senior executives of the Company), or (iii) the relocation of Participant's principal place of employment by more than fifty (50) miles from the Committee. (b) Participant's current location; provided that the Participant must provide the Company fifteen (15) days' written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within sixty (60) days of the Participant's knowledge (whether actual or constructive, including, without limitation, knowledge that Executive would have reasonably obtained after making due and appropriate inquiry) of such event. During such fifteen (15) day notice period, the Company shall have a cure right (if curable), and if not cured within such period, the Participant's termination will be effective upon the expiration of such cure period. (c) For purposes of this Exhibit A, the term "Specified Number" shall mean a pro-rata portion number of unvested Restricted Stock Units equal to (x) 0% to 100% of the number unvested Restricted Stock Units, based on the Committee's determination, and the Board's approval, in good faith, that the Company is on track (as of a date prior to the Change in Control) to achieve (based on the Company's trailing twelve months EBITDA and the price paid per share of Common Stock in connection with the Change in Control) either the Adjusted EBITDA Threshold or the Adjusted EBITDA Target (subject to the ROIC Multiple, as determined by the Committee in good faith) plus (y) the difference between (i) the amount of Restricted Stock Units that would have been earned at vested on the end next Vesting Date based on actual performance in accordance Appendix A – 3 with Section 1(b) hereof, if any, less (ii) the amount of Restricted Stock Units that the fiscal year Board vests in which accordance with clause (x) hereof, if any; provided that such amount shall not be less than zero. Notwithstanding the foregoing, in the event of Participant's Termination prior to next applicable Vesting Date following a Change in Control occurs, in accordance with Section 1 Control, the Specified Number shall not include the additional vesting of this Exhibit A, based solely on the Board's determination of performance as set forth in Section 2(a) of this Exhibit A, multiplied by any Restricted Stock Units pursuant to clause (y) a fraction (i) the numerator of which is the number of days elapsed in the applicable fiscal year through the date of the Change in Control and (ii) the denominator of which is 365 (or 366, as applicable). immediately above. View More
Treatment of Restricted Stock Units Upon a Change in Control. (a) Notwithstanding Section Sections 1 and 2 of this Exhibit A, in the event (x) of a Change in Control that occurs during the Participant's employment and prior to the end of the Performance Period or Extended Performance Period, as applicable, and (y) the Board determines, in its sole discretion after consultation with Participant, that the Company is on track (as of a date prior to the Change in Control) to achieve either the Adjusted EBITDA Threshold or the Adjusted EBITDA Target for the yea...r of such Change in Control (subject to the ROIC Multiple, as determined by the Board in good faith), the Board shall vest (and the restrictions thereon shall immediately lapse), Normal Vesting Date, to the extent outstanding and unvested at such time, at least a number of unvested Restricted Stock Units equal to the Specified Number (as defined below) shall remain outstanding and shall vest (and the restrictions thereon shall immediately lapse) on the later of (x) the last day of the Performance Period and (y) the date of the Change in Control, solely based on Participant's continued employment with the Company through such Change in Control date (and without regard to the conditions set forth in Section Sections 1 and 2 of this Exhibit A). Any remaining unvested Restricted Stock Units that do not become vested pursuant to the preceding sentence (if any) shall immediately be forfeited to the Company by the Participant for no consideration as of the Change in Control unless otherwise determined by last day of the Committee. Performance Period. (b) For purposes of this Exhibit A, the term "Specified Number" shall mean mean: (A) in the event a pro-rata portion equal Change in Control occurs at any time prior to (x) the completion of the Performance Period, the actual number of Restricted Stock Units that would have been earned at the end of the fiscal year in which a Change in Control occurs, in accordance with Section 1 of this Exhibit A, A based solely on the Board's Committee's good-faith determination of performance as set forth the Actual Performance Percentages for the portion of Performance Period that has elapsed through the date of the Change in Section 2(a) of this Exhibit A, multiplied by (y) Control (the "Partial Period") measured against an adjusted Adjusted EBITDA Target and ROIC Target which shall be pro-rated based on a fraction (i) the numerator of which is the number of days elapsed in the applicable fiscal year through the date of the Change in Control Partial Period and (ii) the denominator of which is 365 (or 366, the number of days in the Performance Period (such resulting number of Restricted Stock Units, the "Pro-Rata Actual Performance Amount"); and (B) in the event a Change in Control occurs at any time after the completion of the Performance Period but before the Normal Vesting Date, the Total Earned Amount or the Adjusted Total Earned Amount, as applicable). applicable. View More
Treatment of Restricted Stock Units Upon a Change in Control. (a) Notwithstanding Section 1 of this Exhibit A, in the event (x) of a Change in Control that occurs during the Participant's employment and prior to the end of the Performance Period or Extended Performance Period, as applicable, and (y) the Board determines, in its sole discretion after consultation with Participant, that the Company is on track (as of a date prior to the Change in Control) to achieve either the Adjusted EBITDA Threshold or the Adjusted EBITDA Target for the year of such Chang...e in Control (subject to the ROIC Multiple, as determined by the Board in good faith), the Board shall vest (and the restrictions thereon shall immediately lapse), to the extent outstanding and unvested at such time, at least a number of unvested Restricted Stock Units equal to the Specified Number (as defined below) on the date of the first anniversary of the Change in Control, solely based on Participant's continued employment with the Company through such Change in Control date (and without regard to the conditions set forth in Section 1 of this Exhibit A). Any remaining unvested Restricted Stock Units that remain eligible to vest, after taking this Section 2(a) into account, that do not become vested pursuant to the preceding sentence (if any) shall remain outstanding and eligible to vest in accordance with the terms hereof, subject to adjustments permitted by the Plan; provided, that, to the extent this Award is not assumed or substituted on terms no less favorable than set forth herein the cash value (as of the date of the Change in Control) of any such unvested Restricted Stock Units that would have otherwise been eligible to vest but for the Change in Control shall vest on the first anniversary of the date of the Change in Control (the "Unvested Value"), solely based on Participant's continued employment with the Company through such date. For the avoidance of doubt, except as set forth in Section 2(b) hereof, no Restricted Stock Units shall be eligible to vest on or following a Change in Control until the first anniversary of such Change in Control. (b) Notwithstanding anything to the contrary in Section 9 of the Plan, in the event of (i) Participant's Termination by the Company other than for Cause (or due to death or Disability) or (ii) Participant's Termination by the Participant for Good Reason, in each case, in the twelve (12) months immediately following a Change in Control, to the extent outstanding and unvested at such time, the Specified Number set forth in Section 2(c) hereof and/or the Unvested Value, if applicable, shall vest as of such Termination. Any remaining unvested Restricted Stock Units (including any assumed or substituted awards) or the Unvested Value that do not become vested pursuant to the preceding sentence (if any) shall immediately be forfeited to the Company by the Participant for no consideration as of the Change date of such Termination. For purposes of this Exhibit A, "Good Reason" shall have the meaning set forth in Control unless otherwise determined the Participant's Executive Employment Agreement made and entered into as of November 6, 2019 by and between the Committee. (b) Company and the Participant. (c) For purposes of this Exhibit A, the term "Specified Number" shall mean a pro-rata portion number of unvested Restricted Stock Units equal to (x) 0% to 100% of the number unvested Restricted Stock Units, based on the Committee's determination, and the Board's approval, in good faith, that the Company is on track (as of a date prior to the Change in Control) to achieve (based on the Company's trailing twelve months EBITDA and the price paid per share of Common Stock in connection with the Change in Control) either the Adjusted EBITDA Threshold or the Adjusted EBITDA Target (subject to the ROIC Multiple, as determined by the Committee in good faith) plus (y) the difference between (i) the amount of Restricted Stock Units that would have been earned at vested on the end of the fiscal year in which a Change in Control occurs, next Vesting Date based on actual performance in accordance with Section 1 1(b) hereof, if any, less (ii) the amount of this Exhibit A, based solely on Restricted Stock Units that the Board's determination of performance as set forth Board vests in Section 2(a) of this Exhibit A, multiplied by (y) a fraction (i) accordance with clause (x) hereof, if any; provided that such amount shall not be less than zero. Notwithstanding the numerator of which is the number of days elapsed foregoing, in the event of Participant's Termination prior to next applicable fiscal year through the date of the Vesting Date following a Change in Control and (ii) Control, the denominator Specified Number shall not include the additional vesting of which is 365 (or 366, as applicable). any Restricted Stock Units pursuant to clause (y) immediately above. View More
