Qualifying Termination Following Change in Control. In the event the Employee involuntarily ceases to be an employee of the Employer following a Change in Control for any reason other than a termination for Cause, or voluntarily ceases to be an employee due to a Termination for Good Reason following a Change in Control, then the RSUs covered by this Agreement, and any dividend equivalents with respect thereto, shall immediately vest (without proration based on the portion of the vesting period elapsed prior to such termination) and shall be paid in cash in accordance with [Section 22(f)] of the Plan within 60 days following the earliest time set forth in [Section 22(c)] of the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee. Such vesting shall be contingent, at the discretion of the Company, upon the Employee executing a general release (which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company) and such release becoming effective and irrevocable within the 60-day period following such termination.
Qualifying Termination FollowingAfter Change in Control. InIf the eventimmediate vesting described in the Employee involuntarily ceases to be an employee ofpreceding paragraph does not apply, but the Employer followingCompany or a Change in ControlSubsidiary terminates the Grantee’s employment for any reason other than a termination for Cause, or voluntarily ceases to be an employee due to a Termination for Good ReasonCause within two years following athe Change in Control, then the RSUs covered by this Agreement, and any dividend equivalents with respect thereto, shallthe related Dividend Equivalents will immediately vest (without proration based on the portionupon such Termination of the vesting period elapsed prior to such termination)Employment (such date, if applicable, also a Vesting Date) and shallwill be paid in cashsettled within 90 days of Termination of Employment in accordance with [Section 22(f)] of the Plan within 60 days following the earliest time set forth2] above, unless otherwise provided in [Section 22(c)10(b)] of the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee. Such vesting shall be contingent, at the discretion of the Company, upon the Employee executing a general release (which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company) and such release becoming effective and irrevocable within the 60-day period following such termination. below.
Qualifying Termination Following Change in Control. InUpon the occurrence of an event the Employee involuntarily ceases to be an employee of the Employer following a Change in Control for any reason other than a termination for Cause, or voluntarily ceases to be an employee due to a Termination for Good Reason followingconstituting a Change in Control, thennotwithstanding anything to the contrary in [Section 22(b)] of the Plan, the RSUs covered by this Agreement,outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall immediately vest (without proration based on the portion ofremain outstanding and thereafter the vesting period elapsed priorof such RSUs, and any dividend equivalents with respect thereto, shall be subject to Employee’s continued employment with the Company or a subsidiary or an affiliate through each applicable Vesting Date as provided in this Section 3, at which time such termination)RSUs shall vest and shall be paid in cash in accordance with [Section 22(f)] of the Plan within 60 days followingat the earliest time set forth in [Section 22(c)] of the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee. Such vestingCommittee; provided that the RSUs, and any dividend equivalents with respect thereto, shall vest and shall be contingent, atpaid to the discretionextent provided in Section 8 in the event of the Company, upon the Employee executingEmployee’s termination of employment following such Change in Control and prior to a general release (which may include an agreement with respect to engagement in detrimental activity, in a form acceptableVesting Date. Upon payment pursuant to the Company) andterms of the Plan, such release becoming effective and irrevocable within the 60-day period following such termination.awards shall be cancelled.
Qualifying Termination Following Change in Control.without Cause. In the event the Employee involuntarily ceases to be an employee of the Employer followingon or after the nine-month anniversary of the grant date and prior to a Change in Control for any reason other than due to death, Disability or a termination for Cause, or voluntarily ceasesthe number of RSUs scheduled to vest on the Vesting Date immediately following such termination, and any dividend equivalents with respect thereto, shall be an employee dueprorated based on a fraction, the numerator of which is the number of full months elapsed since the most recent Vesting Date immediately preceding such date of termination (or, in the event such termination is prior to a Termination for Good Reason following a Change in Control, then the first Vesting Date, the number of full months elapsed since the Date of Grant) and the denominator of which is 12, and any remaining RSUs covered by this Agreement,shall be forfeited. Such prorated number of RSUs, and any dividend equivalents with respect thereto, shall immediately vest (without proration based on the portion of the vesting period elapsed prior to such termination) and shall be paid in cashsettled in accordance with [Section 22(f)] of the PlanSection 2 within 60 days following the earliest time set forth in [Section 22(c)] of the PlanVesting Date immediately following such termination; provided that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee. Suchsuch vesting shall be contingent, at the discretion of the Company, upon the Employee executing a general release (which may include an agreement with respect to engagement in detrimental activity,activity in a form acceptable to the Company) and such release becoming effective and irrevocable within the 60-day period following such termination. In the event the Employee involuntarily ceases to be an employee of the Employer prior to the nine-month anniversary of the grant date, the RSUs shall be cancelled and forfeited on the date of such termination.
Qualifying Termination Following Change in Control. In the event the Employee involuntarily ceases to be an employee of the Employer following a Change in Control for any reason other(other than a termination for Cause,the liquidation or voluntarily ceases to be an employee due to a Termination for Good Reason following a Change in Control, then the RSUs covered by this Agreement, and any dividend equivalents with respect thereto, shall immediately vest (without proration based on the portiondissolution of the vesting period elapsed prior to such termination) and shall be paidCompany which is approved by a majority of its shareholders) that constitutes a “change in cash in accordance with [Section 22(f)] of the Plan within 60 days following the earliest time set forth in [Section 22(c)] of the Plan that will not trigger a tax or penaltycontrol event” under Section 409A of the Code, as determined by the Committee. Such vesting shallRSUs will fully vest and be contingent, at the discretionsettled within 60 days of the Company, upon the Employee executing a general release (which may include an agreement with respect to engagementChange in detrimental activity, in a form acceptable to the Company) and such release becoming effective and irrevocable within the 60-day period following such termination. Control.
Qualifying Termination Following Change in Control. In the event the Employee involuntarilyIf a Participant ceases to be employed by the Company or a Related Company due to an employeeinvoluntary termination of the EmployerParticipant’s employment by the Company or a Related Company without Cause within twelve (12) months following the occurrence of a Change in Control of Verizon (as defined in the Plan): # the Participant shall remain entitled to payment (to the extent not theretofore paid) for any reason other than a termination for Cause,RSUs that vested on or voluntarily ceases to be an employee due to a Termination for Good Reason following a Change in Control, thenbefore the date of the Participant’s separation from employment; and # the Participant’s then-unvested RSUs covered by this Agreement, and any dividend equivalents with respect thereto, shall immediately vest (without proration based onprorating the portion ofaward) without regard to the vesting period elapsed prior to such termination) and shall be paid in cash in accordance with [Section 22(f)] of the Plan within 60 days following the earliest timecontinuous employment requirement set forth in [Section 22(c)]paragraph 5(a); provided, however, that all other terms of the PlanAgreement, including but not limited to the Participant’s obligations and restrictions set forth in [Exhibits A] and B to this Agreement, shall remain in effect. If both paragraph 7(c) and this paragraph 7(d) would otherwise apply in the circumstances, this paragraph 7(d) shall control. Any RSUs that will not trigger a tax or penalty under Section 409Avest pursuant to this paragraph 7(d) shall be payable as soon as practicable after the vesting date of the Code, as determined by the Committee. Such vesting shall be contingent, at the discretionapplicable installment of the Company, uponRSUs specified in paragraph 5(a) that would have applied had such RSUs not vested earlier under this paragraph (but in no event later than two and one-half months after the Employee executing a general release (which may include an agreement with respect to engagementapplicable vesting date set forth in detrimental activity, in a form acceptable to the Company) and such release becoming effective and irrevocable within the 60-day period following such termination. paragraph 5(a)).
Qualifying Termination Following Change in Control. In the event the Employee involuntarilyIf a Participant ceases to be employed by the Company or a Related Company due to an employeeinvoluntary termination of the EmployerParticipant’s employment by the Company or a Related Company without Cause within twelve (12) months following the occurrence of a Change in Control of Verizon (as defined in the Plan): # the Participant shall remain entitled to payment (to the extent not theretofore paid) for any reason other than a termination for Cause,RSUs that vested on or voluntarily ceases to be an employee due to a Termination for Good Reason following a Change in Control, thenbefore the date of the Participant’s separation from employment; and # the Participant’s then-unvested RSUs covered by this Agreement, and any dividend equivalents with respect thereto, shall immediately vest (without proration based onprorating the portion ofaward) without regard to the vesting period elapsed prior to such termination) and shall be paid in cash in accordance with [Section 22(f)] of the Plan within 60 days following the earliest timecontinuous employment requirement set forth in [Section 22(c)]paragraph 4(a); provided, however, that all other terms of the PlanAgreement, including but not limited to the Participant’s obligations and restrictions set forth in [Exhibits A] and B to this Agreement, shall remain in effect. If both paragraph 7(c) and this paragraph 7(d) would otherwise apply in the circumstances, this paragraph 7(d) shall control. Any RSUs that will not trigger a tax or penalty under Section 409Avest pursuant to this paragraph 7(d) shall be payable as soon as practicable after the vesting date of the Code, as determined by the Committee. Such vesting shall be contingent, at the discretionapplicable installment of the Company, uponRSUs specified in paragraph 5(a) that would have applied had such RSUs not vested earlier under this paragraph (but in no event later than two and one-half months after the Employee executing a general release (which may include an agreement with respect to engagementapplicable vesting date set forth in detrimental activity, in a form acceptable to the Company) and such release becoming effective and irrevocable within the 60-day period following such termination.paragraph 5(a)).
Qualifying Termination FollowingTreatment of RSUs and Dividend Equivalents Upon a Change in Control. In the event the Employee involuntarily ceases to be an employee of the Employer following a Change in Control for any reason other than a termination for Cause, or voluntarily ceases to be an employee due to a Termination for Good Reason following a Change in Control, thennotwithstanding any other provision of this Agreement, the RSUs covered by this Agreement,and the related Dividend Equivalents will immediately vest upon such Change in Control (such date, if applicable, also a Vesting Date) and be settled at such time or within 60 days after the Change in Control if # after such Change in Control, the Stock ceases to be publicly-traded and # the Grantee does not receive Replacement Awards with respect to the RSUs and any dividend equivalents with respect thereto, shall immediately vest (without proration based onDividend Equivalents. Notwithstanding the portionforegoing, if the Change in Control does not qualify as a change in control for purposes of the vesting period elapsed prior to such termination)Code Section 409A, any RSUs and shallDividend Equivalents held by a U.S. Taxpayer will be paid in cash in accordance with [Section 22(f)] of the Plansettled within 6090 days following the earliest time set forthof # the Vesting Date; # the Grantee’s Termination of Employment (or the date that is six months after the Grantee’s Termination of Employment if the Grantee is a Specified Employee, as defined in [Section 22(c)10(b)] ofbelow) or # the Plan that will not trigger a taxGrantee’s death or penalty under Section 409A of the Code, as determined by the Committee. Such vesting shall be contingent, at the discretion of the Company, upon the Employee executing a general release (which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company) and such release becoming effective and irrevocable“disability” within the 60-day period following such termination.meaning of Code Section 409A.
Qualifying Termination Following Change in Control. In the event the Employee involuntarilyIf a Participant ceases to be employed by the Company or a Related Company due to an employeeinvoluntary termination of the EmployerParticipant’s employment by the Company or a Related Company without Cause within twelve (12) months following the occurrence of a Change in Control of Verizon (as defined in the Plan): # the Participant shall remain entitled to payment (to the extent not theretofore paid) for any reason other than a termination for Cause,RSUs that vested on or voluntarily ceases to be an employee due to a Termination for Good Reason following a Change in Control, thenbefore the date of the Participant’s separation from employment; and # the Participant’s then-unvested RSUs covered by this Agreement, and any dividend equivalents with respect thereto, shall immediately vest (without proration based onprorating the portion ofaward) without regard to the vesting period elapsed prior to such termination) and shall be paid in cash in accordance with [Section 22(f)] of the Plan within 60 days following the earliest timecontinuous employment requirement set forth in [Section 22(c)]paragraph 4(a); provided, however, that all other terms of the PlanAgreement, including but not limited to the Participant’s obligations and restrictions set forth in [Exhibits A] and B to this Agreement, shall remain in effect. If both paragraph 7(c) and this paragraph 7(d) would otherwise apply in the circumstances, this paragraph 7(d) shall control. Any RSUs that will not trigger a tax or penalty under Section 409Avest pursuant to this paragraph 7(d) shall be payable as soon as practicable after the vesting date of the Code, as determined by the Committee. Such vesting shall be contingent, at the discretionapplicable installment of the Company, uponRSUs specified in paragraph 5(a) that would have applied had such RSUs not vested earlier under this paragraph (but in no event later than two and one-half months after the Employee executing a general release (which may include an agreement with respect to engagementapplicable vesting date set forth in detrimental activity, in a form acceptable to the Company) and such release becoming effective and irrevocable within the 60-day period following such termination.paragraph 5(a)).
QualifyingChange of Control; Termination Followingon Account of Change of Control. As set out above, in Control.the event of a Change of Control, 100% of the Option and RSUs will become vested and exercisable. This provision supersedes any conflicting provisions relating to vesting upon a Change of Control stipulated in the Stock Option Plan and Share Unit Plan, respectively. In the event Employee’s employment is terminated without Cause or by Employee for Good Reason within 12 months following a Change of Control, Employee shall be entitled to receive # Earned Pay, # two times (2x) the amount of Severance Pay, # two times (2x) the amount of the COBRA Cash Stipend and # the Employee’s full bonus for the prior calendar year if it has not yet been paid and the Employee’s full bonus for the current calendar year. ((ii) – # collectively, the “Change of Control Severance Pay”). The Change of Control Severance Pay shall be paid in a lump sum payment within sixty (60) days of Employee’s termination of employment; provided, that Employee has executed, delivered, and not revoked the Waiver and General Release described in [Section 5.3] of this Agreement. In the event the Employee involuntarily ceases tosixty (60) day time period spans two (2) calendar years, the lump sum payment will be an employee ofmade in the Employer following a Change in Control for any reason other than a termination for Cause, or voluntarily ceases to be an employee due to a Termination for Good Reason following a Change in Control, then the RSUs covered by this Agreement, and any dividend equivalents with respect thereto, shall immediately vest (without proration based on the portion of the vesting period elapsed prior to such termination) andsecond calendar year. The Earned Pay shall be paid in cashaccordance with the Company’s applicable policies and applicable law. Any vested benefits to which Employee is entitled under the Employee Benefit Plans and vested RSUs and options shall be paid in accordance with [Section 22(f)]the terms of the Plan within 60 daysgoverning plan documents and agreements. Employee must satisfy, at all times, the conditions described in [Section 5.3], [Section 5.4], [Article IV] and [Article VI] to receive the Change of Control Severance Pay following Employee’s termination of employment. Further, upon determination by a court of competent jurisdiction that Employee has violated the earliest timerestrictive covenants set forth in [Section 22(c)][Article IV], Employee shall repay all Severance Pay paid to Employee following the cessation of Employee’s employment with the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee. Such vesting shall be contingent, at the discretion of the Company, upon the Employee executing a general release (which may include an agreement with respect to engagement in detrimental activity, in a form acceptable to the Company) and such release becoming effective and irrevocable within the 60-day period following such termination.Company.
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