Replacement Award

Replacement Award. An award (i) of the same type (e.g., time-based restricted stock units) as the replaced award, (ii) that has a value at least equal to the value of the replaced award, (iii) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (iv) if the Participant holding the replaced award is subject to U.S. federal income tax under the Code, the tax... treatment of which under the Code is not less favorable to such Participant than the tax consequences of the replaced award, and (v) the other terms and conditions of which are not less favorable to the Participant holding the replaced award than the terms and conditions of the replaced award (including the provisions that would apply in the event of a subsequent Change in Control), in each case after giving effect to any changes to the replaced award in connection with the Change in Control permitted or required under the applicable Evidence of Award. A Replacement Award may be granted only to the extent it does not result in the replaced award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the replaced award if the requirements of the two preceding sentences are satisfied. The determination of whether these conditions are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion View More

Replacement Award. An Award that is issued under the Plan in accordance with the terms of Article VI of the Employee Matters Agreement in substitution of, or in connection with a, stock option, restricted share or restricted share unit that was granted under a Cardinal Health Plan

Replacement Award. An award that is issued under this Plan in accordance with the terms of the Employee Matters Agreement in substitution of, or in accordance with, a stock option, restricted share or incentive award that was granted under a Capital Southwest Plan. Notwithstanding anything in this Plan to the contrary, the Replacement Awards will reflect substantially the original terms of the awards being adjusted, and they need not comply with other specific terms of this Plan.

Replacement Award. Subject to the approval of the Compensation Committee, an award that qualifies as a "Replacement Award" must satisfy the following conditions: (i) preserves the award's pre-Change in Control value; (ii) relates to a publicly-traded equity security that is listed on a U.S. national securities exchange or is a cash benefit based on the share price at the time of the Change in Control, in either case subject to pre-Change in Control vesting terms, (iii) provides that, upon a Qualifying Termination... Event within the Change in Control Period, the Replacement Award will vest and be paid within 60 days of the Date of Termination (and for performance-based awards, provides that such awards will be paid at target without proration) provided the Executive has entered into a Separation Agreement and Release (as defined below). View More

Replacement Award. Means an award that (i) preserves the value of the PRSUs and has terms at least as favorable to you as the terms and conditions in effect immediately prior to the Change in Control; (ii) has a value at least equal to the sum of (1) the value of PRSUs determined at least at the Target level for the portion of any Measurement Periods that were incomplete at the time of the Change in Control, including a prorated number of PRUs for the portion of the Measurement Period in which the Change in... Control occurs, prorated based on the fraction described in Section 4(d)(ii), measured from the day immediately following the day the Change in Control occurs and ending on the last day of such Measurement Period, (2) the value of any PRSUs that would have been earned based on the actual level at which the Performance Goals were satisfied for the portion of the Measurement Period in which the Change in Control occurs, prorated based on the fraction described in Section 4(d)(i), measured from the first day of such Measurement Period to the date of the Change in Control, calculated in accordance with Section 3, except using the date of the Change in Control as the last date of the Measurement Period and using the per share price paid to the Company's shareholders in such Change in Control as the Ending Period Average Price for the Company for such Measurement Period, and (3) the value of any additional PRSUs (described in Sections 3(d)(ii) or (iii)) attributable to a TSR Payout Percentage in excess of 100% for any Measurement Period completed prior to the Change in Control; (iii) continues to comply with Treasury Regulations Section 1.409A-1(b)(4); and (iv) is subject to only time-based vesting. View More

Replacement Award. An award granted to a Participant to replace the unvested portion of a then-outstanding Award upon a Change in Control that meets the requirements set forth in Section 12.B(3)