(ii) Because E was vested in $500,000 of benefits under the SERP prior to the change in ownership or control and the change merely accelerated the time at which the payment was made to E, only a portion of the payment, as determined under paragraph (b) of this A-24, is treated as contingent on the change. This means that each employee will vest, or own, a certain percentage of their account in the plan each year. Section 409A and RSUs—Acceleration of Payments in the Event of a Change in Control Provisions accelerating RSU vesting in the event of retirement may be problematic if the payout accelerates in the event of a change in control and “change in control” is defined more A change in the effective control of a company may occur in two separate and distinct ways. If the board of directors determines that it is in the best interests of the shareholders to sell Your options for acceleration upon a change in control, from best to worst, include. Single-trigger acceleration provisions typically provide that upon a sale or change of control, all or some portion of the restricted stock will immediately become vested. Single-trigger acceleration refers to the partial or full acceleration of vesting of someone’s options or stock based on the occurrence of a single event, i.e. First, a change in effective occurs on the date that any person acquires, or has acquired during the preceding year, ownership of 30 … This is called a single trigger because once the sale or change of control occurs, no additional event (i.e., no second trigger) must happen for the acceleration to kick in. that event is the “trigger” for acceleration. Single trigger acceleration does not reduce the length of your vesting period. A single trigger acceleration occurs when one event triggers the acceleration of vesting, allowing an equity owner to receive the full or partial value of his or her stock. Ten companies in the Fortune 250 received shareholder proposals asking Boards of Directors to prohibit or limit accelerated vesting upon a change-in-control in 2014, according to data from ProxyMonitor. Many independent directors and advisors will not serve on a board if this provision is not included. The average support level for these proposals was around 35% and two proposals passed among these companies. The reason it is called a “Double Trigger” is because there are two things that must occur before the accelerated vesting occurs. An employee who is 100% vested in his or her account balance owns 100% of it and the employer cannot forfeit, or take it back, for any reason. First there must be a Change of Control. “Vesting” in a retirement plan means ownership. Accelerated vesting often occurs during a change of control event such as a merger, when your company is acquired by another or when it goes public. Equity-based compensation – whether in the form of stock options/stock appreciation rights (SARs), restricted stock/restricted stock units (RSUs) or performance shares – is an integral part of executive long-term incentive programs. So, let’s say in an extreme example that 100% of the employees received full accelerated vesting on a change of control, the buyer could be faced with a situation where they needed to pay for 100% of all the shares – and then have 100% of the employees walk out the door! According to David Hornik of the Stanford Graduate School of Business, two forms of accelerated vesting exist: single-trigger and double-trigger. Second, there must be something else that occurs to “Trigger” the acceleration. Change in the Effective Control. Double-trigger acceleration refers to acceleration based on the occurrence of two distinct events. Single trigger acceleration which means 25% to 100% of your unvested stock vests immediately upon a change in control. 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