I think protection in case of a company sale is a legitimate read of the immediate option vesting move. His golden handcuffs were removed so the company could recover 4.3MM shares? Maybe, but it's hard to imagine that is the whole story.
The base salary trigger and the Change in Control aren't terribly surprising. The immediate vesting of the option is curious though and it represents a significantly larger payout. (More than 50 times greater if we go with J45's $5/share scenario!)
If CL were planning to hang around for a while, it's hard to see why the immediate vesting would be of any value to him, unless the company were sold in the next year or two.
I could not find vesting language in the Change in Control, so this may have been a way to secure his major payday in advance of a pending deal. Okay, not quite "pending" because then I think they open themselves up to a shareholder lawsuit. Let's say a potential deal.
