Accelerated Vesting of Restricted Stock Units. (a) As provided in Section 5.3 of the Plan, if a Change in Control occurs, any unvested Restricted Stock Units held by Grantee will become fully vested. However, if Grantee is designated on the Company’s payroll records as a Tier 1 or Tier 2 executive or above, or an executive officer, on the date of the Change in Control no Restricted Stock Units will vest solely on account of a Change in Control unless Xxxxxxx’s employment with the Company is terminated without Cause (as defined below) within the two-year period following such Change in Control.
(b) For purposes of this Agreement, “Cause” means that Grantee:
Accelerated Vesting of Restricted Stock Units. Upon and subject to the consummation of a Transaction, all unvested restricted stock units granted to you pursuant to that certain Restricted Stock Unit Agreement, dated November 30, 2009 (the “Restricted Stock Agreement”), shall become fully vested and the restrictions and limitations applicable thereto shall lapse, and shall be paid to pursuant to the terms and conditions of the Restricted Stock Agreement.
Accelerated Vesting of Restricted Stock Units. RSUs may vest earlier than the dates shown in the Vesting Schedule, above, as follows:
Accelerated Vesting of Restricted Stock Units. (a) As provided in Section 7.3 of the Plan, if the Corporation undergoes a Change in Control Event, any unvested Restricted Stock Units held by Participant will become fully vested. However, if Participant is designated on the Corporation’s payroll records as a Tier 1 or Tier 2 executive or above or an executive officer on the date of the Change in Control Event, no Restricted Stock Units will vest solely on account of a Change in Control Event unless such Participant’s employment with the Corporation is terminated without Cause (as defined below) within the two-year period following such Change in Control Event.
(b) For purposes of this Agreement, “Cause” means that Participant:
Accelerated Vesting of Restricted Stock Units. RSUs may vest earlier than the dates shown in the Vesting Schedule, above, as follows: Prorated Vesting for Severance: As of your Severance Date, a fractional portion of your Granted RSUs (and related Dividend Equivalent RSUs) shall vest. The portion of your Granted RSUs (and related Dividend Equivalent RSUs) that vest under this provision is determined as follows: The number of whole months from the Grant Date through the date your employment with AEP Terminates as the direct result of the Triggering Event divided by the number of whole months from the Grant Date until the final Vesting Date specified in the Vesting Schedule, above; Reduced by The cumulative Percentage of Granted Units for which the Vesting Date specified in the Vesting Schedule has passed as of the date your employment with AEP Terminates as the direct result of the Triggering Event. For example, if you would incur a Severance Date on July 10, 2013 in connection with the Termination of your employment on June 30, 2013 as the direct result of a Triggering Event, the fractional percentage of your Granted RSUs would be determined as follows: there are 30 whole months from the Grant Date divided by 40 whole months in the vesting period (30/40 or 75%), reduced by the 66-2/3% of your Granted RSUs that had become vested through June 30, 2013, such that 8-1/3% (75% - 66-2/3%) of your Granted RSUs (along with any additional Dividend Equivalent RSUs related to that portion) would become vested as of your July 10, 2013 Severance Date. RSUs that vest as a result of your severance shall be converted to AEP Common Stock and delivered to you as of your Severance Date in accordance with the section of this award agreement entitled Delivery of Shares of Common Stock, below. Prorated Vesting for Officers who Terminate Due to Mandatory Retirement at Age 65: As of your Mandatory Retirement Date, a fractional portion of your Granted RSUs (and related Dividend Equivalent RSUs) shall vest. The portion of your Granted RSUs (and related Dividend Equivalent RSUs) that vest under this provision is determined as follows: The number of whole months from the Grant Date through your Mandatory Retirement Date divided by the number of whole months from the Grant Date until the final Vesting Date specified in the Vesting Schedule, above; Reduced by The cumulative Percentage of Granted Units for which the Vesting Date specified in the Vesting Schedule has passed as of your Mandatory Retirement Date. For example, if you wo...
Accelerated Vesting of Restricted Stock Units. (“RSU’s). Pursuant to the Fresh Del Monte Produce Inc., 2014 Omnibus Share Incentive Plan, Effective as of April 30, 2014, as amended (the “Share Plan”) and the award agreements thereunder (the “Award Agreements”), because you have voluntarily terminated your position, upon the Termination Date, you are not entitled to any unvested RSUs granted to you. However, in exchange for your promises set forth in this Severance Agreement, and subject to your compliance with the terms and conditions of this Severance Agreement, the Company, on a discretionary basis, will cause the vesting of your unvested RSU’s specifically identified in Exhibit A, attached hereto and incorporated herein (hereinafter collectively referred to as “Accelerated RSUs”) to be accelerated. Notwithstanding anything to the contrary in the Share Plan or Award Agreements, and subject to your compliance with the terms and conditions of this Agreement, the Accelerated RSUs will vest and be paid on the first day immediately after the termination of the Non-Compete Period (defined below), provided further that for any Accelerated RSUs that are subject to a deferral election, payment shall be made in the manner provided by the deferral election and subject to compliance with the requirements of Section 409A (as defined below). For the avoidance of doubt, any other RSUs or other awards granted to you by the Company that are unvested under the Share Plan and applicable Award Agreement as of the date hereof shall be forfeited and canceled for no consideration as of the date hereof.
Accelerated Vesting of Restricted Stock Units. 3.1 As provided in Section 7.2 of the Plan, if a Change in Control shall be deemed to have occurred, any unvested Restricted Stock Units held by Participant shall become fully vested if the Administrator (as defined in the Plan) has not made appropriate provisions for the substitution, assumption, exchange or other continuation of the Restricted Stock Units pursuant to the Change in Control; provided that even if the Administrator has made appropriate provisions for the substitution, assumption, exchange or other continuation of the Restricted Stock Units pursuant to the Change in Control, any unvested Restricted Stock Units held by Participant may become fully vested in the discretion of the Administrator.
3.2 Notwithstanding Section 1.4 above, if Participant’s Continuous Service is terminated prior to the vesting of the Restricted Stock Units as a result of Participant’s death, Disability, or Retirement, then the Committee, in its sole discretion, may, but need not, accelerate in full or in part any then-unvested Restricted Stock Units; provided, however, that in no event shall accelerated vesting occur in the event the 162(m) Performance Goal is not achieved.
3.3 For purposes of this Award Agreement:
Accelerated Vesting of Restricted Stock Units. The Restricted Stock Units are subject to accelerated vesting in connection with a Change of Control to the extent provided in Section 10 of the Plan.
Accelerated Vesting of Restricted Stock Units. (a) If a Change in Control occurs, the acquiror or successor company in such Change in Control agrees to provide for the substitution, assumption, exchange or other continuation of this award of Restricted Stock Units, and Xxxxxxx’s employment with or service to the Company or any Affiliate is terminated by the Company or Affiliate without Cause (as defined below) within the 24-month period following such Change in Control, then any unvested Restricted Stock Units held by Grantee will become fully vested.
(b) For purposes of this Award Agreement, “Cause” means that Grantee:
Accelerated Vesting of Restricted Stock Units. The Performance Units are subject to accelerated vesting in accordance with the terms of the Employee’s Employment Agreement with the Company effective as of January 1, 2015.
