Acceleration of Stock Awards. For purposes of this Agreement, to the extent the vesting and/or exercisability of any of Executive’s outstanding Stock Awards and/or the lapsing of any restrictions with respect to Stock Awards that Executive holds shall be accelerated pursuant to this Agreement, if any Stock Award had previously been partially exercised such that an unexercised portion of the Stock Award still remains outstanding as of the date of such acceleration, the vesting acceleration provisions of this Agreement shall be applied to the total number of shares subject to such Award that consist of (i) then unvested exercised shares that were previously acquired upon the partial exercise of such Stock Award, plus (ii) the remaining unexercised portion of the Stock Award. The acceleration of vesting shall be first applied toward the unvested previously exercised shares such that no unexercised shares shall vest on an accelerated basis in accordance with the provisions of this Agreement unless and until all of the unvested exercised shares subject to such Stock Award have first vested. In addition, the acceleration of vesting shall be applied to each Stock Award individually.
Acceleration of Stock Awards. All your outstanding awards of restricted stock, stock options, and other equity-based compensation shall become fully vested and exercisable in full immediately upon the effective date of the Waiver and Release; provided, however, that any such awards that would be out of the money as of the Date of Termination may be terminated pursuant to Section 9(b) hereof. In addition, all of your outstanding awards of restricted stock, stock options, and other equity-based compensation that are not assumed or substituted with awards of equivalent value in connection with a Change of Control shall become fully vested and exercisable in full immediately upon the Change of Control.
Acceleration of Stock Awards. In accordance with the intent of Section 5(b) of the Employment Agreement and in consideration for the increase in duration pursuant to Section 4 of this Agreement from two years to four years of the noncompetition, confidentiality and other covenants contained in Section 6 of the Employment Agreement, immediately prior to the consummation of the Merger, the Company shall issue Executive 168,750 restricted shares of Common Stock representing the number of restricted shares of Common Stock that would have been issued to Executive in 2017 (the “2017 Accelerated Shares”) and an additional 165,690 restricted shares of Common Stock representing the number of restricted shares of Common Stock that would have been issued to Executive in 2018 (the “2018 Accelerated Shares” and together with the 2017 Accelerated Shares, the “Accelerated Shares”), in each case pursuant to Section 3(c) of and Schedule I to the Employment Agreement (as supplemented by the Compensation Committee in accordance with Section 3(c)). The Accelerated Shares shall fully vest on the Separation Date, but shall be subject to the restrictions on transfer set forth in Section 5 of this Agreement.
Acceleration of Stock Awards. Stock options and any other rights granted to the Executive by the Corporation under its 1983 Stock Option and Incentive Plan, its 1992 Stock Incentive Plan and any later or successor plan or plans (collectively, the "Stock Incentive Plans"), will be exercisable in full for a period of 90 days (i) following the date of a Change of Control of the Corporation, or (ii) commencing on the date of approval by the Corporation's shareholders of an agreement providing for a merger in which the Corporation will not remain an independent publicly owned corporation or a consolidation or a sale or other disposition of all or substantially all the assets of the Corporation, provided that no option or right shall be exercisable by the Executive within six months after the date of grant, or after the termination date, of such option or right. In the event of a Change of Control, the restrictions and deferral limitations applicable to any restricted or deferred stock awarded under the Stock Incentive Plans shall lapse, and such stock shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant. If either (i) the transaction or transactions which resulted in the Change of Control were not approved by a vote of at least two-thirds (2/3) of the directors of the Company who are members of the Incumbent Board as described in subparagraph (b) of Section 2 above, or originated with an unsolicited offer (as determined by the Incumbent Board in good faith), or (ii) the Board of Directors of the Company, in its discretion, determines that this provision shall apply in the event of a Change of Control, then the Executive shall have the rights set forth in this paragraph. If this paragraph applies, then in lieu of cashing-out or exercising some or all of his stock options granted to the Executive under the Stock Incentive Plans, the Executive may, during the period in which the Executive could otherwise exercise such options under this Section 4(c), cancel such options in exchange for an amount equal to (i) the fair market value of a share of the Corporation's common stock on a date selected by the Executive (the "Exercise Date"), such date being no earlier than 30 days prior to the event described in this Section 4(c) and no later than 30 days after such event, multiplied by (ii) the number of shares subject to the stock options for which such election is made, and then minus (iii) the aggregate purchase price for such shares...
Acceleration of Stock Awards. In consideration for the increase in duration of the noncompetition, confidentiality and other covenants contained in this Agreement that are longer than the Company’s standard duration for such covenants, immediately prior to the consummation of the Merger, the Company shall issue Executive 25,000 restricted shares of Common Stock representing the number of restricted shares of Common Stock that would have been issued to Executive in 2017 (the “2017 Accelerated Shares”) and an additional 25,000 restricted shares of Common Stock representing the number of restricted shares of Common Stock that would have been issued to Executive in 2018 (the “2018 Accelerated Shares” and together with the 2017 Accelerated Shares, the “Accelerated Shares”), in each case pursuant to grant agreements as approved by the Company’s Compensation Committee. Upon consummation of the Merger, the Accelerated Shares shall fully vest.
Acceleration of Stock Awards. In consideration for the increase in duration pursuant to Section 4 of this Agreement from one year to four years of the noncompetition, confidentiality and other covenants contained in Sections 7 and 8 of the Employment Agreement, immediately prior to the consummation of the Merger, the Company shall issue Executive 35,000 restricted shares of Common Stock representing the number of restricted shares of Common Stock that would have been issued to Executive in 2017 (the “2017 Accelerated Shares”) and an additional 35,000 restricted shares of Common Stock representing the number of restricted shares of Common Stock that would have been issued to Executive in 2018 (the “2018 Accelerated Shares” and together with the 2017 Accelerated Shares, the “Accelerated Shares”), in each case pursuant to grant agreements as approved by the Company’s Compensation Committee. Upon consummation of the Merger, the Accelerated Shares shall fully vest.
Acceleration of Stock Awards. The Company acknowledges and agrees that all stock options, restricted stock awards and similar rights previously granted to the Employee are fully vested as of the date of this Agreement, other than the restricted stock award for 75,000 shares and the stock option for 105,000 shares made to the Employee on July 15, 2002, of which 25,000 shares and options for 35,000 shares, respectively, are fully vested on the date of this Agreement. In addition, in the event the termination of the Employee is described in clause (a)(iv), (v) or (vi) above, the Employee shall become fully vested in all awards heretofore or hereafter granted to him under all incentive compensation, deferred compensation, bonus, stock option, stock appreciation rights, restricted stock, phantom stock or similar plans maintained by URS, except if and to the extent specifically provided to the contrary under the terms of any such plan, or under the terms of any specific grant or award made to the Employee under any such plan and accepted by the Employee in writing.
