Additional Vesting Provisions. (a) Upon the termination of the Employee’s employment by the Company without Cause or if the Employee’s employment by the Company is terminated by the Employee for Good Reason, then (i) if applicable, for purposes of Section 2 of this Agreement, the Employee shall be deemed employed by the Company through the last day of any Severance Period which shall be deemed the last day of the Employee’s Continuous Status as a Participant, and (ii) the Employee shall be entitled to a portion of the Restricted Stock Units otherwise issuable on the Vesting Date immediately following the date of termination of employment (as determined in accordance with the preceding clause (i)), equal to the amount of the Restricted Stock Units to which the Employee would have vested hereunder on such Vesting Date but for the termination of his or her employment, multiplied by a fraction, the numerator of which is the number of days the Employee is employed (or deemed employed in accordance with the preceding clause (i)) by the Company during the Fiscal Year in which the termination (or deemed termination) occurred and the denominator of which is 365, and such portion shall be deemed vested as of the date of termination of employment (without regard for the provisions of clause (i) herein), and (iii) all other unvested Restricted Stock Units hereunder shall be deemed terminated and forfeited. For the avoidance of doubt, for purposes of this clause (a), to the extent the first day of a Severance Period is in one Fiscal Year and the last day of such Severance Period is in the following Fiscal Year, the Employee shall be deemed employed (1) during the entirety of such first Fiscal Year and (2) for that portion of the following Fiscal Year which corresponds to the Severance Period applicable thereto.
Additional Vesting Provisions. Any provision above of this Section 4 to the contrary notwithstanding, a Restricted Stock Unit shall not become non-forfeitable pursuant to this Section 4 if, prior to the date (if any) on which such Restricted Stock Unit would become non-forfeitable pursuant to this Section 4, such Restricted Stock Unit was forfeited pursuant to Section 5(c). Any provision of this Agreement to the contrary notwithstanding, in no event shall the number of Restricted Stock Units that become non-forfeitable pursuant to this Agreement or any provision thereof exceed in the aggregate 100% of the Restricted Stock Units unless the excess is attributable solely to an adjustment referred to in Section 7 of this Agreement or Section 10 of the Plan.
Additional Vesting Provisions. (i) If, prior to the Final Vesting Date, the Grantee dies or has a Separation from Service as a result of Disability, all RSUs shall become fully vested, converted into an equivalent number of shares of Company Stock and distributed to the Grantee in a single distribution within 30 days following the Grantee’s death or such Separation from Service, as the case may be, in either case without regard to any distribution deferral election.
Additional Vesting Provisions. The Restricted Shares which have become vested are herein referred to as the “Vested Shares.” If the Restricted Shares that become vested include a fraction of a share, such fractional share shall be rounded up or down to the next nearest whole number.
Additional Vesting Provisions. (a) With respect to the condition precedent to the vesting of any Remaining Shares under Section 2.2(a) above, as set forth in Section 2.1(b), if the Hiring Condition is satisfied on or prior to December 31, 2015 but after the First Vesting Date, then such number of the Remaining Shares as would have vested under Section 2.2(a) on the First Vesting Date had the Hiring Condition been satisfied prior to the First Vesting Date, but did not vest as a result of Section 2.1(b), shall immediately vest and become Vested Shares on the date the Hiring Condition is satisfied.
Additional Vesting Provisions. (i) Any provision above of this Section 2 to the contrary notwithstanding, a Restricted Stock Unit shall not become non-forfeitable pursuant to this Section 2 if, prior to the date (if any) on which such Restricted Stock Unit would become non-forfeitable pursuant to this Section 2, such Restricted Stock Unit was forfeited pursuant to Section 3(b). (ii) Engagement by the Company as a consultant shall not constitute “employment” for purposes of this Section 2. (iii) Entering into and/or receiving payments pursuant to a severance or termination arrangement shall not constitute “employment” for the purposes of this Section 2.
Additional Vesting Provisions. Any provision above of this Section 2 to the contrary notwithstanding, a Restricted Stock Unit shall not become non-forfeitable pursuant to this Section 2 if, prior to the date (if any) on which such Restricted Stock Unit would become non-forfeitable pursuant to this Section 2, such Restricted Stock Unit was forfeited pursuant to Section 3(b).
Additional Vesting Provisions. (i) If, prior to the Vesting Date, the Grantee dies or has a Separation from Service as a result of Disability, a pro rata portion, as determined on a per diem basis for the portion of the Performance Period that Grantee was in the continuous employment of the Company multiplied by the target number of PSUs on the Notice of Grant attached hereto as Annex A (the “Target Number”), of PSUs shall become fully vested, converted into an equivalent number of shares of Company Stock and distributed to the Grantee in a single distribution within 30 days following the Grantee’s death or such Separation from Service, as the case may be, in either case without regard to any distribution deferral election.
Additional Vesting Provisions. (a) Upon the fourth anniversary of Recipient serving in the Company/Recipient Relationship, all unvested Milestone Options shall vest in equal amounts upon the fourth and fifth anniversaries of the Recipient serving in the Company/Recipient Relationship; For illustrative purposes, if 50,000 of the Milestone Options remain unvested on June 20, 2017, subject to Recipient serving in the Company/Recipient Relationship, 25,000 of the Milestone Options shall vest and be exercisable at any time from June 20, 2017 through June 19, 2023 and the remaining 25,000 Milestone Options shall vest and be exercisable at any time from June 20, 2018 through June 19, 2023.
Additional Vesting Provisions. Any provision above of this Section 4 to the contrary notwithstanding, a Restricted Stock Unit shall not become non-forfeitable pursuant to this Section 4 if (i) prior to the date (if any) on which such Restricted Stock Unit would become non-forfeitable pursuant to this Section 4, such Restricted Stock Unit was forfeited pursuant to Section 5(b), or (ii) prior to December 31, 2006 and prior to the date (if any) on which such Restricted Stock Unit becomes non-forfeitable pursuant to Section 4(d) the Holder terminates his employment for any reason (whether or not for Good Reason as such term is defined in the Employment Agreement). Any provision of this Agreement to the contrary notwithstanding, in no event shall the number of Restricted Stock Units that become non-forfeitable pursuant to this Agreement or any provision thereof exceed in the aggregate 100% of the Restricted Stock Units unless the excess is attributable solely to an adjustment referred to in Section 7 of this Agreement or Section 10 of the Plan.
