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.
(b) Upon termination of employment as the result of the death or Disability of the Employee, all unvested Restricted Stock Units shall automatically accelerate and vest as of such date of termination.
(c) Upon the occurrence of a Change in Control, all unvested Restricted Stock Units shall be deemed automatically vested at such time as may be necessary or required in order for the Employee to be deemed the lawful owner and holder of record of the shares of Stock to be issued thereunder as of the effective date and time of the Change in Control.
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.
(ii) If, after the Grantee attains age 65 but prior to the Final Vesting Date, the Grantee has a Separation from Service due to an involuntary termination by the Company without Cause (as defined below), all remaining unvested RSUs shall become fully vested, and all RSUs shall be converted into an equivalent number of shares of Company Stock and distributed to the Grantee in a single distribution within 30 days following such Separation from Service, without regard to any distribution deferral election.
(iii) If, prior to the Final Vesting Date, Grantee has a Separation from Service for any reason not covered in Section 3(d)(i) or Section 3(d)(ii) above, then the Grantee shall forfeit any unvested RSUs and shall not be entitled to receive any shares of Company Stock under this Agreement with respect to such forfeited RSUs.
(iv) Notwithstanding the foregoing, the Grantee shall immediately forfeit all RSUs (whether or not vested) and any underlying shares of Company Stock for which distribution has been deferred pursuant to Section 3(c) upon the Grantee’s Separation from Service for Cause, whether before or after the Final Vesting Date.
(v) In the event of a Change in Control (as defined in the Plan), all RSUs shall become fully vested, be converted into shares of Company Stock and be immediately distributed to the Grantee in a single distribution within 30 days following the Change in Control, without regard to any distribution deferral election.
(vi) For purposes of this Agreement, “Cause” means any of the following, as determined in good faith by the Committee: (A) an act of embezzlement, theft or misappropriation by the Grantee of any property of the Company or any Related Company; (B) any breach by the Grantee of any material provision of any material agreement to which the Grantee is a party with the Company or any Related Company that is not cured, to the extent the breach is susceptible to being cured, within fourteen (14) days after the Company gives express notice to the Grantee describing such breach; (C) gross negl...
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) of the RSU Agreement as in effect from time to time on or after the Grant Date. 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. 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.
(b) With respect to the vesting of Performance Shares under Section 2.2(b) above, this Section 2.3(b) shall be applicable on the Second Vesting Date and/or the Third Vesting Date if (i) the Performance Ratio was less than 1.0 with respect to any Vesting Date (such date, a “Shortfall Date”), (ii) this Section 2.3(b) has not previously been applied to result in a Performance Ratio of 1.0 with respect to such Shortfall Date, and (iii) the CEO’s Service has not terminated prior to such Vesting Date. Upon the final determination of the Trailing Twelve Month's Economic Earnings for the fiscal year ending on a Vesting Date, any amount of such Trailing Twelve Month's Economic Earnings that is in excess of $70,000,000.00 WEST\247678809.1 shall be added (A) first, to the Trailing Twelve Month's Economic Earnings for the fiscal year ending on a prior Shortfall Date, if any, and the Performance Ratio applicable to the fiscal year ending on such Shortfall Date shall be recalculated (the “Catch-up Ratio”), and (B) thereafter, to the Trailing Twelve Month's Economic Earnings for the fiscal year ending on a subsequent Shortfall Date, if any, and the Performance Ratio applicable to the fiscal year ending on such Shortfall Date shall be recalculated to the Catch-Up Ratio. Any Performance Shares that would have vested as of the Shortfall Date had the Catch-Up Ratio been applied at the Shortfall Date shall immediately vest and become Vested Shares as of the date of determination of the Catch-Up Ratio. For the avoidance of doubt, any amount of the Trailing Twelve Month's Economic Earnings for any fiscal year ending on any Vesting Date prior to a Shortfall Date that is in excess of $70,000,000.00 may be included in any calculation to determine whether Performance Shares shall become Vested Shares as of a subsequent Short-Fall Date. The Company, in its sole discretion by action of the Board of Directors (excluding the...
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) 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. (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) subject to the achievement of the Base Bonus Target for such Fiscal Year, the Employee shall be entitled to a portion of the Restricted Stock Units otherwise
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.
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.
(b) All unvested Options shall vest and become immediately exercisable upon the occurrence of a Change in Control (as defined below). For purposes of this Section 5(b), a Change in Control shall mean any of the following:
(1) any merger, consolidation or liquidation of the Company in which the Company is not the continuing or surviving company or pursuant to which stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the shares of stock immediately before the merger have the same proportionate ownership of common stock of the surviving company immediately after the merger;
(2) The completion of one or more transactions by which any person or entity (and his, her, or its affiliates) becomes the beneficial owner of more than 51% of the voting power of the Company’s securities
(3) substantially all of the assets of the Company are sold or otherwise transferred to parties that are not within a “controlled group of corporations” (as defined in Section 1563 of the Internal Revenue Code) in which the Company is a member at the time of such sale or transfer.
