Certain Terminations of Employment. If the Awardee’s employment with the Corporation and its Subsidiaries terminates as a result of the Awardee’s death or permanent disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986 as amended (the “Code”) or any successor section), a Voluntary Termination With Consent, or the Awardee’s retirement under any retirement plan of the Corporation or one of its Subsidiaries, and the employment and stock performance restrictions have not previously lapsed with respect to shares of the Performance Restricted Stock pursuant to Sections 3.A. or 6, such shares of the Performance Restricted Stock which have not been previously forfeited to the Corporation pursuant to Section 5 or the last sentence of Section 3.A. shall continue to be eligible for vesting under the stock performance conditions set forth in Section 3.A.(a), (b) and (c) and shall become vested pursuant to the table set forth in Section 3.A., if (and at the time) the Performance Vesting Dates described in Section 3.A.(a), (b) and (c), respectively, occur within two years after the date of termination of employment of the Awardee. Sections 5 and 6 and the last sentence of Section 3.A. shall continue to apply to shares of Performance Restricted Stock during such two-year period or, in the case of Section 6 and the last sentence of Section 3.A, if earlier, until such shares of Performance Restricted Stock become vested pursuant to the table set forth in Section 3.A. The Corporation shall instruct its transfer agent to no longer designate as restricted on the transfer agent’s book-entry records of the owners of the Class A Common Stock any shares of the Performance Restricted Stock which become vested pursuant to this Section 3.B, provided that Section 5 shall continue to apply to such shares to the extent set forth in Section 5 for the period set forth in Section 5. Any such shares of the Performance Restricted Stock on which the employment and stock performance restrictions under Section 3 of this Agreement have not previously lapsed, which have not been previously forfeited, and which have not become vested as of the close of business on the two-year anniversary of the date of termination of employment of the Awardee shall, without any further action, be forfeited to the Corporation by the Awardee at such time and cease to be issued and outstanding shares of the Class A Common Stock of the Corporation.
Appears in 1 contract
Samples: Restricted Share Agreement (Matthews International Corp)
Certain Terminations of Employment. If the Awardee’s employment with the Corporation and its Subsidiaries terminates as a result of the Awardee’s death or permanent disability (within Permanent Disability, a voluntary termination with the meaning of Section 22(e)(3) consent of the Internal Revenue Code Corporation or one of 1986 its Subsidiaries as amended (determined under the “Code”) Plan on or any successor section), a Voluntary Termination With Consentafter ●, or the Awardee’s retirement under any retirement plan of the Corporation or and/or one of its SubsidiariesSubsidiaries on or after ●, and the employment and stock performance restrictions other Vesting Restrictions have not previously lapsed with respect to shares of underlying the Performance Restricted Stock RSUs set forth in the table above pursuant to Sections 3.A. this Exhibit A or 6a Section 11 Event, such shares of underlying RSUs set forth in the Performance Restricted Stock table above which have not been previously forfeited to the Corporation pursuant to Section 5 4 of the Agreement or the last sentence of Section 3.A. the immediately preceding paragraph shall continue to be eligible for vesting under the stock Adjusted EPS performance conditions set forth in Section 3.A.(a), (b) and (c) table above and shall become vested pursuant to the table set forth in above on the Release Date. Section 3.A., if (and at the time) the Performance Vesting Dates described in Section 3.A.(a), (b) and (c), respectively, occur within two years after the date of termination of employment 4 of the Awardee. Sections 5 Agreement and 6 a Section 11 Event and the last sentence of Section 3.A. the immediately preceding paragraph shall continue to apply to shares of Performance Restricted Stock during such two-year period underlying the RSUs set forth in the table above through the Release Date or, in the case of a Section 6 11 Event and the last sentence of Section 3.Aimmediately preceding paragraph, if earlier, until such shares of Performance Restricted Stock underlying the RSUs set forth in the table above become vested pursuant to the table set forth in Section 3.A. The Corporation shall instruct its transfer agent to no longer designate as restricted on the transfer agent’s book-entry records immediately preceding paragraph of the owners of the Class A Common Stock any shares of the Performance Restricted Stock which become vested pursuant to this Section 3.B, provided that Section 5 shall continue to apply to Exhibit A. Any such shares to underlying the extent RSUs set forth in Section 5 for the period set forth in Section 5. Any such shares of the Performance Restricted Stock table above on which the employment and stock performance restrictions other Vesting Restrictions under Section 3 this Exhibit A of this the Agreement have not previously lapsed, which have not been previously forfeited, and which have not become vested as of the close of business on the two-year anniversary of the date of termination of employment of the Awardee Release Date shall, without any further action, be forfeited to the Corporation by the Awardee at such time and cease to be issued and outstanding shares of the Class A Common Stock of the Corporationforfeited.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Matthews International Corp)
Certain Terminations of Employment. If the Awardee’s employment with the Corporation and its Subsidiaries terminates as a result of the Awardee’s death or permanent disability (within the meaning of Section 22(e)(3422(c)(6) of the Internal Revenue Code of 1986 as amended (the “Code”) or any successor section), a Voluntary Termination With Consent, or the Awardee’s retirement under any retirement plan of the Corporation or one of its Subsidiaries, and the employment and stock performance restrictions have not previously lapsed with respect to shares of the Performance Restricted Stock pursuant to Sections 3.A. 3, A. or 6, such shares of the Performance Restricted Stock which have not been previously forfeited to the Corporation pursuant to Section 5 or the last sentence of Section 3.A. 3, A. shall continue to be eligible for vesting under the stock performance conditions set forth in Section 3.A.(a3. A.(a), (b) and (c) and shall become vested pursuant to the table set forth in Section 3.A.3. A., if (and at the time) the Performance Vesting Dates described in Section 3.A.(a3. A.(a), (b) and (c), respectively, occur within two years after the date of termination of employment of the Awardee. Sections 5 and 6 and the last sentence of Section 3.A. shall continue to apply to shares of Performance Restricted Stock during such two-year period or, in the case of Section 6 and the last sentence of Section 3.A, if earlier, until such shares of Performance Restricted Stock become vested pursuant to the table set forth in Section 3.A. The Corporation shall instruct its transfer agent to no longer designate as restricted on the transfer agent’s book-entry records of the owners of the Class A Common Stock any shares of the Performance Restricted Stock which become vested pursuant to this Section 3.B, provided that Section 5 shall continue to apply to such shares to the extent set forth in Section 5 for the period set forth in Section 5. Any such shares of the Performance Restricted Stock on which the employment and stock performance restrictions under Section 3 of this Agreement have not previously lapsed, which have not been previously forfeited, and which have not become vested as of the close of business on the two-year anniversary of the date of termination of employment of the Awardee shall, without any further action, be forfeited to the Corporation by the Awardee at such time and cease to be issued and outstanding shares of the Class A Common Stock of the Corporation.
Appears in 1 contract
Samples: Restricted Stock Agreement (Matthews International Corp)
Certain Terminations of Employment. If the Awardee’s employment with the Corporation and its Subsidiaries terminates as a result of the Awardee’s death or permanent disability (within Permanent Disability, a voluntary termination with the meaning of Section 22(e)(3) consent of the Internal Revenue Code Corporation or one of 1986 its Subsidiaries as amended (determined under the “Code”) Plan on or any successor section), a Voluntary Termination With Consentafter ●, or the Awardee’s retirement under any retirement plan of the Corporation or and/or one of its SubsidiariesSubsidiaries on or after ●, and the employment and stock Return On Invested Capital performance restrictions have not previously lapsed with respect to shares of underlying the Performance Restricted Stock RSUs set forth in the table above pursuant to Sections 3.A. this Exhibit B or 6a Section 11 Event, such shares of underlying RSUs set forth in the Performance Restricted Stock table above which have not been previously forfeited to the Corporation pursuant to Section 5 4 of the Agreement or the last sentence of Section 3.A. the immediately preceding paragraph shall continue to be eligible for vesting under the stock performance Return on Invested capital conditions set forth in Section 3.A.(a), (b) and (c) table above and shall become vested pursuant to the table set forth in above on the Release Date. Section 3.A., if (and at the time) the Performance Vesting Dates described in Section 3.A.(a), (b) and (c), respectively, occur within two years after the date of termination of employment 4 of the Awardee. Sections 5 Agreement and 6 a Section 11 Event and the last sentence of Section 3.A. the immediately preceding paragraph shall continue to apply to shares of Performance Restricted Stock during such two-year period underlying the RSUs set forth in the table above through the Release Date or, in the case of a Section 6 11 Event and the last sentence of Section 3.Aimmediately preceding paragraph, if earlier, until such shares of Performance Restricted Stock underlying the RSUs set forth in the table above become vested pursuant to the table set forth in Section 3.A. The Corporation shall instruct its transfer agent to no longer designate as restricted on the transfer agent’s book-entry records immediately preceding paragraph of the owners of the Class A Common Stock any shares of the Performance Restricted Stock which become vested pursuant to this Section 3.B, provided that Section 5 shall continue to apply to Exhibit B. Any such shares to underlying the extent RSUs set forth in Section 5 for the period set forth in Section 5. Any such shares of the Performance Restricted Stock table above on which the employment and stock Return On Invested Capital performance restrictions under Section 3 this Exhibit B of this the Agreement have not previously lapsed, which have not been previously forfeited, and which have not become vested as of the close of business on the two-year anniversary of the date of termination of employment of the Awardee Release Date shall, without any further action, be forfeited to the Corporation by the Awardee at such time and cease to be issued and outstanding shares of the Class A Common Stock of the Corporationforfeited.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Matthews International Corp)