Class B-2 Unit Vesting Sample Clauses

Class B-2 Unit Vesting. Prior to the occurrence of a Termination Date, 20% of the Class B-2 Units issued to the Executive hereunder will become Vested Units in any year where the Target EBITDA for such year is achieved. In any year that the Target EBITDA is not achieved, such Class B-2 Units that would have become Vested Units during that year had such Target EBITDA been met shall remain Unvested Units unless, in a subsequent year, the Cumulative Target EBITDA is achieved, at which time the then current year’s and all prior years’ Class B-2 Units that are Unvested Units shall become Vested Units. * The EBITDA Target shall not be charged with any severance expense or cost in connection with the Acquisition that is not projected as of the consummation of the Acquisition. EBITDA with respect to any fiscal period shall be as determined in good faith by the Board. EBITDA Targets and Cumulative EBITDA Targets will be adjusted from time to time by the Board as it deems necessary in light of acquisitions, dispositions and other transactions that impact the Company’s operations. Upon a Change on Control that occurs prior to the Termination Date, all Unvested Class B-2 Units that would become eligible for vesting during the year of such Change of Control (and all subsequent years) shall automatically become Vested Units or Unvested Units on the same basis that Class B-3 Units become Vested Units or Unvested Units, as described in Part 4 hereof.
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Class B-2 Unit Vesting. Prior to the occurrence of a Termination Date, 20% of the Class B-2 Units issued to the Executive hereunder will become Vested Units in any year where the Target EBITDA for such year is achieved. In any year that the Target EBITDA is not achieved, such Class B-2 Units that would have become Vested Units during that year had such Target EBITDA been met shall remain Unvested Units unless, in a subsequent year, the Cumulative Target EBITDA is achieved, at which time the then current year’s and all prior years’ Class B-2 Units that are Unvested Units shall become Vested Units. * The EBITDA Target shall not be charged with any severance expense or cost in connection with the Acquisition that is not projected as of the consummation of the Acquisition. EBITDA with respect to any fiscal period shall be as determined in good faith by the Board. EBITDA Targets and Cumulative EBITDA Targets will be adjusted from time to time by the Board as it deems necessary in light of acquisitions, dispositions and other transactions that impact the Company’s operations. Upon a Change on Control that occurs prior to the Termination Date, all Unvested Class B-2 Units that would become eligible for vesting during the year of such Change of Control (and all subsequent years) shall automatically become Vested Units or Unvested Units on the same basis that Class B-3 Units become Vested Units or Unvested Units, as described in Part 4 hereof.
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Related to Class B-2 Unit Vesting

  • Stock Vesting Unless otherwise approved by the Board of Directors, all stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers shall be subject to vesting as follows: (a) twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the Company, and (b) seventy-five percent (75%) of such stock shall vest over the remaining three (3) years.

  • Equity Vesting All of the then-unvested shares subject to each of the Executive’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Qualified Termination. For the avoidance of doubt, if the Executive’s Qualified Termination occurs prior to a Change in Control, then any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding for 3 months or the occurrence of a Change in Control (whichever is earlier) so that any additional benefits due on a CIC Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if no Change in Control occurs within 3 months following a Qualified Termination, any unvested portion of the Executive’s equity awards automatically will be forfeited permanently on the 3-month anniversary of the Qualified Termination without having vested.

  • Time Vesting The restrictions shall lapse with respect to the Shares of Restricted Stock covered by this Award, in the installments set forth in the Award Agreement, provided that G▇▇▇▇▇▇’s service as a Director of the Company and its Subsidiaries continues through the specified dates.

  • Class B Units Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

  • Restricted Period; Vesting Except as otherwise provided in the Plan and the Agreement and provided that the Grantee provides continuous services to TeleTech through each applicable vesting date, the RSUs will vest and the corresponding shares of Common Stock of the Company (or cash equivalent) will be issued in accordance with the following schedule: [DATE] 25% RSUs to vest on this vesting date [DATE] 25% RSUs to vest on this vesting date [DATE] 25% RSUs to vest on this vesting date [DATE] 25% RSUs to vest on this vesting date The period during which the RSUs remain unvested and forfeitable is referred to as the “Restricted Period”. a. The unvested portion of the RSU Award shall be forfeited immediately upon the termination of the Grantee’s services to TeleTech for any reason, including separation, death, disability or any other reason where the Grantee no longer is providing services to TeleTech, and the Company nor its Affiliates shall have any further obligations to the Grantee under this Agreement for such forfeited RSUs. b. Pursuant to the delegation of the Compensation Committee of the Board, the executive leadership team of the Company (the “Executive Committee”), in its sole discretion, shall have the authority to determine the effect of all matters and questions with respect to Grantee’s termination of affiliation with TeleTech and whether continuous services are being provided as these matters relate to RSU Award vesting, including, without limitation, the question of whether a termination of service has occurred, whether a leave of absence or disability constitute a termination of service and other similar questions. c. For purposes of the Plan and this Agreement, a Grantee’s status as an employee, director or consultant of TeleTech shall be deemed to be terminated in the event that the Company’s subsidiary employing or contracting with such Grantee ceases to be a Company subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).