Equity Award Vesting. In the event of (A) the termination of Employee’s employment with Employer due to Employee’s death, (B) the termination of Employee’s employment with Employer due to Disability, or (C) the termination of Employee’s employment by Employer without Cause, then, subject to the Change in Control Agreement (which shall apply in lieu of this Agreement in the event employment is terminated without Cause following a Change in Control) and Employee’s satisfaction of the Release Condition described in Section 3.2(b) above, Employee shall on the date of such termination of employment immediately receive an additional twelve (12) months’ vesting credit with respect to the stock options, stock appreciation rights, restricted stock and other equity or equity-based compensation of Employer granted to Employee in the course of his/her employment with Employer (other than any performance units granted after the Effective Date under an executive performance equity plan that by its explicit terms in not subject to this Section 3.2(d), for which any acceleration will be solely as provided in the award agreement evidencing such units). The shares of Employer underlying any restricted stock units that become vested pursuant to this Section 3.2(d) shall be payable on the vesting date. Any of Employee’s stock options and stock appreciation rights that become vested pursuant to this Section 3.2(d) shall be exercisable immediately upon vesting. Employee will have one (1) year and ninety (90) days after termination of employment without Cause, death or Disability to exercise any such vested stock options or other equity compensation; provided that, if during such period Employee is under any trading restriction due to a lockup agreement or closed trading window, then such period shall be tolled during the period of such trading restriction; provided further that in no event shall any stock option or stock appreciation right continue to be exercisable after the original expiration date of such stock option or stock appreciation right. Notwithstanding anything in this Agreement or the Change in Control Agreement to the contrary, in the case of the termination of Employee’s employment with Employer due to Employee’s death or due to Disability following a Change in Control, this Section 3.2(d) shall continue to apply.
Equity Award Vesting. One hundred percent (100%) of Executive’s then outstanding and unvested time-based equity awards (whether stock options, stock appreciation rights, shares of restricted stock, restricted stock units or otherwise) shall become vested and shall otherwise remain subject to the terms and conditions of the applicable equity incentive plan and the award agreements pursuant to which the time-based equity awards were granted. Executive’s then outstanding and unvested performance-based equity awards, shall vest in accordance with the terms of the applicable equity incentive plan and the award agreements pursuant to which the performance-based equity awards were granted and not pursuant to the terms of this Agreement. For the avoidance of doubt, all performance-based equity awards, including those where performance goals have been achieved but which remain subject to time-based vesting, shall not be considered time-based awards under the terms of this Agreement and shall be governed by the applicable incentive plan and the award agreements pursuant to which the performance-based equity awards were granted.
Equity Award Vesting. Notwithstanding anything to the contrary in any equity plan of the Company or its Affiliates or in any award agreement thereunder, any requirement of an equity award held by Executive that Executive remain an employee of the Company or an Affiliate or a member of the Board through an applicable vesting date shall be deemed satisfied if Executive remains an employee of, or provides services as a consultant to, the Company or an Affiliate, or continues as a member of the Board, through such vesting date.
Equity Award Vesting. Executive’s equity grant will vest as follows, provided Executive continues to be a Service Provider (as defined in the 2011 Equity Incentive Plan) through the applicable vesting date:
Equity Award Vesting. Specifically, each then-unvested Equity Award that is subject solely to time-based vesting will fully vest as of the Release Effective Date; and
Equity Award Vesting. Effective as of the Effective Date, your currently outstanding equity incentive awards set forth on Appendix A hereto (collectively, the “Equity Awards”), will accelerate and become vested as provided for a termination of service for any reason other than cause, as defined in the applicable Company Equity Incentive Plan under which the Equity Award was granted. Any equity incentive awards that are not vested following the application of the immediately preceding sentence shall be forfeited and cancelled for no additional consideration as of the Separation Date. You acknowledge and agree that Appendix A sets forth a complete and accurate list of your equity incentive awards that will become vested or forfeited in accordance with this Section 2(B)(3).
Equity Award Vesting. Except as expressly addressed in Sections 2(c) and 2(d) below, any shares covered by Company equity awards, whether granted to you before, on or after the Effective Date that are unvested and unexpired on the Termination Date, except for equity awards that vest with a contingency based on the achievement of a performance objective or objectives or that have their vesting accelerate upon the achievement of a performance objective or objectives, will become vested and exercisable on the Termination Date if the shares otherwise would have vested (solely by virtue of your continued employment with the Company and not, directly or indirectly, due to a Change of Control of the Company as defined in your Management Retention Agreement) during the one-year (1-year) period commencing on the Termination Date. Any equity awards that vest based on a combination of one or more performance objectives all of which have been met as of the Termination Date and a time-based vesting schedule will be treated for purposes of this paragraph as if they vested solely on a time-based vesting schedule. Any other unvested equity awards will be forfeited on the Termination Date.
Equity Award Vesting. If, at any time during the period beginning on July 1, 2016 and ending on the End Date, (A) Employee terminates employment with Employer due to Employee’s death, (B) Employee terminates employment with Employer due to Disability, (C) the Board removes Employee as a member of the Board without Cause or (D) Employer terminates the employment of Employee without Cause, then, subject to the Release Condition, Employee shall, as of the date of such termination of employment, immediately receive service-vesting credit for any equity awards that would have otherwise vested if Executive had continued employment through April 1, 2017 (which are, for the avoidance of doubt, the restricted stock units scheduled to vest on March 5, 2017, March 8, 2017 and March 13, 2017); provided, however, that such additional service-vesting credit shall not apply to Executive’s award under the Key Senior Talent Equity Performance Program, to the extent such award is then unvested.”
Equity Award Vesting. In consideration of the Services, and to the extent consistent with, and subject to, the terms of your Equity Awards, and the applicable equity incentive plans, your Equity Awards will continue to vest during the Consulting Period. You will be able to exercise any vested shares subject to the Equity Awards in accordance with the terms of your Equity Awards and the applicable equity incentive plans. You will not receive any additional consideration or compensation for the Services, including but not limited to consulting fees. In the event that the Consulting Period terminates prior to June 30, 2009 as a direct result of a Change in Control (defined below), the Equity Awards will be subject to accelerated vesting such that all unvested shares will become fully vested and exercisable. Furthermore, if, during
Equity Award Vesting. In exchange for Executive executing this Agreement and Executive’s covenants, representations and waivers herein (including Executive’s agreement to cancel or forfeit certain Equity Awards as provided in Paragraph 5, Executive’s release as provided in Paragraph 6 and Executive's continuing obligations referenced in Paragraph 8), the Company agrees that Executive shall have the right to vest in certain Equity Awards, subject to Executive providing consulting services to the Company in accordance with Paragraph 3 until the applicable vesting date and otherwise complying with this Agreement.
