Forfeiture; Vesting Sample Clauses

Forfeiture; Vesting. (a) Except as provided in Subsections 1(c) and (d), if Employee’s employment with the Company is terminated for any reason, including, but not limited to for Cause (as defined below), death, and disability, all unvested Shares (the “Unvested Shares”) as of the date of such termination shall immediately be forfeited and shall be transferred to the Company; provided that as to Shares that would have vested at the subsequent Vesting Date (as hereinafter defined), such Shares shall vest on a prorated basis based on the number of days elapsed from the prior Vesting Date through the date of termination and rounding down to the nearest Share. (b) Except as provided in Subsections 1(c) and (d), the Unvested Shares issued hereunder shall become vested over ten (10) years in 10% installments on each anniversary of the Effective Date (each such anniversary, a “Vesting Date”), conditioned upon Employee’s continued service as an Employee, Consultant or Director of the Company as of each such Vesting Date. (c) Notwithstanding the provisions of Section 1(b) hereof, in the event of a Change in Control all Unvested Shares shall immediately become vested immediately prior to the consummation of such Change in Control. (d) Notwithstanding the provisions of Subsections 1(a) and(b) hereof, in the event of Employee’s termination of employment without Cause or Employee’s Constructive Termination (each as defined below), in either case within eighteen months following a merger or consolidation of the Company with or into another corporation in a transaction that is not a Change in Control (a “Non-CIC Merger”), then all Unvested Shares (or any unvested rights to cash or other property for which the Unvested Shares were substituted or exchanged in connection with the Non-CIC Merger) shall immediately become vested. (e) For purposes of this Agreement, “Cause,” “Change in Control” and “Good Reason” shall have the following defined meanings:
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Forfeiture; Vesting. (a) If Employee's employment or consulting relationship with the Company is terminated for any reason, including, but not limited to, for cause, death, and disability, all unvested Shares shall be forfeited and shall be transferred to the Company; provided that as to Shares that would have vested at the end of the year of termination, such Shares shall vest on a prorated basis based on the number of days elapsed in such year and rounding down to the nearest Share. (b) The Shares issued hereunder shall become vested in three (3) cumulative installments as follows: (i) The first installment shall consist of 3,334 Shares and shall vest on August 13, 1998; (ii) The second installment shall consist of 3,333 Shares and shall vest on August 13, 1999; (iii) The third installment shall consist of 3,333 Shares and shall vest on August 13, 2000. (c) For example, if termination occurs on July 31, 1999, then Employee will retain as vested the 3,334 Shares that vested on August 13, 1998 and 3,214 of the 3,333 Shares that would otherwise have vested on August 13, 1999 (352/365 days times 3,333 Shares equals 3,214.3 Shares, which is rounded down to 3,214).
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Forfeiture; Vesting. (a) If Executive's employment with the Company terminates for any reason (other than as described in Section 5(b)), Executive shall forfeit to Company the percentage of the Restricted Shares that are not vested, based on the following schedule: Percentage of Restricted Shares that are Vested 60% immediately; 80% if Executive's employment continues through November 1, 2002; and 100% if Executive's employment continues through November 1, 2003;
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Forfeiture; Vesting. Subject to Subsections 1(d), 1(e) and 1(f) hereof, if Employee's employment with the Company is terminated for any reason, including, but not limited to for Cause (as defined below), all unvested Shares (the "Unvested Shares") as of the date of such termination shall immediately be forfeited and Employee's rights in any Unvested Shares shall thereupon lapse and expire; provided, that a number of Unvested Shares shall vest equal to the number of Shares that would have vested on the next Vesting Date next following the date of termination of employment (had Employee remained employment through such date), pro-rated based on the number of days elapsed from the Vesting Date immediately preceding the date of termination of employment through the date of termination (as a portion of the number of days between such Vesting Date and the Vesting Date next following the date of termination of employment), rounded down to the nearest whole Share. Except as provided in Subsections 1(a), (c) and (d) hereof, the Unvested Shares issued hereunder shall become vested over a [VESTING SCHEDULE] year period, as specifically set forth below, subject to Employee's continued service as an Employee of the Company as of each such Vesting Date.
Sample 1
Forfeiture; Vesting. If the Employee ceases to be an employee, consultant or advisor to the Company or a subsidiary of the Company at any time for any reason (the date this occurs being hereafter referred to as the “Termination Date”), whether because of any action of the Company or the Employee, the death or incapacity of the Employee or otherwise, all Unvested Shares (as defined below) shall automatically be forfeited to the Company. For purposes of this Agreement, “Unvested Shares” means any Shares that are not Vested Shares, and “Vested Shares” means any Shares that have vested in accordance with the following schedule: [ ] [ ] [ ] Shares shall vest in each case only to the extent that the Employee remains an employee, consultant or advisor to the Company or a subsidiary of the Company at such time.
Sample 1
Forfeiture; Vesting. If the employment of Executive with the Company is terminated for any reason on or after [Date], Executive shall immediately upon such termination forfeit a portion of the Non-Voting Common Shares granted under Section 1, above, on the following basis: Notwithstanding the foregoing, if on or after [Date], Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason, in lieu of the forfeiture schedule above the number of Non-Voting Common Shares forfeited immediately upon termination shall be equal to XXX.XX Non-Voting Common Shares for each full month remaining after the
Sample 1
Forfeiture; Vesting. (a) Except as provided in Subsections 1(c) and (d), if Employee’s employment with the Company is terminated for any reason, including, but not limited to for Cause (as defined below), death, and disability, all unvested Shares (the “Unvested Shares”) as of the date of such termination shall immediately be forfeited and shall be transferred to the Company; provided that as to Shares that would have vested at the subsequent Vesting anniversary of the Effective Date (each such anniversary, a “Vesting Date”), such Shares shall vest on a prorated basis based on the number of days elapsed from the prior Vesting Date through the date of termination and rounding down to the nearest Share. (b) Except as provided in Subsections 1(c) and (d), the Unvested Shares issued hereunder shall vest over [ten (10) years1] [five (5) years2] [four (4) years3] [three (3) years4] [two (2) years5] [one (1) year6] [immediately7] on the following dates, provided Employee is still an employee on that date: 1For employees age 49 and below as of the date of the grant. 2 For employees age 50 – 55 as of the date of the grant. 3For employees age 56 as of the date of the grant. 4For employees age 57 as of the date of the grant. 5For employees age 58 as of the date of the grant. 6For employees age 59 as of the date of the grant. 7For employees age 60 and above as of the date of the grant. ___________ ___/___/_____ ___________ ___/___/_____ ___________ ___/___/_____ ___________ ___/___/_____ ___________ ___/___/_____ ___________ ___/___/_____ ___________ ___/___/_____ ___________ ___/___/_____ ___________ ___/___/_____ ___________ ___/___/_____ (c) Notwithstanding the provisions of Section 1(b) hereof, in the event of a Change in Control all Unvested Shares shall immediately become vested immediately prior to the consummation of such Change in Control. (d) Notwithstanding the provisions of Subsections 1(a) and (b) hereof, in the event of Employee’s termination of employment without Cause or Employee’s Constructive Termination (each as defined below), in either case within eighteen months following a merger or consolidation of the Company with or into another corporation in a transaction that is not a Change in Control (a “Non-CIC Merger”), then all Unvested Shares (or any unvested rights to cash or other property for which the Unvested Shares were substituted or exchanged in connection with the Non-CIC Merger) shall immediately become vested. (e) For purposes of this Agreement, “Cause,” “Chan...
Sample 1
Forfeiture; Vesting. You currently hold Options granted to you under the Company’s Amended and Restated 2017 Omnibus Incentive Plan (the “Omnibus Plan”) and the Stock Option Award Agreements dated as of December 4, 2019 (the “2019 Option Agreement”) and March 6, 2020 (the “2020 Option Agreement” and together with the 2019 Option Agreement, the “Option Agreements”), which will be unvested as of the Termination Date (the “Unvested Options”). Notwithstanding anything to the contrary in the Omnibus Plan or Option Agreements, and provided you continue to comply with the terms of this Agreement (including without limitation Sections 10 through 13 of this Agreement), (i) the Unvested Options granted under the 2019 Option Agreement will not be forfeited on the Termination Date and instead will continue to vest and become exercisable in accordance with the terms of the Omnibus Plan and 2019 Option Agreement as if you remained an employee of the Company until the final vesting date thereunder; and (ii) the Unvested Options granted under the 2020 Option Agreement that are scheduled to vest on the next two (2) vesting dates following the Termination Date will not be forfeited on the Termination Date and instead will continue to vest in accordance with the terms of the Omnibus Plan and the 2020 Option Agreement as if you remained an employee of the Company until the second (2nd) vesting date and all of the other Unvested Options under the 2020 Option Agreement will be automatically forfeited on the Termination Date.
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Forfeiture; Vesting 
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Related to Forfeiture; Vesting

  • Time Vesting Subject to Sections 5(b) and 6 below, the RSUs will vest and become nonforfeitable in accordance with and subject to the time vesting schedule set forth on Exhibit A attached hereto, subject to the Participant’s continued status as a Service Provider through each applicable vesting date.

  • Performance Vesting Within sixty (60) days following the completion of the Performance Period, the Plan Administrator shall determine the applicable number of Performance Shares in accordance with the provisions of the Award Notice and Schedule I attached thereto.

  • Stock Vesting Unless otherwise approved by the Board, 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 one year following the date of the grant, and (b) seventy-five percent (75%) of such stock shall vest in equal monthly installments over the next three years thereafter.

  • Vesting; Forfeiture (a) Subject to the Participant’s continued employment or service through the applicable vesting date and except as otherwise provided in this Section 3, the Award shall vest at the time(s) set forth on the signature page hereto. The Administrator has authority to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.

  • 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.

  • Forfeiture of RSUs If you (a) breach any restrictive covenant (which, for the avoidance of doubt, includes any non-compete, non-solicit, non-disparagement or confidentiality provisions) contained in any arrangements with the Company (including your Employment Agreement and the confidentiality covenant contained in Section 10(c) hereof) to which you are subject or (b) engage in fraud or willful misconduct that contributes materially to any financial restatement or material loss to the Company or any of its Subsidiaries, your rights with respect to the RSUs shall immediately terminate, and you shall be entitled to no further payments or benefits with respect thereto and, if the RSUs are vested and/or settled, the Company may require you to forfeit or remit to the Company any amount payable, or the after-tax net amount paid or received by you, in respect of any RSUs; provided, however, that (i) the Company shall make such demand that you forfeit or remit any such amount no later than six months after learning of the conduct described in this Section 4 and (ii) in cases where cure is possible, you shall first be provided a 15-day cure period to cease, and to cure, such conduct.

  • Forfeiture of Restricted Stock Units i. If the Participant’s employment is terminated by reason of the Retirement of the Participant before October 1, <Year_of_Grant>, then the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate immediately without further obligation on the part of the Corporation or any Subsidiary Company. ii. If the Participant’s employment is terminated for any reason other than Retirement, Disability, or death, any Restricted Stock Units that are subject to a Restriction Period shall be forfeited immediately without further obligation on the part of the Corporation or any Subsidiary Company, and all rights of the Participant with respect to such Restricted Stock Units shall terminate. If the Participant is granted a leave of absence before the expiration of the Restriction Period, the Participant shall not forfeit any rights with respect to any Restricted Stock Units subject to the Restriction Period, except for Dividend Equivalent Payments as provided in Section 4 of this Agreement, unless the Participant’s employment with the Corporation or a Subsidiary Company terminates at any time during or at the end of the leave of absence and before the expiration of the Restriction Period, at which time all rights of the Participant with respect to such Restricted Stock Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. iii. Notwithstanding any provision of this Agreement to the contrary, if the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant, and the Participant Engages in Competing Employment within a period of two years following Retirement or Disability, and before the expiration of the Restriction Period, then any Restricted Stock Units subject to a Restriction Period shall be forfeited immediately and all rights of the Participant to such Units shall terminate without further obligation on the part of the Corporation or any Subsidiary Company. A Participant “Engages in Competing Employment” if the Participant works for or provides services for any Competitor, on the Participant’s own behalf or on behalf of others, including, but not limited to, as a consultant, independent contractor, director, owner, officer, partner, joint venturer, or employee. For this purpose, a “Competitor” is any entity in the same line of business as the Corporation in North American markets in which the Corporation competes, including, but not limited to, any North American Class I rail carrier, any other rail carrier competing with the Corporation (including without limitation a holding or other company that controls or operates or is otherwise affiliated with any rail carrier competing with the Corporation), and any other provider of transportation services competing with Corporation, including motor and water carriers. Moreover, notwithstanding any provision of this Agreement to the contrary, the Restricted Stock Units shall be forfeited immediately and all rights of the Participant to such Units shall terminate if: A. the Participant’s employment is terminated by reason of the Retirement or Disability of the Participant before the expiration of the Restriction Period, and B. it is determined that the Participant engaged in any of the following: 1. the Participant engaged in an act of fraud, embezzlement, or theft in connection with the Participant’s duties or in the course of the Participant’s employment with the Corporation or Subsidiary Company; or 2. the Participant disclosed confidential information in violation of a confidentiality agreement with the Corporation or a Subsidiary Company, or otherwise in violation of the law. A determination under this paragraph shall be made by the Committee with respect to a participant who was, at any time, employed at the level of Vice President or above, and this determination shall be made by the Vice President Human Resources with respect to all other participants, and in either situation upon consultation with the Corporation’s chief legal officer. Participant understands that nothing in this Agreement (1) prohibits or impedes Participant from reporting possible violations of federal law or regulation to any governmental agency or entity (including but not limited to the Department of Justice, the Securities and Exchange Commission (SEC), the Congress, and any agency Inspector General), from making other disclosures that are protected under the whistleblower provisions of federal law or regulation, or from receiving a monetary award from the SEC related to participation in an SEC investigation or proceeding, or (2) requires Participant to obtain prior authorization of the Corporation to make any such reports or disclosures or to notify the Corporation of such reports or disclosures.

  • Vesting Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

  • Forfeiture of Restricted Shares Subject to Section 4(b), if your Service to the Company or any Affiliate terminates before all of the Restricted Shares have vested, or if you attempt to transfer Restricted Shares in a manner contrary to the transfer restrictions, you will immediately forfeit all unvested Restricted Shares. Any Restricted Shares that are forfeited shall be returned to the Company for cancellation.

  • Forfeiture Restrictions The Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions, and in the event of termination of the Employee’s employment with the Company for any reason other than as provided in Section 2(b), the Employee shall, for no consideration, forfeit to the Company all Restricted Shares then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Restricted Shares to the Company upon termination of employment are herein referred to as the “Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Shares.