Restriction and Vesting. Subject to the terms set forth in this Award Agreement and the Plan, and provided that you are still an employee of the Company at that time, 20 percent of the Shares represented by the Award will vest on each of the first, second, third, fourth and fifth anniversaries of the date of grant set forth on your Award Notice (each, a “Vesting Date”). If your employment terminates before a Vesting Date, including, but not limited to, Retirement, then the unvested portion of the Award shall be forfeited and cancelled immediately. If your employment terminates due to death or Disability, your Award shall immediately become 100% vested.
Restriction and Vesting. (a) Subject to the terms set forth in this Award Agreement and the Plan, provided you are still a member of the Board of Directors of the Company, the total number of Shares represented by the Award shall vest on the third anniversary of the date of grant set forth on your Award Notice (a “Vesting Date”). The Committee shall have discretion to accelerate vesting in whole or in part for events including but not limited to Retirement from Board service. For purposes of this Agreement, “Retirement” shall mean attainment of age 55 or older, with at least ten years of service as a member of the Paychex Board of Directors.
Restriction and Vesting. Each unvested Share under the Award shall be subject to the Transfer Restrictions set forth in Section 4 of this Agreement. Subject to Sections 2 and 3, the Shares shall vest in [•] tranches (each, a “Vesting Tranche” and collectively, the “Vesting Tranches”) in accordance with Subsection 1(a) of this Agreement and applicable provisions of the Plan, but in each case only if a Forfeiture Condition described in Subsection 1(b) below has not previously occurred. The term “vest” as used herein with respect to any Share means the lapsing of the Transfer Restrictions described herein with respect to such Share.
Restriction and Vesting. (a) Subject to the terms set forth in this Award Agreement and the Plan, unless earlier vested under Section 2(b) of this Award Agreement, provided you are still a full-time employee of the Company at that time, all of the Shares represented by the Award will vest on the fifth anniversary of the date of grant, July 17, 2007 (a “Vesting Date”).
(b) Notwithstanding Section 2(a) of this Award Agreement, for each of the following fiscal years of the Company, if the Company’s operating income, excluding interest on funds held for clients (“Operating Income”), for such fiscal year equals or exceeds the following target for such fiscal year, then, provided you are still a full-time employee of the Company at that time, one-third of the total number of Shares, as set forth on your Award Notice, represented by the Award shall vest upon the confirmation by the Company of such fiscal year’s Operating Income (also a “Vesting Date”): Fiscal Year Target Operating Income 2008 $ 696,269,000 2009 $ 800,709,000 2010 $ 920,816,000 2011 $ 1,058,938,000
(c) Except in the event of your death or Disability, if your employment terminates before a Vesting Date for any reason, including, but not limited to, Retirement, then the unvested portion of the Award shall be forfeited and cancelled immediately. If your employment terminates due to death or Disability, your Award shall immediately become 100% vested.
Restriction and Vesting. (a) Subject to the terms set forth in this Award Agreement and the Plan, provided you are still a member of the Board of Directors of the Company, the total number of Shares represented by the Award shall vest on the first anniversary of the date of grant set forth on your Award Notice (a “Vesting Date”). The Committee shall have discretion to accelerate vesting in whole or in part for events including but not limited to Retirement from Board service. The term “Retirement” means retirement from the Board at age 55 or older with ten or more years of service with the Company.
Restriction and Vesting. (a) Subject to the terms set forth in this Award Agreement and the Plan, unless earlier vested under Section 2(b) of this Award Agreement, provided you are still a full-time employee of the Company at that time, all of the Shares represented by the Award will vest on the fifth anniversary of the date of grant set forth on your Award Notice (a “Vesting Date”).
(b) Notwithstanding Section 2(a) of this Award Agreement, for the fiscal year 2007, if the Company’s operating income, excluding interest on funds held for clients and stock-based compensation expense equals or exceeds the target for fiscal 2007 and for each of the fiscal years following fiscal 2007 of the Company, if the Company’s operating income, excluding interest on funds held for clients (“Operating Income”), for such fiscal year equals or exceeds the following target for such fiscal year, then, provided you are still a full-time employee of the Company at that time, one-third of the total number of Shares represented by the Award shall vest upon the confirmation by the Company of such fiscal year’s Operating Income (also a “Vesting Date”): Fiscal Year Target Operating Income 2007 $ 631,088,000 2008 $ 696,269,000 2009 $ 800,709,000 2010 $ 920,816,000
(c) Except in the event of your death or Disability, if your employment terminates before a Vesting Date for any reason, including, but not limited to, Retirement, then the unvested portion of the Award shall be forfeited and cancelled immediately. If your employment terminates due to death or Disability, your Award shall immediately become 100% vested.
Restriction and Vesting. Each Share under the Restricted Stock Award shall be subject to the transfer restrictions (the “Transfer Restrictions”) set forth in Section 2 of this Restricted Stock Agreement (the “Agreement”). The Shares shall vest and the Transfer Restrictions with respect thereto shall lapse on the following dates in accordance with the following terms and conditions: One hundred percent vesting on the 1st anniversary of the Grant Date, Each such anniversary date shall be referred to herein as the “Regular Vesting Date” of the Vesting Tranche vesting on such date.
Restriction and Vesting. (a) Subject to the terms set forth in this Award Agreement and the Plan, unless earlier vested under Section 2(b) of this Award Agreement, provided you are still a full-time employee of the Company at that time, these shares will vest pro rata with respect to one-third of the shares on the first, second, and third anniversaries of the Date of Grant, with any fractional share resulting from such pro-ration vesting on the third anniversary of the Date of Grant as set forth on your Award Notice (a “Vesting Date”).
(b) Except in the event of your death or Disability, if your employment terminates before a Vesting Date for any reason, including, but not limited to, Retirement, then the unvested portion of the Award shall be forfeited and cancelled immediately. If your employment terminates due to death or Disability, your Award shall immediately become 100% vested. The term “Disability” means a condition whereby you are unable to perform the essential functions of your position with reasonable accommodations by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted for a continuous period of not less than six months, all as verified by a physician acceptable to, or selected by, the Company.
Restriction and Vesting. Each Share under the Restricted Stock Award shall be subject to the transfer restrictions (the “Transfer Restrictions”) set forth in Section 2 of this Restricted Stock Agreement (the “Agreement”). The Shares shall vest and the Transfer Restrictions with respect thereto shall lapse on the following dates in accordance with the following terms and conditions, but in each case only if the Participant is still employed with the Company or an Affiliate on the applicable date and has been so employed continuously from the date hereof: 33% of the Shares on the 1st anniversary of the Grant Date; an additional 33% of the Shares on the 2nd anniversary of the Grant Date; and the remaining 33% of the Shares on the 3rd anniversary of the Grant Date, Any Share subject to the Restricted Stock Award shall be automatically and immediately forfeited to the Company if the Participant terminates employment with the Company for any reason or is involuntarily terminated by the Company with or without “Cause” prior to the vesting of, and the lapse of the Transfer Restrictions with respect to, such Share. A vested share to which the Transfer Restrictions no longer apply shall be freely transferable, subject, however, to federal and state securities laws. Until a Share is vested and the Transfer Restrictions with respect thereto have lapsed, the book entry or certificate evidencing the Share (which the Company retains the right to escrow) shall carry a restrictive legend that prohibits any transfer including the assignment, hypothecation or pledge of the Shares prior to vesting and the lapse of the Transfer Restrictions.
Restriction and Vesting. (a) Subject to the terms set forth in this Award Agreement and the Plan, unless earlier vested under Section 2(b) of this Award Agreement, provided you are still a full-time employee of the Company as of each date set forth below, the Shares, as set forth on your Award Notice granted on July 17, 2007, represented by the Award will vest as follows: Date: Shares: October 1, 2010 10,000 October 1, 2011 10,000 October 1, 2012 10,000
(b) Except in the event of your death or Disability, if your employment terminates before a Vesting Date for any reason, including, but not limited to, Retirement, then the unvested portion of the Award shall be forfeited and cancelled immediately. If your employment terminates due to death or Disability, your Award shall immediately become 100% vested.
