Restriction Period and Vesting. (a) The Units shall vest and the restrictions shall lapse as follows: (i) 25% of the Units shall vest and restrictions shall lapse on each anniversary of the grant date (the “Vesting Dates”) until the Units are fully vested, or (ii) earlier pursuant to this Agreement or in accordance with Section 6.8 of the Plan (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture.
(b) If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination. If, after twelve months of service have been rendered and prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of Retirement, the portion of the Award that is then unvested shall continue to vest after the date of such termination as if the Holder’s employment with the Company continued until the end of the Restriction Period.
(c) If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates for any reason other than death or Disability, or Retirement, the Units that are then unvested as of the effective date of the Holder’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company.
(d) In the event of a Change in Control, as defined in the Plan, the Units shall immediately vest in full and the restrictions shall lapse as provided in Section 6.8 of the Plan; provided, however, that in the event that (i) the Units constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Change in Control does not constitute a “change in control event’ within the meaning of Section 409A of the Code, the Units shall not immediately vest upon such Change in Control, but instead shall vest and be payable in accordance with the vesting schedule set forth in clause (i) of Section 1(a) hereof, or earlier pursuant to Section 1(b) hereof.
Restriction Period and Vesting. (a) The restrictions on the Award shall lapse on the earliest of the following: (i) with respect to one-fifth of the aggregate number of shares of Stock subject to the Award on February 19, 1998 and as to an additional one-fifth of such aggregate number of shares on each anniversary thereof during the years 1999 through 2002, inclusive, or (ii) in accordance with Section 6.8 of the Plan (the "Restriction Period").
(b) If the Holder's employment with the Company is terminated by the Company during the Restriction Period or by reason of the Holder's "Permanent and Total Disability" (as such term is defined in the Plan), or by reason of the Holder's voluntary resignation or retirement or his death, then any shares of Stock as to which restrictions have not lapsed shall be forfeited.
Restriction Period and Vesting. The Award shall vest in accordance with the vesting schedule set forth in the Award Notice, provided the Participant remains continuously employed by the Company through the applicable vesting date. The period of time prior to the vesting shall be referred to herein as the “Restriction Period.” In the event of the Participant’s Termination, the portion of the Award that was not vested immediately prior to such Termination shall be immediately forfeited by the Participant and cancelled by the Company.
Restriction Period and Vesting. (a) The Award shall vest (i) with respect to one-third of the aggregate number of shares of Stock subject to the Award on each anniversary of the Grant Date during the years 2001 through 2003, inclusive, or (ii) earlier (x) pursuant to Section 4(b) hereof, (y) upon any termination of the Holder's employment with the Company unless such termination of employment constitutes a "Nonqualifying Termination," as such term is defined in the Holder's Severance Agreement with the Company dated May 6, 1996 (the "Severance Agreement"), or (z) upon a "Change in Control" as that term is defined in the Severance Agreement (the "Restriction Period").
(b) If the Holder's employment by the Company terminates by reason of retirement other than for Good Reason (as defined in the Severance Agreement) on or after age 65, Disability or death, the Award shall become fully vested as of the effective date of the Holder's termination of employment or the date of death, as the case may be.
(c) If the Holder's employment by the Company terminates for any reason other than Good Reason, retirement on or after age 65 other than for Good Reason, Disability or death or is terminated by the Company for Cause (as defined in the Severance Agreement), if the Award has not vested as of the effective date of the Holder's termination of employment or death, as the case may be, such Award shall be forfeited by the Holder and shall be canceled by the Company.
Restriction Period and Vesting. The restrictions on the applicable portion of the Award shall lapse on _______________ the “Vest Date” if Participant continues service on the Board from the Award Date through such Vest Date.
Restriction Period and Vesting. (a) The Award shall vest (i) with respect to restricted stock units subject to the Award on, , , an additional restricted stock units subject to the Award on , and the remaining restricted stock units subject to the Award on , , or (ii) earlier pursuant to Section 2(c) or (e) hereof (the “Restriction Period”).
(b) If the Employee’s employment by the Company terminates by reason of retirement, the Award shall continue to vest in accordance with Section 2(a)(i) or earlier pursuant to Section 2(e) hereof; provided, however, that if the Employee dies after such Employee’s termination of employment by reason of retirement, the portion of the Award, if any, which is not vested as of the date of death shall become fully vested as of the date of death. For purposes of this Agreement, “retirement” shall mean retirement either (i) at or after age 55 after a minimum of ten years of employment with the Company or (ii) at or after age 65. For purposes of this Section 2.2(b) only, employment with an entity or business acquired by the Company shall be deemed to be employment with the Company.
Restriction Period and Vesting. (a) Subject to Section 2(e), the Award shall vest (i) with respect to one-quarter (1/4) of the restricted stock units subject to the Award on the first anniversary of the Grant Date, an additional one-quarter (1/4) of the restricted stock units subject to the Award on the second anniversary of the Grant Date, an additional one-quarter (1/4) of the restricted stock units subject to the Award on the third anniversary of the Grant Date, and the remaining one-quarter (1/4) of the restricted stock units subject to the Award on the fourth anniversary of the Grant Date, or (ii) earlier pursuant to Section 2(b) or (d) hereof (the “Restriction Period”).
(b) Subject to Section 2(e), if the Company terminates the Employee’s employment by reason of permanent disability or the Employee’s employment terminates due to death, the Award shall become fully vested as of the effective date of the Employee’s termination of employment or the date of death, as the case may be. For purposes of this Agreement, “permanent disability” shall mean the inability of the Employee to substantially perform his or her duties for a continuous period of at least six months as determined by the Committee.
(c) Subject to Section 2(e), if the Employee’s employment by the Company terminates for any reason other than permanent disability or death, the portion of the Award, if any, which is not vested as of the effective date of the Employee’s termination of employment shall be forfeited and cancelled by the Company.
(1) In the event of a Change in Control (as defined in Appendix A), the Award shall immediately vest in full.
(2) In the event of a Change in Control pursuant to paragraph (3) or (4) of Appendix A, the Board of Directors (as constituted prior to such Change in Control) may, in its discretion (subject to existing contractual arrangements):
(i) require that shares of stock of the corporation resulting from such Change in Control, or a parent corporation thereof, be substituted for some or all of the Shares (as defined in Section 3) issuable pursuant to the Award, as determined by the Board of Directors; and/or
(ii) require the Award, in whole or in part, to be surrendered to the Company by the Employee and to be immediately cancelled by the Company, and provide for the Employee to receive a cash payment in an amount not less than the amount determined by multiplying the number of restricted stock units subject to the Award immediately prior to such cancellation (but after giving effect t...
Restriction Period and Vesting. (a) The Award shall vest and the restrictions shall lapse as follows: (i) 25% of the Award shall vest and restrictions shall lapse on each anniversary of the grant date (the “Vesting Dates”) until the award is fully vested, or (ii) earlier pursuant to this Agreement or in accordance with Section 6.8 of the Plan (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture.
(b) If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of death or Disability, the portion of the Award that is then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination.
(c) If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates for any reason other than death or Disability, the portion of the Award which is not vested as of the effective date of the Holder’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company.
(d) In the event of a Change in Control, as defined in the Plan, the Award shall immediately vest in full and the restrictions shall lapse as provided in Section 6.8 of the Plan.
Restriction Period and Vesting. The restrictions on the Award ------------------------------ shall lapse (i) with respect to all of the shares of Stock subject to the Award at the earlier of May 31, 1998 and the conclusion of the 1998 Annual Meeting of Shareholders of the Company, or (ii) earlier in accordance with Section 6.8 of the Plan (the "Restriction Period").
Restriction Period and Vesting. (a) The Award shall vest (i) as set forth in the Award Notification, or (ii) earlier pursuant to Section 4(b). The period of time from the Grant Date until the Award vests is referred to as the "Restriction Period".
(b) If the Participant's employment by the Company terminates by reason of Disability, or death, the Restricted Stock shall become fully vested on the date of the Participant's termination of employment.
(c) If the Participant's employment by the Company terminates by reason of Retirement, the Award will continue to vest unless Participant accepts any employment, assignment, position or responsibility, or acquires any ownership interest (other than holding and making investments in common equity securities of any corporation, limited partnership or other entity that has its common equity securities traded in a generally recognized market, provided such equity interest does not exceed 5% of the outstanding shares or equity interests in such corporation, limited partnership or other entity), which involves the Participant's participation in a hotel and leisure 2003 Restricted Stock Grant company engaged in the operation of owned hotels, management of hotels, franchising hotels, development and operation of vacation ownership resorts and the marketing or selling of vacation ownership interests, in which case the Participant shall forfeit automatically any unvested Restricted Stock. If Participant dies prior to the vesting of the entire Award following termination of employment by reason of Retirement, the Award shall become fully vested on the date of death.
(d) If the Participant's employment by the Company terminates for any reason other than Disability, Retirement or death, Participant shall forfeit automatically the portion of the Award that is not vested as of the effective date of the Participant's termination of employment and such portion shall be cancelled by the Company.
