Restriction Period. The Shares granted to Employee shall be Restricted Stock and shall be forfeited to the Company and immediately be surrendered to the Company in the event Employee ceases to be employed by the Company or an Affiliate during the Restriction Period, except as otherwise provided in Section 2.2(c). The Restriction Period shall begin at the inception of this Agreement and shall lapse following a Liquidity Event that occurs within six years of the date of this Agreement first stated above, provided that the Adjusted EBITDA Threshold has been met as of the date of such Liquidity Event, and, as appropriate, subject to continued employment with the Company or its Affiliates until, and the Adjusted EBITDA Threshold being met at, each lapse (vesting) date, as follows: (a) If the Liquidity Event is the Stock becoming Freely Tradable, the Restriction Period shall lapse and the Restricted Stock shall become vested as follows: (1) ¼ (25%) of the Restricted Stock shall vest on the date the Stock becomes Freely Tradable; (2) an additional ¼ of the Restricted Stock shall vest on the first anniversary of the date the Stock becomes Freely Tradable; (3) an additional ¼ of the Restricted Stock shall vest on the second anniversary of the date the Stock becomes Freely Tradable; and (4) the remaining ¼ of the Restricted Stock shall vest on the third anniversary of the date the Stock becomes Freely Tradable. Further, if Onex, LLC2 or their Affiliates have sold or sell 25% or more of their ownership of the Company, when the Stock becomes Freely Tradable, the Restriction Period shall lapse for an additional percentage of the Restricted Stock granted hereunder so that vesting shall at all times be at least equal to the total percentage of ownership of the Company sold by Onex, LLC2 or their Affiliates beginning on the date the Stock becomes Freely Tradable, subject to Employee's continuous employment with the Company or any of its Affiliates through the sale date that results in the Restriction Period lapsing for additional shares of Stock. (b) If the Liquidity Event is a Change in Control, the Restriction Period shall lapse for 100% of the Restricted Stock on the date of the Change in Control. (c) If, prior to a Liquidity Event, Employee suffers an Eligible Termination, Employee shall be treated for purposes of 2.2(a), (b) and (d) as having continued employment through the date six months after Employee's Eligible Termination, and the Restriction Period for Restricted Stock shall lapse as if the Employee were still employed during that six month period following the Eligible Termination in accordance with Sections 2.2 (a), (b) and (d). At the end of such six month period, any portion of Employee's Stock that has not vested shall be immediately forfeited. (d) If the Restriction Period for the Stock has not ended under Sections 2.2(a), (b) or (c) solely due to the failure of the Company to meet the Adjusted EBITDA Threshold as of the date of a Liquidity Event, the Restriction Period shall lapse on the date the Company meets such Adjusted EBITDA Threshold with respect to all Stock for which the Restriction Period would have lapsed under Sections 2.2(a), (b) or (c) had the Adjusted EBITDA Threshold been met on the date of the Liquidity Event, provided that Employee remains employed by the Company or an Affiliate on the date such Adjusted EBITDA Threshold is met, and subject to Section 2.2(f) below. (e) Employee shall forfeit all of Employee’s unvested Restricted Stock upon termination of employment with the Company and its Affiliates in any circumstance other than an Eligible Termination. (f) All Restricted Stock for which the Restriction Period has not lapsed on the six year anniversary of the date of this Agreement first stated above shall be forfeited on such six year anniversary.
Appears in 6 contracts
Samples: Restricted Stock Grant Agreement (SITEL Worldwide Corp), Restricted Stock Grant Agreement (SITEL Worldwide Corp), Restricted Stock Grant Agreement (SITEL Worldwide Corp)
Restriction Period. The Shares granted to Employee shall be Restricted Stock and shall be forfeited to the Company and immediately be surrendered to the Company in the event Employee ceases to be employed by the Company or an Affiliate during the Restriction Period, except as otherwise provided in Section 2.2(c). follows: The Restriction Period shall begin at the inception of this Agreement and shall lapse following for 1/3 of the Shares on the first date of a Liquidity Event that occurs within six years Event, shall lapse for an additional 1/3 of the date of this Agreement first stated above, provided that Shares on the Adjusted EBITDA Threshold has been met as one-year anniversary of the date of such Liquidity Event, and, as appropriate, subject to continued employment with the Company or its Affiliates until, and the Adjusted EBITDA Threshold being met at, each lapse (vesting) date, as follows:
(a) If the Liquidity Event is the Stock becoming Freely Tradable, the Restriction Period shall lapse and for the Restricted Stock shall become vested as follows: (1) ¼ (25%) final 1/3 of the Restricted Stock shall vest Shares on the date the Stock becomes Freely Tradable; (2) an additional ¼ of the Restricted Stock shall vest on the first two-year anniversary of the date of such Liquidity Event. After the Stock becomes Freely Tradable; (3) an additional ¼ effective date of this Agreement, the Company reserves the right, but shall have no obligation, to accelerate lapse of the Restricted Stock Restriction Period in its discretion in connection with a Change in Control. Notwithstanding the forgoing, if an Employee dies, becomes Disabled, or is terminated by the Company due to a reduction in force during the Restriction Period, Employee’s shares shall not be forfeited and surrendered to the Company until the six month anniversary of such death, Disability or termination as part of a reduction in force, and if a Liquidity Event occurs before that six-month anniversary, then on the date of the Liquidity Event Employee shall vest on the second anniversary in 1/3 of the date Shares and the Stock becomes Freely Tradable; and (4) the remaining ¼ remainder of the Restricted Stock Shares shall vest on the third anniversary of the date the Stock becomes Freely Tradablebe forfeited. Further, if Onex, LLC2 upon Employee’s termination or their Affiliates have sold or sell 25% or more of their ownership of the Company, when the Stock becomes Freely Tradable, the Restriction Period shall lapse for an additional percentage of the Restricted Stock granted hereunder so that vesting shall at all times be at least equal to the total percentage of ownership of the Company sold by Onex, LLC2 or their Affiliates beginning on the date the Stock becomes Freely Tradable, subject to Employee's continuous employment Constructive Termination in connection with the Company or any of its Affiliates through the sale date that results in the Restriction Period lapsing for additional shares of Stock.
(b) If the Liquidity Event is a Change in Control, the Restriction Period shall lapse for 100% of the Restricted Stock on the date of the Change in Control.
(c) If, prior to a Liquidity Event, Employee suffers an Eligible Termination, Employee shall be treated for purposes of 2.2(a), (b) and (d) as having continued employment through the date six months after Employee's Eligible Termination, and the Restriction Period for Restricted Stock shall lapse as if the Employee were still employed during that six month period following the Eligible Termination in accordance with Sections 2.2 (a), (b) and (d). At the end of such six month period, any portion of Employee's Stock that has not vested shall be immediately forfeited.
(d) If the Restriction Period for the Stock has not ended under Sections 2.2(a), (b) or (c) solely due to the failure of the Company to meet the Adjusted EBITDA Threshold as of the date of a Liquidity Event, the Restriction Period shall lapse on the date the Company meets such Adjusted EBITDA Threshold with respect to all Stock for which the Restriction Period would have lapsed under Sections 2.2(a), (b) or (c) had the Adjusted EBITDA Threshold been met on the date of the Liquidity Event, provided that Employee remains employed by the Company or an Affiliate on the date such Adjusted EBITDA Threshold is met, and subject to Section 2.2(f) below.
(e) Employee shall forfeit all of Employee’s unvested Restricted Stock upon termination of employment with the Company and its Affiliates in any circumstance other than an Eligible Termination.
(f) All Restricted Stock for which the Restriction Period has not lapsed on the six year anniversary of the date of this Agreement first stated above Shares shall lapse. The Shares shall be forfeited if Employee terminates during the Restriction Period: voluntarily; on such six year anniversaryaccount of normal or early retirement; or involuntarily other than due to a reduction in force, whether or not for cause.
Appears in 2 contracts
Samples: Restricted Stock Grant Agreement, Restricted Stock Grant Agreement (Catalog Resources, Inc.)
Restriction Period. (a) The Shares granted to Restrictions described in Section 1 above shall commence on the Date of Grant and, except as provided herein, shall lapse on the fourth anniversary of the Date of Grant provided that you remain an Employee on such date (the “Restriction Period”).
(b) Notwithstanding Section 2(a) above, the Restrictions shall be Restricted Stock and lapse before the expiration of the Restriction Period provided as follows:
(i) If the Partnership terminates your employment after the first anniversary of your date of hire, for any reason other than for Cause, the Restrictions shall be forfeited lapse on your termination of employment, but only with respect to the Company and immediately be surrendered to greater of: (1) fifty percent (50%) of the Company in Restricted Units granted herein or (2) a pro rata number of the event Employee ceases to be Restricted Units granted herein, based upon the number of days you remained employed by the Company or an Affiliate during the Restriction Period, except as otherwise provided in Section 2.2(c). The Restriction Period and all Remaining Units shall begin at the inception of this Agreement automatically and shall lapse following a Liquidity Event that occurs within six years of the date of this Agreement first stated above, provided that the Adjusted EBITDA Threshold has been met as of the date of such Liquidity Event, and, as appropriate, subject to continued employment with the Company or its Affiliates until, immediately be forfeited and the Adjusted EBITDA Threshold being met at, each lapse (vesting) date, as follows:
(a) If the Liquidity Event is the Stock becoming Freely Tradable, the Restriction Period shall lapse and the Restricted Stock shall become vested as follows: (1) ¼ (25%) of the Restricted Stock shall vest on the date the Stock becomes Freely Tradable; (2) an additional ¼ of the Restricted Stock shall vest on the first anniversary of the date the Stock becomes Freely Tradable; (3) an additional ¼ of the Restricted Stock shall vest on the second anniversary of the date the Stock becomes Freely Tradable; and (4) the remaining ¼ of the Restricted Stock shall vest on the third anniversary of the date the Stock becomes Freely Tradable. Further, if Onex, LLC2 or their Affiliates have sold or sell 25% or more of their ownership of the Company, when the Stock becomes Freely Tradable, the Restriction Period shall lapse for an additional percentage of the Restricted Stock granted hereunder so that vesting shall at all times be at least equal to the total percentage of ownership of the Company sold by Onex, LLC2 or their Affiliates beginning on the date the Stock becomes Freely Tradable, subject to Employee's continuous employment with the Company or any of its Affiliates through the sale date that results in the Restriction Period lapsing for additional shares of Stock.
(b) If the Liquidity Event is a Change in Control, the Restriction Period shall lapse for 100% of the Restricted Stock cancelled on the date of your termination.
(ii) If you experience a Qualifying Termination prior to the Change in Controlexpiration of the Restriction Period, the Restrictions shall lapse on the date of your Qualifying Termination.
(iii) If you terminate your employment with the Partnership and its Affiliates prior to the expiration of the Restriction Period due to your Retirement, the Restrictions shall lapse on the date of your Retirement, but only with respect to a pro rata number of Restricted Units based upon the number of days you remained an Employee during the Restriction Period, and all remaining Restricted Units shall automatically and immediately be forfeited and cancelled on the date of your Retirement.
(c) If, In the event your status as an Employee is terminated prior to a Liquidity Event, Employee suffers an Eligible Termination, Employee shall be treated for purposes of 2.2(a), (b) and (d) as having continued employment through the date six months after Employee's Eligible Termination, and time that the Restriction Period for Restricted Stock shall Restrictions on the Units lapse as if the Employee were still employed during that six month period following the Eligible Termination described in accordance with Sections 2.2 (a), (b) and (d). At the end of such six month period, any portion of Employee's Stock that has not vested shall be immediately forfeited.
(d) If the Restriction Period for the Stock has not ended under Sections 2.2(a), (bSection 2(a) or (cSection 2(b) solely due to the failure of the Company to meet the Adjusted EBITDA Threshold as of the date of a Liquidity Eventabove, the Restriction Period Restricted Units shall lapse on the date the Company meets such Adjusted EBITDA Threshold with respect to all Stock for which the Restriction Period would have lapsed under Sections 2.2(a), (b) or (c) had the Adjusted EBITDA Threshold been met automatically and immediately be forfeited and cancelled on the date of the Liquidity Event, provided that Employee remains employed by the Company or an Affiliate on the date such Adjusted EBITDA Threshold is met, and subject to Section 2.2(f) belowtermination.
(e) Employee shall forfeit all of Employee’s unvested Restricted Stock upon termination of employment with the Company and its Affiliates in any circumstance other than an Eligible Termination.
(f) All Restricted Stock for which the Restriction Period has not lapsed on the six year anniversary of the date of this Agreement first stated above shall be forfeited on such six year anniversary.
Appears in 2 contracts
Samples: Restricted Unit Grant Agreement (Enable Midstream Partners, LP), Restricted Unit Grant Agreement (Enable Midstream Partners, LP)
Restriction Period. The Shares granted to Employee shall be Restricted Stock and shall be forfeited restriction period applicable to the Company and immediately be surrendered to the Company in the event Employee ceases to be employed by the Company or an Affiliate during the Restriction Period, except as otherwise provided in Section 2.2(c). The Restriction Period shall begin at the inception of this Agreement and shall lapse following a Liquidity Event that occurs within six years of the date of this Agreement first stated above, provided that the Adjusted EBITDA Threshold has been met as of the date of such Liquidity Event, and, as appropriate, subject to continued employment with the Company or its Affiliates until, and the Adjusted EBITDA Threshold being met at, each lapse (vesting) date, Award granted hereunder is as follows:
(a) If the Liquidity Event is the Stock becoming Freely TradableAll Shares shall be unvested at issuance. Subject to Section 3(b) below, the Restriction Period shall lapse and the Restricted Stock shall become vested as follows: (1) ¼ (25%) 100% of the Restricted Stock shall vest on the date the Stock becomes Freely Tradable; (2) an additional ¼ of the Restricted Stock Shares shall vest on the first anniversary date of this Award Agreement (or the following business day if such date is not a business day) (the Stock becomes Freely Tradable; (3“Vesting Date”) an additional ¼ of if the Restricted Stock shall vest Participant has remained on the second anniversary of Board through the date Vesting Date; provided, however, if the Stock becomes Freely Tradable; and (4) the remaining ¼ of the Restricted Stock shall vest Participant continues to serve on the third anniversary of Board through the date the Stock becomes Freely Tradable. Further, if Onex, LLC2 or their Affiliates have sold or sell 25% or more of their ownership next regularly scheduled annual meeting of the Company, when ’s stockholders which precedes the Stock becomes Freely Tradable, the Restriction Period shall lapse Vesting Date and elects not to stand for an additional percentage of the Restricted Stock granted hereunder so that vesting shall at all times be at least equal re-election to the total percentage of ownership of Board at such meeting, then the Company sold by Onex, LLC2 or their Affiliates beginning Shares subject to the Award shall vest in full on the date of such annual meeting. The period prior to the Stock becomes Freely Tradable, subject vesting of the Shares under this Section 3(a) shall be referred to Employee's continuous employment with as the Company or any of its Affiliates through the sale date that results in the Restriction Period lapsing for additional shares of Stock“Restricted Period.”
(b) If the Liquidity Event is Following a Change in Control, the Restriction Period vesting of unvested Shares shall lapse for not accelerate by reason of such Change in Control; provided, however, that 100% of the Shares shall vest if, following a Change in Control and during the Restricted Stock on Period, the date Participant ceases to serve as a director other than as a result of the Change in ControlParticipant’s voluntary resignation.
(c) If, prior All unvested Shares shall automatically be forfeited (and shall not vest) if the Participant ceases to be a Liquidity Event, Employee suffers an Eligible Termination, Employee shall be treated member of the Board for purposes of 2.2(a), any reason during the Restricted Period (bother than as provided in Sections 3(a) and (d3(b) as having continued employment through the date six months after Employee's Eligible Termination, and the Restriction Period for Restricted Stock shall lapse as if the Employee were still employed during that six month period following the Eligible Termination in accordance with Sections 2.2 (a), (b) and (d). At the end of such six month period, any portion of Employee's Stock that has not vested shall be immediately forfeitedabove.
(d) If the Restriction Period for the Stock has not ended under Sections 2.2(a), (b) or (c) solely due Participant shall be entitled to the failure receipt of the Company to meet the Adjusted EBITDA Threshold as of the date of a Liquidity Event, the Restriction Period shall lapse on the date the Company meets such Adjusted EBITDA Threshold with respect to all Stock for which the Restriction Period would have lapsed under Sections 2.2(a), (b) or (c) had the Adjusted EBITDA Threshold been met on the date of the Liquidity Event, provided that Employee remains employed dividends paid by the Company or an Affiliate on its Shares, as and when such dividends are declared and paid to holders of Shares; provided, any dividends on unvested Shares shall be held and paid to Participant on the date such Adjusted EBITDA Threshold is met, and subject to Section 2.2(f) belowShares become vested.
(e) Employee shall forfeit all of Employee’s unvested Restricted Stock upon termination of employment with the Company and its Affiliates in any circumstance other than an Eligible Termination.
(f) All Restricted Stock for which the Restriction Period has not lapsed on the six year anniversary of the date of this Agreement first stated above shall be forfeited on such six year anniversary.
Appears in 1 contract
Samples: Restricted Stock Grant Agreement (Burlington Stores, Inc.)
Restriction Period. The Shares granted to Employee shall be Restricted Stock and shall be forfeited restriction period applicable to the Company and immediately be surrendered to the Company in the event Employee ceases to be employed by the Company or an Affiliate during the Restriction Period, except as otherwise provided in Section 2.2(c). The Restriction Period shall begin at the inception of this Agreement and shall lapse following a Liquidity Event that occurs within six years of the date of this Agreement first stated above, provided that the Adjusted EBITDA Threshold has been met as of the date of such Liquidity Event, and, as appropriate, subject to continued employment with the Company or its Affiliates until, and the Adjusted EBITDA Threshold being met at, each lapse (vesting) date, Award granted hereunder is as follows:
(a) If the Liquidity Event is the Stock becoming Freely TradableAll Shares shall be unvested at issuance. Subject to Section 3(b) below, the Restriction Period shall lapse and the Restricted Stock shall become vested as follows: (1) ¼ (25%i) of the Restricted Stock shall vest on the date the Stock becomes Freely Tradable; (2) an additional ¼ of the Restricted Stock Shares shall vest on the first anniversary date of this Agreement (or the following business day if such date is not a business day) if the Participant remains on the Company’s board of directors on such date; (ii) of the date the Stock becomes Freely Tradable; (3) an additional ¼ of the Restricted Stock Shares shall vest on the second anniversary date of this Agreement (or the following business day if such date is not a business day) if the Stock becomes Freely TradableParticipant remains on the Company’s board of directors on such date; and (4iii) the remaining ¼ of the Restricted Stock Shares shall vest on the third anniversary date of this Agreement (or the following business day if such date is not a business day) if the Stock becomes Freely Tradable. Further, if Onex, LLC2 or their Affiliates have sold or sell 25% or more of their ownership of Participant remains on the Company, when the Stock becomes Freely Tradable, the Restriction Period shall lapse for an additional percentage ’s board of the Restricted Stock granted hereunder so that vesting shall at all times be at least equal to the total percentage of ownership of the Company sold by Onex, LLC2 or their Affiliates beginning directors on the date the Stock becomes Freely Tradable, subject to Employee's continuous employment with the Company or any of its Affiliates through the sale date that results in the Restriction Period lapsing for additional shares of Stocksuch date.
(b) If the Liquidity Event is Following a “Change in of Control” (as defined herein), the Restriction Period vesting of unvested Shares shall lapse for not accelerate by reason of such Change of Control; provided, however, that 100% of the Restricted Stock on the date Shares shall vest if Participant loses his directorship as a result of the a Change in of Control.
(c) If, All unvested Shares shall automatically be forfeited (and shall not vest) if the Participant ceases to be a member of the Company’s board of directors for any reason (other than as provided in Section 3(b) above in the case Participant loses his directorship as a result of a Change of Control) prior to a Liquidity Event, Employee suffers an Eligible Termination, Employee shall be treated for purposes the earlier of 2.2(a), (b) and (d) as having continued employment through the date six months after Employee's Eligible Termination, and the Restriction Period for Restricted Stock shall lapse as if the Employee were still employed during that six month period following the Eligible Termination in accordance with Sections 2.2 (a), (bon which they otherwise would have vested pursuant to Section 3(a) and (d). At the end of such six month period, any portion of Employee's Stock that has not vested shall be immediately forfeitedabove.
(d) If the Restriction Period for the Stock has not ended under Sections 2.2(a), (b) or (c) solely due Participant shall be entitled to the failure receipt of the Company to meet the Adjusted EBITDA Threshold as of the date of a Liquidity Event, the Restriction Period shall lapse on the date the Company meets such Adjusted EBITDA Threshold with respect to all Stock for which the Restriction Period would have lapsed under Sections 2.2(a), (b) or (c) had the Adjusted EBITDA Threshold been met on the date of the Liquidity Event, provided that Employee remains employed dividends paid by the Company or an Affiliate on the date its Shares, as and when such Adjusted EBITDA Threshold is metdividends are declared and paid to holders of Shares; provided, and subject to Section 2.2(f) below.
(e) Employee shall forfeit all of Employee’s any dividends on unvested Restricted Stock upon termination of employment with the Company and its Affiliates in any circumstance other than an Eligible Termination.
(f) All Restricted Stock for which the Restriction Period has not lapsed on the six year anniversary of the date of this Agreement first stated above Shares shall be forfeited on held and paid to Participant within 10 days after the vesting of such six year anniversaryShares after becoming vested.
Appears in 1 contract
Samples: Restricted Stock Grant Agreement (Burlington Stores, Inc.)
Restriction Period. 2.1. The Shares granted to Employee Award of Restricted Stock Units shall be Restricted Stock and shall be forfeited subject to the Company and immediately be surrendered to the Company an ongoing risk of forfeiture in the event Employee ceases to be employed form of a lapsing right of forfeiture held by the Company or an Affiliate for the duration of the vesting period set forth in the Notice of Grant (the “Restriction Period”). As the Restriction Period lapses, the Participant shall become vested in the Restricted Stock Units and be entitled to receive a corresponding number of shares of the Company’s Non-Voting Stock (such Restricted Stock Units are referred to herein as “Vested”). The shares of the Company’s Non-Voting Stock will be delivered to the Participant as soon as practicable following each vesting date, but in any event within 30 days of such date.
2.2. Subject to Section 2.3 below, if the Participant’s employment terminates during the Restriction Period, except as otherwise provided all Restricted Stock Units that are not Vested on the Termination shall be immediately forfeited and the Participant shall have no further right thereto; provided, however, that military or sick leave shall not be deemed a Termination of Employment if it does not exceed the longer of ninety (90) days or the period during which the absent Participant’s reemployment rights, if any, are guaranteed by statute or by contract. Notwithstanding the foregoing, the Committee may, solely in Section 2.2(c). The its discretion, agree to shorten (including to zero) any Restriction Period as it deems appropriate and to the extent permitted by applicable law. Furthermore, all Restricted Stock Units shall begin at become 100% Vested upon the inception of this Agreement and shall lapse following a Liquidity Event that occurs within six years first to occur of the date Participant’s death or Disability.
2.3. If the Participant’s employment terminates in a Qualifying Termination, all Restricted Stock Units shall become 100% Vested upon the Qualifying Termination. “Qualifying Termination” means the Participant’s “separation from service” within the meaning of this Agreement first stated aboveTreasury Regulation Section 1.409A-1(h) (“Separation from Service”) as a result of the Company’s termination of the Participant’s employment under circumstances not involving Cause, provided that the Adjusted EBITDA Threshold has been met as Participant signs an agreement and release satisfactory to the Company. “Cause” means, with respect to any employee of the date of such Liquidity Event, and, as appropriate, subject to continued employment with the Company or its Affiliates untilSubsidiary, (i) such employee’s failure to perform and discharge his or her duties and responsibilities for any reason other than death, Disability, or relocation by the Adjusted EBITDA Threshold being met atCompany by more than 75 miles, each lapse (vestingii) date, as follows:
(a) If such employee’s engagement in an action or course of conduct that in the Liquidity Event is the Stock becoming Freely Tradable, the Restriction Period shall lapse and the Restricted Stock shall become vested as follows: (1) ¼ (25%) reasonable judgment of the Restricted Stock shall vest on the date the Stock becomes Freely Tradable; Committee (2A) an additional ¼ of the Restricted Stock shall vest on the first anniversary of the date the Stock becomes Freely Tradable; constitutes fraud, embezzlement or theft, (3B) an additional ¼ of the Restricted Stock shall vest on the second anniversary of the date the Stock becomes Freely Tradable; and (4) the remaining ¼ of the Restricted Stock shall vest on the third anniversary of the date the Stock becomes Freely Tradable. Further, if Onex, LLC2 or their Affiliates have sold or sell 25% or more of their ownership of violates the Company’s Code of Business Conduct or Code of Ethics as then in effect, when the Stock becomes Freely Tradable(C) constitutes a crime, the Restriction Period shall lapse for an additional percentage of the Restricted Stock granted hereunder so that vesting shall at all times be at least equal (D) violates any rule, regulation or law to the total percentage of ownership of the Company sold by Onex, LLC2 or their Affiliates beginning on the date the Stock becomes Freely Tradable, subject to Employee's continuous employment with which the Company or any of its Affiliates through the sale date that results in the Restriction Period lapsing for additional shares of Stock.
(b) If the Liquidity Event Subsidiary is a Change in Control, the Restriction Period shall lapse for 100% of the Restricted Stock on the date of the Change in Control.
(c) If, prior to a Liquidity Event, Employee suffers an Eligible Termination, Employee shall be treated for purposes of 2.2(a)subject, (bE) and (d) as having continued employment through the date six months after Employee's Eligible Terminationis negligent, and the Restriction Period for Restricted Stock shall lapse as if the Employee were still employed during that six month period following the Eligible Termination in accordance with Sections 2.2 (a), (b) and (d). At the end of such six month period, any portion of Employee's Stock that has not vested shall be immediately forfeited.
(d) If the Restriction Period for the Stock has not ended under Sections 2.2(a), (b) or (cF) solely due to the failure of the Company to meet the Adjusted EBITDA Threshold as of the date of a Liquidity Event, the Restriction Period shall lapse on the date the Company meets such Adjusted EBITDA Threshold with respect to all Stock for which the Restriction Period would have lapsed under Sections 2.2(a), (b) or (c) had the Adjusted EBITDA Threshold been met on the date of the Liquidity Event, provided that Employee remains employed by xxxxx the Company or an Affiliate on the date such Adjusted EBITDA Threshold is met, and subject to Section 2.2(f) below.
(e) Employee shall forfeit all of Employee’s unvested Restricted Stock upon termination of employment with Subsidiary or either the Company or the Subsidiary’s reputation, (iii) the sanction or censure of such employee by any regulatory or administrative body (including without limitation federal, foreign, state and its Affiliates in local), or (iv) such employee’s failure to maintain any circumstance other than an Eligible Termination.
(f) All Restricted Stock license or registration required for which the Restriction Period has not lapsed on employee to perform the six year anniversary functions of the date of this Agreement first stated above shall be forfeited on such six year anniversaryemployee’s position.
Appears in 1 contract
Restriction Period. The Shares granted to Employee shall be Restricted Stock and shall be forfeited Subject to the Company and immediately be surrendered to the Company in the event Employee ceases to be employed by the Company or an Affiliate during the Restriction Period, except as otherwise provided in Section 2.2(c). The Restriction Period shall begin at the inception other provisions of this Agreement and shall lapse following a Liquidity Event that occurs within six years of the date of this Agreement first stated aboveSection 2, provided that the Adjusted EBITDA Threshold has been met as of the date of such Liquidity Event, and, as appropriate, subject to continued employment with the Company or its Affiliates until, and the Adjusted EBITDA Threshold being met at, each lapse (vesting) date, as follows:
(a) If the Liquidity Event is the Stock becoming Freely Tradable, the Restriction Period shall lapse and the Restricted Stock shall become vested as follows: (1) ¼ (25%) of the Restricted Stock shall vest in [vesting provisions to be determined at the time of grant]: OPTION ONE: [select: [three (3)] [four (4)] equal annual installments on the date the Stock becomes Freely Tradable; (2) an additional ¼ each of the Restricted Stock [first through third] [first through fourth] anniversaries of the Grant Date,] OPTION TWO: one hundred percent (100%) of the shares granted shall vest on and become transferable upon the first [select: [third (3rd)] [fourth (4th)] anniversary of the date the Stock becomes Freely Tradable; (3) an additional ¼ of the Restricted Stock shall vest on the second anniversary of the date the Stock becomes Freely Tradable; and (4) the remaining ¼ of the Restricted Stock shall vest on the third anniversary of the date the Stock becomes Freely Tradable. Further, if Onex, LLC2 or their Affiliates have sold or sell 25% or more of their ownership of the Company, when the Stock becomes Freely Tradable, the Restriction Period shall lapse for an additional percentage of the Restricted Stock granted hereunder so that vesting shall at all times be at least equal to the total percentage of ownership of the Company sold by Onex, LLC2 or their Affiliates beginning on the date the Stock becomes Freely TradableGrant Date], subject to the Employee's ’s continuous employment with the Company or any of its Affiliates Subsidiaries through the sale date applicable vesting date; provided that results in if the Restriction Period lapsing for additional shares of Stock.
(b) If Employee’s employment with the Liquidity Event Company is a Change in Control, the Restriction Period shall lapse for 100% terminated by reason of the Employee’s death or Disability (“Special Termination”), any Restricted Stock on held by the Employee shall immediately vest as of the effective date of the Change in Control.
(c) Ifsuch Special Termination. Upon employment termination due to Retirement, prior to a Liquidity Event, Employee suffers an Eligible Termination, Employee shall be treated for purposes all Shares of 2.2(a), (b) and (d) as having continued employment through the date six months after Employee's Eligible Termination, and the Restriction Period for Restricted Stock shall lapse as if the Employee were still employed during that six month period following the Eligible Termination in accordance with Sections 2.2 (a), (b) and (d). At the end of such six month period, any portion of Employee's Stock that has have not vested shall be immediately forfeited.
(d) If the Restriction Period for the Stock has not ended under Sections 2.2(a), (b) or (c) solely due to the failure of the Company to meet the Adjusted EBITDA Threshold as of the date of a Liquidity EventEmployee’s Retirement shall further vest or be forfeited as follows: (i) unless the Administrator determines that the Employee (x) has previously engaged in an act or omission to act that would constitute Cause if the Employee had not retired or (y) to the extent not otherwise included in the definition of Cause applicable to the Employee, has engaged in Competitive Activity during the Restriction Period shall lapse on one-year period following the date Employee’s Retirement (or such longer period applicable to the Company meets such Adjusted EBITDA Threshold with respect to all Stock for which Employee) (the Restriction Period would have lapsed under Sections 2.2(a), conduct set forth in clause (bx) or (cy), “Prohibited Activity”), any Shares of Restricted Stock that would have vested on each scheduled vesting date following Employee’s Retirement if Employee had remained in continuous service with the Company and its Subsidiaries shall become vested on each such date, and (ii) had if the Adjusted EBITDA Threshold been met on the date of the Liquidity Event, provided Administrator determines that Employee remains employed by the Company or an Affiliate on the date such Adjusted EBITDA Threshold is methas engaged in Prohibited Activity, and subject to Section 2.2(f) below.
(e) Employee shall forfeit all of Employee’s unvested Restricted Stock upon termination of employment with the Company and its Affiliates in any circumstance other than an Eligible Termination.
(f) All Restricted Stock for which the Restriction Period has not lapsed on the six year anniversary of the date of this Agreement first stated above shall be forfeited on such six year anniversary.Shares of
Appears in 1 contract
Restriction Period. The Shares granted to Employee shall be Restricted Stock and shall be forfeited to the Company and immediately be surrendered to the Company in the event Employee ceases to be employed by the Company or an Affiliate during the Restriction Period, except as otherwise provided in Section 2.2(c). The Restriction Period shall begin at the inception Spain 1472698.1 of this Agreement and shall lapse following a Liquidity Event that occurs within six years of the date of this Agreement first stated above, provided that the Adjusted EBITDA Threshold has been met as of the date of such Liquidity Event, and, as appropriate, subject to continued employment with the Company or its Affiliates until, and the Adjusted EBITDA Threshold being met at, each lapse (vesting) date, as follows:
(a) If the Liquidity Event is the Stock becoming Freely Tradable, the Restriction Period shall lapse and the Restricted Stock shall become vested as follows: (1) ¼ (25%) of the Restricted Stock shall vest on the date the Stock becomes Freely Tradable; (2) an additional ¼ of the Restricted Stock shall vest on the first anniversary of the date the Stock becomes Freely Tradable; (3) an additional ¼ of the Restricted Stock shall vest on the second anniversary of the date the Stock becomes Freely Tradable; and (4) the remaining ¼ of the Restricted Stock shall vest on the third anniversary of the date the Stock becomes Freely Tradable. Further, if Onex, LLC2 or their Affiliates have sold or sell 25% or more of their ownership of the Company, when the Stock becomes Freely Tradable, the Restriction Period shall lapse for an additional percentage of the Restricted Stock granted hereunder so that vesting shall at all times be at least equal to the total percentage of ownership of the Company sold by Onex, LLC2 or their Affiliates beginning on the date the Stock becomes Freely Tradable, subject to Employee's continuous employment with the Company or any of its Affiliates through the sale date that results in the Restriction Period lapsing for additional shares of Stock.
(b) If the Liquidity Event is a Change in Control, the Restriction Period shall lapse for 100% of the Restricted Stock on the date of the Change in Control.
(c) If, prior to a Liquidity Event, Employee suffers an Eligible Termination, Employee shall be treated for purposes of 2.2(a), (b) and (d) as having continued employment through the date six months after Employee's Eligible Termination, and the Restriction Period for Restricted Stock shall lapse as if the Employee were still employed during that six month period following the Eligible Termination in accordance with Sections 2.2 (a), (b) and (d). At the end of such six month period, any portion of Employee's Stock that has not vested shall be immediately forfeited.
(d) If the Restriction Period for the Stock has not ended under Sections 2.2(a), (b) or (c) solely due to the failure of the Company to meet the Adjusted EBITDA Threshold as of the date of a Liquidity Event, the Restriction Period shall lapse on the date the Company meets such Adjusted EBITDA Threshold with respect to all Stock for which the Restriction Period would have lapsed under Sections 2.2(a), (b) or (c) had the Adjusted EBITDA Threshold been met on the date of the Liquidity Event, provided that Employee remains employed by the Company or an Affiliate on the date such Adjusted EBITDA Threshold is met, and subject to Section 2.2(f) below.
(e) Employee shall forfeit all of Employee’s unvested Restricted Stock upon termination of employment with the Company and its Affiliates in any circumstance other than an Eligible Termination.. Spain 1472698.1
(f) All Restricted Stock for which the Restriction Period has not lapsed on the six year anniversary of the date of this Agreement first stated above shall be forfeited on such six year anniversary.
Appears in 1 contract
Samples: Restricted Stock Grant Agreement (SITEL Worldwide Corp)
Restriction Period. The Shares granted to Employee shall be Restricted Stock and shall be forfeited to the Company and immediately be surrendered to the Company in the event Employee ceases to be employed by the Company or an Affiliate during the Restriction Period, except as otherwise provided in Section 2.2(c). The Restriction Period shall begin at applicable to the inception of this Agreement and shall lapse following a Liquidity Event that occurs within six years of the date of this Agreement first stated above, provided that the Adjusted EBITDA Threshold has been met as of the date of such Liquidity Event, and, as appropriate, subject to continued employment with the Company or its Affiliates until, and the Adjusted EBITDA Threshold being met at, each lapse (vesting) date, Award granted hereunder is as follows:
(a) If the Liquidity Event is the Stock becoming Freely Tradable, the Restriction Period All Shares shall lapse and the Restricted Stock shall become vested as follows: be unvested at issuance. Subject to Section 3(b) below,
(1) ¼ (25%i) of the Restricted Stock shall vest on the date the Stock becomes Freely Tradable; (2) an additional ¼ of the Restricted Stock Shares shall vest on the first anniversary date of this Award Agreement (or the following business day if such date is not a business day) if the Participant remains on the Board on such date; (ii) of the date the Stock becomes Freely Tradable; (3) an additional ¼ of the Restricted Stock Shares shall vest on the second anniversary date of this Award Agreement (or the following business day if such date is not a business day) if the Stock becomes Freely TradableParticipant remains on the Board on such date; and (4iii) the remaining ¼ of the Restricted Stock Shares shall vest on the third anniversary date of this Award Agreement (or the following business day if such date is not a business day) if the Stock becomes Freely Tradable. Further, if Onex, LLC2 or their Affiliates have sold or sell 25% or more of their ownership of the Company, when the Stock becomes Freely Tradable, the Restriction Period shall lapse for an additional percentage of the Restricted Stock granted hereunder so that vesting shall at all times be at least equal to the total percentage of ownership of the Company sold by Onex, LLC2 or their Affiliates beginning Participant remains on the date the Stock becomes Freely Tradable, subject to Employee's continuous employment with the Company or any of its Affiliates through the sale date that results in the Restriction Period lapsing for additional shares of StockBoard on such date.
(b) If Following a Change in Control, vesting of unvested Shares shall not accelerate by reason of such Change in Control; provided, however, that 100% of the Liquidity Event is Shares shall vest if, within the two year period immediately following a Change in Control, the Restriction Period shall lapse for 100% of the Restricted Stock on the date of the Change in ControlParticipant loses his directorship.
(c) If, All unvested Shares shall automatically be forfeited (and shall not vest) if the Participant ceases to be a member of the Board for any reason (other than as provided in Section 3(b) above in the case Participant loses his directorship within the two year period immediately following a Change in Control) prior to a Liquidity Event, Employee suffers an Eligible Termination, Employee shall be treated for purposes of 2.2(a), (b) and (d) as having continued employment through the date six months after Employee's Eligible Termination, and the Restriction Period for Restricted Stock shall lapse as if the Employee were still employed during that six month period following the Eligible Termination in accordance with Sections 2.2 (a), (bon which they otherwise would have vested pursuant to Section 3(a) and (d). At the end of such six month period, any portion of Employee's Stock that has not vested shall be immediately forfeitedabove.
(d) If the Restriction Period for the Stock has not ended under Sections 2.2(a), (b) or (c) solely due Participant shall be entitled to the failure receipt of the Company to meet the Adjusted EBITDA Threshold as of the date of a Liquidity Event, the Restriction Period shall lapse on the date the Company meets such Adjusted EBITDA Threshold with respect to all Stock for which the Restriction Period would have lapsed under Sections 2.2(a), (b) or (c) had the Adjusted EBITDA Threshold been met on the date of the Liquidity Event, provided that Employee remains employed dividends paid by the Company or an Affiliate on its Shares, as and when such dividends are declared and paid to holders of Shares; provided, any dividends on unvested Shares shall be held and paid to Participant within 10 days after the date such Adjusted EBITDA Threshold is met, and subject to Section 2.2(f) belowShares become vested.
(e) Employee shall forfeit all of Employee’s unvested Restricted Stock upon termination of employment with the Company and its Affiliates in any circumstance other than an Eligible Termination.
(f) All Restricted Stock for which the Restriction Period has not lapsed on the six year anniversary of the date of this Agreement first stated above shall be forfeited on such six year anniversary.
Appears in 1 contract
Samples: Restricted Stock Grant Agreement (Burlington Stores, Inc.)
Restriction Period. The Shares granted to Employee shall be Restricted Stock and shall be forfeited to the Company and immediately be surrendered to the Company in the event Employee ceases to be employed by the Company or an Affiliate during the Restriction Period, except as otherwise provided in Section 2.2(c). The Restriction Period shall begin at the inception of this Agreement and shall lapse following a Liquidity Event that occurs within six years of the date of this Agreement first stated above, provided that the Adjusted EBITDA Threshold has been met as of the date of such Liquidity Event, and, as appropriate, subject to continued employment with the Company or its Affiliates until, and the Adjusted EBITDA Threshold being met at, each lapse (vesting) date, as follows:
(a) If The Performance Share Units subject to this Award Agreement are restricted from transfer until the Liquidity Event is restrictions lapse. Subject to the Stock becoming Freely TradableGrantee’s termination of employment or services with the Corporation or a Subsidiary, as described in Section 3, below, the Restriction Period Performance Share Units shall lapse and the Restricted Stock shall become vested vest in tranches as follows: 33-1/3% based upon the achievement of performance measures for fiscal ____ (“Tranche 1”) ¼ 33-1/3% based upon the achievement of performance measures for fiscal ____ (25%“Tranche 2”), 33-1/3% based upon the achievement of performance measures for fiscal ____ (“Tranche 3”) (individually, or in the aggregate, a “Restriction Period”). Upon the lapse of the Restricted Stock restrictions and subject to the tax withholding requirements described in Section 23 below, each vested Performance Share Unit shall vest on be settled in the date the Stock becomes Freely Tradable; (2) an additional ¼ form of one share of the Restricted Stock shall vest on the first anniversary of the date the Stock becomes Freely Tradable; (3) an additional ¼ of the Restricted Stock shall vest on the second anniversary of the date the Stock becomes Freely Tradable; and (4) the remaining ¼ of the Restricted Stock shall vest on the third anniversary of the date the Stock becomes Freely Tradable. Further, if Onex, LLC2 or their Affiliates have sold or sell 25% or more of their ownership of the Company, when the Stock becomes Freely Tradable, the Restriction Period shall lapse for an additional percentage of the Restricted Stock granted hereunder so that vesting shall at all times be at least equal to the total percentage of ownership of the Company sold by Onex, LLC2 or their Affiliates beginning on the date the Stock becomes Freely Tradable, subject to Employee's continuous employment with the Company or any of its Affiliates through the sale date that results in the Restriction Period lapsing for additional shares of Corporation’s Common Stock.
(b) If Notwithstanding the Liquidity Event is provisions of Section 2(a), in the event of a Change in Control, the Restriction Period shall lapse for 100% Target Number of Performance Share Units under any unforfeited and unvested tranche of this Award Agreement at the Restricted Stock on the date closing or completion of the Change in Control.
Control (cthe “Unvested Target Award”) If, prior to a Liquidity Event, Employee suffers an Eligible Termination, Employee shall be treated for purposes of 2.2(a), (b) and (d) as having continued employment through the date six months after Employee's Eligible Termination, and the Restriction Period for Restricted Stock shall lapse as if the Employee were still employed during that six month period following the Eligible Termination vest in accordance with Sections 2.2 (a), (b) and (d). At the end of such six month period, any portion of Employee's Stock that has not vested shall be immediately forfeited.following:
(di) In the event that a successor corporation (or the parent or a subsidiary thereof or the parent of the Corporation following a reverse triangular merger) refuses to assume or substitute for the Unvested Target Award, the Unvested Target Award at the closing or completion of the Change of Control shall become 100% vested and nonforfeitable and all restrictions shall lapse, subject to the tax withholding requirements;
(ii) If the Restriction Period Grantee’s employment or service is terminated without “Cause” or, if the Grantee is a party to a written severance agreement with the Corporation or Subsidiary, by the Grantee for “Good Reason” (as defined in such agreement as in effect from time to time), which termination occurs in connection with or after the occurrence of a Change in Control, but not more than three years thereafter (each of the foregoing, a “Change in Control Termination”), the Target Number of Performance Share Units under any Unvested Target Award at the time of such termination shall become 100% vested and nonforfeitable and all restrictions shall lapse, subject to the tax withholding requirements; and
(iii) If a successor corporation (or the parent or a subsidiary thereof or the parent of the Corporation following a reverse triangular merger) assumes or substitutes for the Stock has Target Number of Performance Share Units and the Change of Control does not ended under Sections 2.2(a)result in a Change of Control Termination, (b) or (c) solely due subject to the failure Section 3 below, each tranche of the Company Unvested Target Award shall vest and all restrictions shall lapse, subject to meet the Adjusted EBITDA Threshold as of the date of a Liquidity Eventtax withholding requirements, the Restriction Period shall lapse on the date the Company meets such Adjusted EBITDA Threshold with respect set forth below (each which date shall be deemed to all Stock for which the Restriction Period would have lapsed under Sections 2.2(abe “Determination Date”), assuming the Performance Measures for that tranche had been met at the target level, regardless of whether the Performance Measures are met: Tranche 1 _____________ Tranche 2 _____________ Tranche 3 _____________
(biv) For purposes of this Section 2(b), “Cause” means (A) if the Grantee is a party to a written severance agreement with the Corporation or Subsidiary, “Cause” as defined in such agreement, as in effect from time to time, and (B) in all other cases, (i) personal dishonesty in connection with the performance of services for the Corporation, (ii) willful misconduct in connection with the performance of services for the Corporation, (iii) conviction for violation of any law involving imprisonment that interferes with performance of duties or moral turpitude, (iv) repeated and intentional failure to perform stated duties, after written notice is delivered identifying the failure, and it is not cured within 10 days following receipt of such notice, (v) breach of a fiduciary duty to the Corporation, or (cvi) had the Adjusted EBITDA Threshold been met on the date breach of the Liquidity EventProprietary Information and Invention Agreement or, provided that Employee remains employed to the extent executed by the Company or an Affiliate on Grantee, the date such Adjusted EBITDA Threshold is met, and subject Perceptron Executive Agreement Not to Section 2.2(f) belowCompete.
(e) Employee shall forfeit all of Employee’s unvested Restricted Stock upon termination of employment with the Company and its Affiliates in any circumstance other than an Eligible Termination.
(f) All Restricted Stock for which the Restriction Period has not lapsed on the six year anniversary of the date of this Agreement first stated above shall be forfeited on such six year anniversary.
Appears in 1 contract
Samples: Performance Share Unit Award Agreement (Perceptron Inc/Mi)
Restriction Period. The Shares granted Grantee's rights to Employee payments under this ------------------ Agreement are not subject, in any manner, to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment, by creditors of the Grantee or the Grantee's beneficiaries, and the Grantee shall not be permitted to sell, assign, transfer, pledge or otherwise encumber or exercise (the "Restrictions") the Restricted Units and the Restricted Unit Appreciation Rights during the period (the "Restriction Period") from the date hereof through the date on which such Restricted Units and Restricted Unit Appreciation Rights shall be Restricted Stock and shall be forfeited delivered to the Company Grantee. The Restricted Unit Appreciation Rights and immediately be surrendered to Restricted Units shall have vested on the Company following dates (the "Vesting Dates") in accordance with the event Employee ceases to be employed by following vesting schedule:
(i) The first 21,750 Restricted Units shall vest on December 1, 2000 and the Company or an Affiliate during first 87,500 Restricted Unit Appreciation Rights shall vest on January 31, 2001;
(ii) The next 21,750 Restricted Units and 87,500 Restricted Unit Appreciation Rights shall vest on December 1, 2001;
(iii) The next 21,750 Restricted Units and 87,500 Restricted Unit Appreciation Rights shall vest on December 1, 2002; and
(iv) The final 21,750 Restricted Units and 87,500 Restricted Unit Appreciation Rights shall vest on December 1, 2003. Upon the expiration of the applicable Restriction Period, except as otherwise provided in Section 2.2(cthe Restrictions on the Restricted Units and Restricted Unit Appreciation Rights shall lapse and thereafter such Restricted Units and Restricted Unit Appreciation Rights shall be deemed to be fully vested units (the "Vested Units") and fully vested rights (the "Vested Rights"). The Restriction Period Certificates for the Restricted Units shall begin at be issued upon the inception execution of this Agreement and shall lapse following to the trustee ("Trustee") of a Liquidity Event that occurs within six years trust for the benefit of the date Grantee substantially in the form of this Agreement first stated aboveExhibit A hereto, provided which provides, among other things that the Adjusted EBITDA Threshold has been met as of the date of such Liquidity Event, and, as appropriate, subject to continued employment with the Company or its Affiliates until, and the Adjusted EBITDA Threshold being met at, each lapse (vesting) date, as follows:
(a) If the Liquidity Event is the Stock becoming Freely Tradable, the Restriction Period Restricted Units shall lapse and the Restricted Stock shall become vested as follows: (1) ¼ (25%) of the Restricted Stock shall vest on the date the Stock becomes Freely Tradable; (2) an additional ¼ of the Restricted Stock shall vest on the first anniversary of the date the Stock becomes Freely Tradable; (3) an additional ¼ of the Restricted Stock shall vest on the second anniversary of the date the Stock becomes Freely Tradable; and (4) the remaining ¼ of the Restricted Stock shall vest on the third anniversary of the date the Stock becomes Freely Tradable. Further, if Onex, LLC2 or their Affiliates have sold or sell 25% or more of their ownership of the Company, when the Stock becomes Freely Tradable, the Restriction Period shall lapse for an additional percentage of the Restricted Stock granted hereunder so that vesting shall at all times not be at least equal delivered to the total percentage of ownership of the Company sold by Onex, LLC2 or their Affiliates beginning on the date the Stock becomes Freely Tradable, subject to Employee's continuous employment with the Company or any of its Affiliates through the sale date that results in the Restriction Period lapsing for additional shares of Stock.
(b) If the Liquidity Event is a Change in Control, the Restriction Period shall lapse for 100% of the Restricted Stock on the date of the Change in Control.
(c) If, Grantee prior to a Liquidity EventJanuary 1, Employee suffers an Eligible Termination2003, Employee shall be treated for purposes of 2.2(a), (b) and (d) or such later date as having continued employment through the date six months after Employee's Eligible Termination, and the Restriction Period for Restricted Stock shall lapse as if the Employee were still employed during that six month period following the Eligible Termination in accordance with Sections 2.2 (a), (b) and (d). At the end of such six month period, any portion of Employee's Stock that has not vested shall be immediately forfeitedis provided therein.
(d) If the Restriction Period for the Stock has not ended under Sections 2.2(a), (b) or (c) solely due to the failure of the Company to meet the Adjusted EBITDA Threshold as of the date of a Liquidity Event, the Restriction Period shall lapse on the date the Company meets such Adjusted EBITDA Threshold with respect to all Stock for which the Restriction Period would have lapsed under Sections 2.2(a), (b) or (c) had the Adjusted EBITDA Threshold been met on the date of the Liquidity Event, provided that Employee remains employed by the Company or an Affiliate on the date such Adjusted EBITDA Threshold is met, and subject to Section 2.2(f) below.
(e) Employee shall forfeit all of Employee’s unvested Restricted Stock upon termination of employment with the Company and its Affiliates in any circumstance other than an Eligible Termination.
(f) All Restricted Stock for which the Restriction Period has not lapsed on the six year anniversary of the date of this Agreement first stated above shall be forfeited on such six year anniversary.
Appears in 1 contract
Samples: Restricted Units and Restricted Unit Appreciation Rights Agreement (Star Gas Partners Lp)
Restriction Period. The Shares granted to Employee shall be Restricted Stock and shall be forfeited to the Company and immediately be surrendered to the Company in the event Employee ceases to be employed by the Company or an Affiliate during the Restriction Period, except as otherwise provided in Section 2.2(c). The Restriction Period shall begin at the inception of this Agreement and shall lapse following a Liquidity Event that occurs within six years of the date of this Agreement first stated above, provided that the Adjusted EBITDA Threshold has been met as of the date of such Liquidity Event, and, as appropriate, subject to continued employment with the Company or its Affiliates until, and the Adjusted EBITDA Threshold being met at, each lapse (vesting) date, as follows:
(a) If The Performance Share Units subject to this Award Agreement are restricted from transfer until the Liquidity Event is restrictions lapse. Subject to the Stock becoming Freely TradableGrantee’s termination of employment or services with the Corporation or a Subsidiary, as described in Section 3, below, the Restriction Period Performance Share Units shall lapse and the Restricted Stock shall become vested vest in tranches as follows: 33-1/3% based upon the achievement of performance measures for plan year ______ (“Tranche 1”), 33-1/3% based upon the achievement of performance measures for plan year ______ (“Tranche 2”), 33-1/3% based upon the achievement of performance measures for plan year ______ (“Tranche 3”) ¼ (25%) individually, or in the aggregate, a “Restriction Period”). Upon the lapse of the Restricted Stock restrictions and subject to the tax withholding requirements described in Section 23 below, each vested Performance Share Unit shall vest on be settled in the date the Stock becomes Freely Tradable; (2) an additional ¼ form of one share of the Restricted Stock shall vest on the first anniversary of the date the Stock becomes Freely Tradable; (3) an additional ¼ of the Restricted Stock shall vest on the second anniversary of the date the Stock becomes Freely Tradable; and (4) the remaining ¼ of the Restricted Stock shall vest on the third anniversary of the date the Stock becomes Freely Tradable. Further, if Onex, LLC2 or their Affiliates have sold or sell 25% or more of their ownership of the Company, when the Stock becomes Freely Tradable, the Restriction Period shall lapse for an additional percentage of the Restricted Stock granted hereunder so that vesting shall at all times be at least equal to the total percentage of ownership of the Company sold by Onex, LLC2 or their Affiliates beginning on the date the Stock becomes Freely Tradable, subject to Employee's continuous employment with the Company or any of its Affiliates through the sale date that results in the Restriction Period lapsing for additional shares of Corporation’s Common Stock.
(b) If Notwithstanding the Liquidity Event is provisions of Section 2(a), in the event of a Change in Control, the Restriction Period shall lapse for 100% Target Number of Performance Share Units under any unforfeited and unvested tranche of this Award Agreement at the Restricted Stock on the date closing or completion of the Change in Control.
Control (cthe “Unvested Target Award”) If, prior to a Liquidity Event, Employee suffers an Eligible Termination, Employee shall be treated for purposes of 2.2(a), (b) and (d) as having continued employment through the date six months after Employee's Eligible Termination, and the Restriction Period for Restricted Stock shall lapse as if the Employee were still employed during that six month period following the Eligible Termination vest in accordance with Sections 2.2 (a), (b) and (d). At the end of such six month period, any portion of Employee's Stock that has not vested shall be immediately forfeited.following:
(di) In the event that a successor corporation (or the parent or a subsidiary thereof or the parent of the Corporation following a reverse triangular merger) refuses to assume or substitute for the Unvested Target Award, the Unvested Target Award at the closing or completion of the Change of Control shall become 100% vested and nonforfeitable and all restrictions shall lapse, subject to the tax withholding requirements;
(ii) If the Restriction Period Grantee’s employment or service is terminated without “Cause” or, if the Grantee is a party to a written severance agreement with the Corporation or Subsidiary, by the Grantee for “Good Reason” (as defined in such agreement as in effect from time to time), which termination occurs in connection with or after the occurrence of a Change in Control, but not more than three years thereafter (each of the foregoing, a “Change in Control Termination”), the Target Number of Performance Share Units under any Unvested Target Award at the time of such termination shall become 100% vested and nonforfeitable and all restrictions shall lapse, subject to the tax withholding requirements; and
(iii) If a successor corporation (or the parent or a subsidiary thereof or the parent of the Corporation following a reverse triangular merger) assumes or substitutes for the Stock has Target Number of Performance Share Units and the Change of Control does not ended under Sections 2.2(a)result in a Change of Control Termination, (b) or (c) solely due subject to the failure Section 3 below, each tranche of the Company Unvested Target Award shall vest and all restrictions shall lapse, subject to meet the Adjusted EBITDA Threshold as of the date of a Liquidity Eventtax withholding requirements, the Restriction Period shall lapse on the date the Company meets such Adjusted EBITDA Threshold with respect set forth below (each which date shall be deemed to all Stock for which the Restriction Period would have lapsed under Sections 2.2(abe “Determination Date”), assuming the Performance Measures for that tranche had been met at the target level, regardless of whether the Performance Measures are met: Tranche 1 _________________ Tranche 2 _________________ Tranche 3 _________________
(biv) For purposes of this Section 2(b), “Cause” means (A) if the Grantee is a party to a written severance agreement with the Corporation or Subsidiary, “Cause” as defined in such agreement, as in effect from time to time, and (B) in all other cases, (i) personal dishonesty in connection with the performance of services for the Corporation, (ii) willful misconduct in connection with the performance of services for the Corporation, (iii) conviction for violation of any law involving imprisonment that interferes with performance of duties or moral turpitude, (iv) repeated and intentional failure to perform stated duties, after written notice is delivered identifying the failure, and it is not cured within 10 days following receipt of such notice, (v) breach of a fiduciary duty to the Corporation, or (cvi) had the Adjusted EBITDA Threshold been met on the date breach of the Liquidity EventProprietary Information and Invention Agreement or, provided that Employee remains employed to the extent executed by the Company or an Affiliate on Grantee, the date such Adjusted EBITDA Threshold is met, and subject Perceptron Executive Agreement Not to Section 2.2(f) belowCompete.
(e) Employee shall forfeit all of Employee’s unvested Restricted Stock upon termination of employment with the Company and its Affiliates in any circumstance other than an Eligible Termination.
(f) All Restricted Stock for which the Restriction Period has not lapsed on the six year anniversary of the date of this Agreement first stated above shall be forfeited on such six year anniversary.
Appears in 1 contract
Samples: Performance Share Unit Award Agreement (Perceptron Inc/Mi)
Restriction Period. The Shares granted to Employee shall be Restricted Stock and shall be forfeited restriction period applicable to the Company and immediately be surrendered to the Company in the event Employee ceases to be employed by the Company or an Affiliate during the Restriction Period, except as otherwise provided in Section 2.2(c). The Restriction Period shall begin at the inception of this Agreement and shall lapse following a Liquidity Event that occurs within six years of the date of this Agreement first stated above, provided that the Adjusted EBITDA Threshold has been met as of the date of such Liquidity Event, and, as appropriate, subject to continued employment with the Company or its Affiliates until, and the Adjusted EBITDA Threshold being met at, each lapse (vesting) date, Award granted hereunder is as follows:
(a) If the Liquidity Event is the Stock becoming Freely TradableAll Shares shall be unvested at issuance. Subject to Section 3(b) below, the Restriction Period shall lapse and the Restricted Stock shall become vested as follows: (1i) ¼ (25%) ________ of the Restricted Stock shall vest on the date the Stock becomes Freely Tradable; (2) an additional ¼ of the Restricted Stock Shares shall vest on the first anniversary date of this Award Agreement (or the following business day if such date is not a business day) if the Participant remains on the Board on such date; (ii) ________ of the date the Stock becomes Freely Tradable; (3) an additional ¼ of the Restricted Stock Shares shall vest on the second anniversary date of this Award Agreement (or the following business day if such date is not a business day) if the Stock becomes Freely TradableParticipant remains on the Board on such date; and (4iii) the remaining ¼ ________ of the Restricted Stock Shares shall vest on the third anniversary date of this Award Agreement (or the following business day if such date is not a business day) if the Stock becomes Freely Tradable. Further, if Onex, LLC2 or their Affiliates have sold or sell 25% or more of their ownership of the Company, when the Stock becomes Freely Tradable, the Restriction Period shall lapse for an additional percentage of the Restricted Stock granted hereunder so that vesting shall at all times be at least equal to the total percentage of ownership of the Company sold by Onex, LLC2 or their Affiliates beginning Participant remains on the date the Stock becomes Freely Tradable, subject to Employee's continuous employment with the Company or any of its Affiliates through the sale date that results in the Restriction Period lapsing for additional shares of StockBoard on such date.
(b) If Following a Change in Control, vesting of unvested Shares shall not accelerate by reason of such Change in Control; provided, however, that 100% of the Liquidity Event is Shares shall vest if, within the two year period immediately following a Change in Control, the Restriction Period shall lapse for 100% of the Restricted Stock on the date of the Change in ControlParticipant loses his directorship.
(c) If, All unvested Shares shall automatically be forfeited (and shall not vest) if the Participant ceases to be a member of the Board for any reason (other than as provided in Section 3(b) above in the case Participant loses his directorship within the two year period immediately following a Change in Control) prior to a Liquidity Event, Employee suffers an Eligible Termination, Employee shall be treated for purposes of 2.2(a), (b) and (d) as having continued employment through the date six months after Employee's Eligible Termination, and the Restriction Period for Restricted Stock shall lapse as if the Employee were still employed during that six month period following the Eligible Termination in accordance with Sections 2.2 (a), (bon which they otherwise would have vested pursuant to Section 3(a) and (d). At the end of such six month period, any portion of Employee's Stock that has not vested shall be immediately forfeitedabove.
(d) If the Restriction Period for the Stock has not ended under Sections 2.2(a), (b) or (c) solely due Participant shall be entitled to the failure receipt of the Company to meet the Adjusted EBITDA Threshold as of the date of a Liquidity Event, the Restriction Period shall lapse on the date the Company meets such Adjusted EBITDA Threshold with respect to all Stock for which the Restriction Period would have lapsed under Sections 2.2(a), (b) or (c) had the Adjusted EBITDA Threshold been met on the date of the Liquidity Event, provided that Employee remains employed dividends paid by the Company or an Affiliate on its Shares, as and when such dividends are declared and paid to holders of Shares; provided, any dividends on unvested Shares shall be held and paid to Participant on the date such Adjusted EBITDA Threshold is met, and subject to Section 2.2(f) belowShares become vested.
(e) Employee shall forfeit all of Employee’s unvested Restricted Stock upon termination of employment with the Company and its Affiliates in any circumstance other than an Eligible Termination.
(f) All Restricted Stock for which the Restriction Period has not lapsed on the six year anniversary of the date of this Agreement first stated above shall be forfeited on such six year anniversary.
Appears in 1 contract
Samples: Restricted Stock Grant Agreement (Burlington Stores, Inc.)
Restriction Period. The Shares granted to Employee shall be Restricted Stock and shall be forfeited Subject to the Company and immediately be surrendered to the Company in the event Employee ceases to be employed by the Company or an Affiliate during the Restriction Period, except as otherwise provided in Section 2.2(c). The Restriction Period shall begin at the inception other provisions of this Agreement and shall lapse following a Liquidity Event that occurs within six years of the date of this Agreement first stated aboveSection 2, provided that the Adjusted EBITDA Threshold has been met as of the date of such Liquidity Event, and, as appropriate, subject to continued employment with the Company or its Affiliates until, and the Adjusted EBITDA Threshold being met at, each lapse (vesting) date, as follows:
(a) If the Liquidity Event is the Stock becoming Freely Tradable, the Restriction Period shall lapse and the Restricted Stock shall become vested as follows: (1) ¼ (25%) of the Restricted Stock shall vest on the date the Stock becomes Freely Tradable; fifty percent (250%) an additional ¼ of the Restricted Stock shall vest on the first anniversary of the date the Stock becomes Freely Tradable; (3) an additional ¼ of the Restricted Stock shall vest on the second anniversary of the grant date the Stock becomes Freely Tradable; and twenty-five percent (425%) the remaining ¼ on each of the Restricted Stock shall vest on the third anniversary third- and fourth-year anniversaries of the date the Stock becomes Freely Tradable. Further, if Onex, LLC2 or their Affiliates have sold or sell 25% or more of their ownership of the Company, when the Stock becomes Freely Tradable, the Restriction Period shall lapse for an additional percentage of the Restricted Stock granted hereunder so that vesting shall at all times be at least equal to the total percentage of ownership of the Company sold by Onex, LLC2 or their Affiliates beginning on the date the Stock becomes Freely Tradablegrant date, subject to the Employee's ’s continuous employment with the Company or any of its Affiliates Subsidiaries through the sale date applicable vesting date; provided that: (i) if Employee receives payments that are subject to excise tax on “parachute payments” as contemplated by Code Section 280G, the Restricted Stock will either vest as scheduled and Employee will pay the applicable excise tax or the amount of Restricted Stock will be reduced if the reduction results in a net increase in after-tax benefit to Employee; and (ii) if the Restriction Period lapsing Employee’s employment is terminated before the vesting date by reason of the Employee’s death, Disability, involuntary termination without Cause or resignation for additional shares of Stock.
“Good Reason” (b) If the Liquidity Event is a Change in Control“Special Termination”), the Restriction Period shall lapse for 100% any unvested portion of the Restricted Stock on the date of the Change in Control.
(c) If, prior to a Liquidity Event, Employee suffers an Eligible Termination, Employee shall be treated for purposes of 2.2(a), (b) and (d) as having continued employment through the date six months after Employee's Eligible Termination, and the Restriction Period for Restricted Stock shall lapse as if the Employee were still employed during that six month period following the Eligible Termination in accordance with Sections 2.2 (a), (b) and (d). At the end of such six month period, any portion of Employee's Stock that has not vested shall be immediately forfeited.
(d) If the Restriction Period for the Stock has not ended under Sections 2.2(a), (b) or (c) solely due to the failure of the Company to meet the Adjusted EBITDA Threshold vest as of the date of such Special Termination. “Good Reason” means a Liquidity Eventvoluntary termination of Employee’s employment with the Company because of the occurrence of any of the following events: (1) the Company materially reduces Employee’s authority, duties or responsibilities; (2) the Company materially reduces Employee’s base salary; (3) unless agreed to in writing by Employee, the Restriction Period shall lapse on Company requires Employee to be based at or generally work from any location more than fifty (50) miles from the date the Company meets such Adjusted EBITDA Threshold with respect to all Stock for which the Restriction Period would have lapsed under Sections 2.2(a), (b) or (c) had the Adjusted EBITDA Threshold been met geographical center of Employee’s work location on the date of this Agreement; (4) the Liquidity Event, Company materially reduces the target bonus opportunity or long-term incentive (cash or stock) grant date value provided that Employee remains employed by the Company or an Affiliate on to Employee such that the target bonus opportunity and long-term incentive grant date value provided to Employee by the Company is materially less, in the aggregate, than was provided to Employee immediately prior to the date of this Agreement, but only to the extent that such Adjusted EBITDA Threshold is metreduction results in a material reduction in Employee’s total compensation; or (5) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company. Notwithstanding the foregoing, and subject to Section 2.2(f) below.
(ea) Employee shall forfeit all is required to provide notice of Employee’s unvested Restricted Stock upon termination of any such condition to the Company within forty-five (45) days after Employee becomes aware of, or should reasonably be aware of, a condition that gives Employee the right to terminate employment with the Company for Good Reason, and its Affiliates in any circumstance other than an Eligible Terminationthe Company will then have ten (10) business days to cure and/or remedy such condition, prior to the existence of such condition being deemed to be “Good Reason,” and (b) Employee’s termination for Good Reason must occur within one hundred eighty (180) days after Employee becomes aware of a condition that gives Employee the right to terminate employment with the Company for Good Reason.
(f) All Restricted Stock for which the Restriction Period has not lapsed on the six year anniversary of the date of this Agreement first stated above shall be forfeited on such six year anniversary.
Appears in 1 contract
Restriction Period. The Granted Shares granted are subject to Employee forfeiture until they vest in accordance with this Section 3(a) or Section 3(e) below. The forfeiture restrictions on the Granted Shares shall be Restricted Stock and shall be forfeited lapse on specified dates described below (each, a “Vesting Date”) based on achievement of the Performance Goals (as set forth in the attached Exhibit A) (the “Performance Goals”), the Grantee’s continued satisfactory efforts with respect to the Company and immediately be surrendered to Corporation’s Chief Executive Officer plan for succession (the Company in the event Employee ceases to be employed by the Company or an Affiliate during the Restriction Period, except “Plan for Succession”) as otherwise provided in determined under Section 2.2(c). The Restriction Period shall begin at the inception of this Agreement and shall lapse following a Liquidity Event that occurs within six years of the date of this Agreement first stated above, provided that the Adjusted EBITDA Threshold has been met as of the date of such Liquidity Event, and, as appropriate, subject to continued employment with the Company or its Affiliates until3(b) below, and the Adjusted EBITDA Threshold being met at, each lapse (vesting) dateGrantee’s continued service with the Corporation and its subsidiaries, as follows:
(ai) If the Liquidity Event is the Stock becoming Freely TradablePerformance Goals are met for calendar year 2012, the Restriction Period forfeiture restrictions on 1/2 of the Granted Shares shall lapse on January 31, 2014, and the Restricted Stock shall become vested as follows: (1) ¼ (25%) forfeiture restrictions on 1/2 of the Restricted Stock shall vest on the date the Stock becomes Freely Tradable; (2) an additional ¼ of the Restricted Stock shall vest on the first anniversary of the date the Stock becomes Freely Tradable; (3) an additional ¼ of the Restricted Stock shall vest on the second anniversary of the date the Stock becomes Freely Tradable; and (4) the remaining ¼ of the Restricted Stock shall vest on the third anniversary of the date the Stock becomes Freely Tradable. Further, if Onex, LLC2 or their Affiliates have sold or sell 25% or more of their ownership of the Company, when the Stock becomes Freely Tradable, the Restriction Period Granted Shares shall lapse for an additional percentage of the Restricted Stock granted hereunder so that vesting shall at all times be at least equal to the total percentage of ownership of the Company sold by Onexon January 31, LLC2 or their Affiliates beginning on the date the Stock becomes Freely Tradable2015, subject to Employee's continuous the Grantee’s continued employment with the Company or any of Corporation and its Affiliates subsidiaries through the sale date that results in the Restriction Period lapsing for additional shares of Stock.
(b) If the Liquidity Event is a Change in Control, the Restriction Period shall lapse for 100% of the Restricted Stock on the date of the Change in Control.
(c) If, prior to a Liquidity Event, Employee suffers an Eligible Termination, Employee shall be treated for purposes of 2.2(a), (b) and (d) as having continued employment through the date six months after Employee's Eligible Termination, and the Restriction Period for Restricted Stock shall lapse as if the Employee were still employed during that six month period following the Eligible Termination in accordance with Sections 2.2 (a), (b) and (d). At the end of such six month period, any portion of Employee's Stock that has not vested shall be immediately forfeited.
(d) If the Restriction Period for the Stock has not ended under Sections 2.2(a), (b) or (c) solely due to the failure of the Company to meet the Adjusted EBITDA Threshold as of the date of a Liquidity Event, the Restriction Period shall lapse on the date the Company meets such Adjusted EBITDA Threshold with respect to all Stock for which the Restriction Period would have lapsed under Sections 2.2(a), (b) or (c) had the Adjusted EBITDA Threshold been met on the date of the Liquidity Event, provided that Employee remains employed by the Company or an Affiliate on the date such Adjusted EBITDA Threshold is met, applicable Vesting Date and subject to Section 2.2(f3(b) below.
(eii) Employee If the Performance Goals are not met for calendar year 2012 but the Performance Goals are met for 2013, the forfeiture restrictions on 1/2 of the Granted Shares shall forfeit all lapse on the 2014 Certification Date (as defined below), and the forfeiture restrictions on 1/2 of Employeethe Granted Shares shall lapse on January 31, 2015, subject to the Grantee’s unvested Restricted Stock upon termination of continued employment with the Company Corporation and its Affiliates in any circumstance other than an Eligible Terminationsubsidiaries through the applicable Vesting Date and subject to Section 3(b) below.
(fiii) All Restricted Stock If the Performance Goals are not met for which calendar year 2012 and are not met for calendar year 2013, but the Restriction Period has not lapsed Performance Goals are met for calendar year 2014, the forfeiture restrictions on all of the Granted Shares shall lapse on the six year anniversary 2015 Certification Date, subject to the Grantee’s continued employment with the Corporation and its subsidiaries through the 2015 Certification Date and subject to Section 3(b) below.
(iv) If the Performance Goals are not met for any of calendar years 2012, 2013 and 2014, the date of this Agreement first stated above Granted Shares shall not vest and shall be forfeited on the 2015 Certification Date.
(iii) The period beginning on the Date of Grant and ending on the applicable Vesting Date during which all or a portion of the Granted Shares actually remain subject to forfeiture is referred to in this Agreement as the “Restriction Period” for such six portion of the Granted Shares. The Committee shall certify attainment of the Performance Goals within 60 days after the end of the calendar year anniversaryfor which the Performance Goals are met, and the date of such certification is referred to as the “Certification Date.” The calendar years 2012 through 2014 are referred to as the “Performance Period.”
Appears in 1 contract
Samples: Restricted Stock Grant Agreement (Aqua America Inc)
