Service Vesting Requirement. The vesting of this Award (other than pursuant to accelerated vesting in certain circumstances as provided in Section 3 below) shall be subject to the satisfaction of the condition set forth in Section 2(a) below:
Service Vesting Requirement. (i) Unless otherwise provided in this Agreement, so long as the Employee continues to be employed by the Company or its Subsidiaries, on December 31, 2010 (such date, the “Vesting Date”), the Employee shall become vested in a number of Performance Restricted Stock Units (not to exceed the number set forth in Section 1 above) determined based on the formulas set forth in Section 2(b) below. Promptly after the Determination Date (as such term is defined in Section 2(b)(iii) below) (but in no event later than December 31 of the year in which the Vesting Date occurs) the Company shall distribute to the Employee a number of shares of Common Stock equal to the number of Performance Restricted Stock Units that become vested in accordance with Section 2(b) hereof. Any number of Performance Restricted Stock Units that do not become vested in accordance with Section 2(b) hereof (to the extent not already previously forfeited pursuant to Section 2(a)(iii) below) shall, effective as of the Vesting Date, be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof.
(ii) If, prior to the Vesting Date, the Employee’s employment with the Company and its Subsidiaries is terminated for any reason by the Employee (other than due to the Employee’s death, Disability or Retirement) or by the Company and its Subsidiaries for Cause, then the Performance Restricted Stock Units shall be forfeited by the Employee without consideration and this Agreement shall terminate without payment in respect thereof.
(iii) If, prior to the Vesting Date, the Employee’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries other than for Cause or due to the Employee’s death, Disability or Retirement, then this Agreement shall remain outstanding and, on the Vesting Date, the Performance Restricted Stock Units shall become vested as to a number of shares of Common Stock equal to the product of (i) the number of Performance Restricted Stock Units in which the Employee would have become vested pursuant to Section 2(b) below, if the Employee had remained employed with the Company through the Vesting Date, and (ii) a fraction, the numerator of which is equal to the number of days between (and including) the Grant Date and the date such employment so terminates, and the denominator of which is equal to 1097 (such fraction, the “Proration Factor”); provided, however, that the Employee shall not receive...
Service Vesting Requirement. In addition to whichever of the performance vesting requirements of subsection A or B of this Section 2 is applicable to a stated portion of the Stock Units subject to this Award, the right of the Participant to receive payment of this Award shall become vested only if he or she remains continuously employed by Disney or an Affiliate from the date hereof until the Scheduled Vesting Date. If the service vesting requirements of this Section 2.C are not satisfied, all of the Stock Units subject to this Award shall be immediately forfeited and the Participant’s rights with respect thereto shall cease. All Stock Units for which all of the requirements of this Section 2 have been satisfied shall become vested and shall thereafter be payable in accordance with Section 5 hereof. Subject to the terms, conditions and performance-based vesting requirements set forth herein, the Stock Units subject to this Award will vest on the third anniversary date of the Date of Grant (the “Scheduled Vesting Date”).
Service Vesting Requirement. In addition to the performance vesting requirements of subsection A of this Section 2, the right of the Participant to receive payment of any Tranche of this Award shall become vested only if he or she remains continuously employed by Disney or an Affiliate thereof from the date hereof until the Scheduled Vesting Date of such Tranche; provided, however, that, nothing set forth herein shall be deemed to modify, qualify, or otherwise derogate from, the requirement of Section 4.8 of the Plan that the Committee certify in writing (which writing may be the approved minutes of the Committee) that the applicable Performance Targets of Section 2.A above have been satisfied prior to the payment of any amount to the Participant under this Award. If the service vesting requirements of this Section 2.B are not satisfied for any Tranche or Tranches, the applicable number of Stock Units shall be immediately forfeited and the Participant’s rights with respect thereto shall cease. All Stock Units for which all of the requirements of this Section 2 have been satisfied shall become vested and shall thereafter be payable in accordance with Section 5 hereof.
Service Vesting Requirement. Except as otherwise expressly specified below, the Participant shall vest in the Time-Based Shares only if the Participant remains continuously employed by the Company or any majority-owned subsidiary thereof from the Grant Date until the applicable Vesting Date as set forth in Section 1. Except as otherwise expressly specified below, if the Participant does not remain continuously employed by the Company or any majority-owned subsidiary thereof from the Grant Date until the applicable Vesting Date, all of the unvested Time-Based Shares subject to this Award shall be immediately forfeited for no consideration and the Participant’s rights with respect thereto shall cease upon termination of the Participant’s employment. Notwithstanding the foregoing, or anything in the Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) Amended and Restated Executive Officer Severance Benefit Plan (the “Severance Plan”) or in any other benefit plan or agreement to the contrary, if the Participant’s employment is terminated prior to a Vesting Date (i) due to the Participant’s death, (ii) due to the Participant’s Disability, (iii) by the Company without Cause, or (iv) by the Participant for Good Reason, the unvested Time-Based Shares shall automatically vest in full as of the Participant’s date of termination; provided that, to the extent the Participant is subject to the Severance Plan, the Participant has executed and delivered an enforceable Release (as defined in the Severance Plan) provided for therein and such Release has become irrevocable. For the purposes of this Agreement, “Cause,” “Good Reason” and “Disability” have the definition set forth in the employment agreement between the Company and the Participant in effect as of the Grant Date (the “Employment Agreement”).
Service Vesting Requirement. Except as otherwise determined by the Committee, if the Participant’s employment in his current position with the Company terminates for any reason prior to the date set forth in the Incentive Award Acceptance Agreement (the “Vesting Date”), the Participant shall not be entitled to receive the Incentive Award.
Service Vesting Requirement. Subject to the remainder of this Section 3, if the Participant remains in continuous employment with the Company through the date set forth in the Grant Acceptance Agreement (the “Vesting Date”), the Participant shall be entitled to receive an amount equal to the amount set forth in the Grant Acceptance Agreement based on satisfaction of the performance measures. Except as otherwise provided herein, if the Participant’s employment by the Company terminates prior to the Vesting Date, the Participant shall forfeit all rights with respect to the Award and the Award shall be cancelled by the Company. The Award shall be paid as soon as practicable following the Vesting Date but no later than the March 15th occurring immediately after the Vesting Date.
Service Vesting Requirement. Entitlement to the Award is also subject to the Participant remaining continuously employed through the last day of the performance period. Notwithstanding the foregoing, if the Participant terminates employment during the performance period due to Retirement, Disability or death, the Participant (or in the event of death, the Participant’s beneficiary) shall be entitled to a pro-rata portion (based on the Participant’s full months of employment during the performance period) of the Award the Participant would otherwise have earned based on the actual achievement of the Performance Goals as determined at the end of the performance period had he or she remained employed to the end of the performance period.
Service Vesting Requirement. In addition to the performance vesting requirements of subsections A and B of this Section 2, the right of the Participant to receive payment of this Award shall become vested only if he or she remains continuously employed by Disney or an Affiliate from the date hereof until the Scheduled Vesting Date; provided, however, that nothing set forth herein shall be deemed to modify, qualify, or otherwise derogate from, the requirement of Section 4.8 of the Plan that the Committee certify in writing (which writing may be the approved minutes of the Committee) that the Performance Target of Section 2.B above has been achieved prior to the payment of any amount to the Participant under this Award. If the service vesting requirements of this Section 2.C are not satisfied, all of the Stock Units subject to this Award shall be immediately forfeited and the Participant’s rights with respect thereto shall cease. All Stock Units for which all of the requirements of this Section 2 have been satisfied shall become vested and shall thereafter be payable in accordance with Section 5 hereof. Subject to the terms, conditions and performance-based vesting requirements set forth herein, the Stock Units subject to this Award will vest on the third anniversary date of the Date of Grant (the “Scheduled Vesting Date”).
Service Vesting Requirement. Except as otherwise expressly specified below, the Participant shall vest in a Tranche of the Second Stock Price-Based Shares only if the Participant remains continuously employed by the Company or any majority-owned subsidiary thereof from the Grant Date until the Vesting Date for such Tranche. Except as otherwise expressly specified below, if either (a) the Participant does not remain continuously employed by the Company or any majority-owned subsidiary thereof from the Grant Date until the Vesting Date for the applicable Tranche or (b) the Performance-Based Vesting Schedule for the Tranche is not satisfied during the Performance Period, all of the Second Stock Price-Based Shares subject to that Tranche shall be immediately forfeited for no consideration and the Participant’s rights with respect thereto shall cease upon termination of the Participant’s employment. Notwithstanding the foregoing, or anything in the Integrated Electrical Services, Inc. (n/k/a IES Holdings, Inc.) Amended and Restated Executive Officer Severance Benefit Plan (the “Severance Plan”) or in any other benefit plan or agreement to the contrary, if the Participant’s employment is terminated on or before the third (3rd) anniversary of the Grant Date (i) due to the Participant’s death, (ii) due to the Participant’s Disability, (iii) by the Company without Cause, or (iv) by the Participant for Good Reason, as of the Participant’s date of termination, (A) the Participant shall forfeit a portion of the Second Stock Price-Based Shares in each unvested Tranche equal to the product of (x) a fraction with a numerator equal to the number of full years remaining until the third (3rd) anniversary of the Effective Date and a denominator equal to three (3) and (y) the number of Second Stock Price-Based Shares in such unvested Tranche and (B) any unvested Second Stock Price-Based Shares not forfeited pursuant to clause (A) shall become vested subject to satisfying the applicable Performance-Based Vesting Schedule for each Tranche; provided that, to the extent the Participant is subject to the Severance Plan, the Participant has executed and delivered an enforceable Release (as defined in the Severance Plan) provided for therein and such Release has become irrevocable. For the purposes of this Agreement, “Cause,” “Good Reason” and “Disability” have the definition set forth in the employment agreement between the Company and the Participant in effect as of the Grant Date (the “Employment Agreement”)...
