Shares Subject to Forfeiture. In the event that Executive's employment with the Company is terminated before April 30, 2017, Executive will forfeit all right to the Shares. Notwithstanding the previous sentence, if Executive's employment is terminated before that date and after April 30, 2016 for a Triggering Event (as defined below), all of the Shares will become immediately vested and nonforfeitable.
Shares Subject to Forfeiture. The Shares are subject to time-based and performance-based vesting requirements.
a. The Shares will vest on the third anniversary of the Grant Date, but only if the Company has earned Operating Cash Flow of $___________ in either calendar year 20__, 20__ or 20__. For this purpose, “Operating Cash Flow” means operating income plus depreciation plus amortization, calculated in the sole discretion of the Company.
Shares Subject to Forfeiture. The Shares are subject to vesting requirements as established in connection with the Management Incentive Plan, including the terms and conditions for awards made under the _____ Management Incentive Plan (the “MIP”). As described in more detail in the MIP, up to 100% of the Shares will vest at the time payments are made under the MIP as determined by dividing ___% of the Executive’s MIP Payout (as defined in the MIP) by $_____, and rounding to the nearest whole Share. Executive will forfeit all Shares that do not vest at that time. In the event that Executive’s employment with the Company is terminated prior to vesting, Executive will forfeit all right to the Shares.
Shares Subject to Forfeiture. The Shares are subject to performance-based vesting requirements.
a. The Shares will vest in accordance with the Vesting Schedule attached as Attachment 1 (incorporated herein by reference).
b. In the event of a Change of Control prior to the vesting of all Shares, any remaining unvested Shares will vest. For this purpose, “Change of Control” means (i) a sale of all or substantially all of the Company’s assets, (ii) any merger, consolidation, or other business combination transaction of the Company with or into another corporation, entity, or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, (iv) a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board, or (v) a dissolution or liquidation of the Company.
Shares Subject to Forfeiture a. The Shares will vest (the “Vesting Time”) at the latter of (i) the Company’s next Annual Meeting of Stockholders (the “Meeting”) and (ii) the one year anniversary of the Grant Date. In addition, vesting is subject to (i) the Director’s service as a member of the Company’s Board of Directors (the “Board”) through the Vesting Time, unless that Director’s current Board term expires at the Meeting, in which case vesting is subject to the Director’s service as a member of the Company’s Board to the Meeting, and (ii) the Director not engaging in “Competition” prior to the Vesting Time. For purposes of this Agreement, Director will be deemed to have engaged in “Competition” if Director, without the written consent of the Board, directly or indirectly (i) provides services or assistance in any form to any individual, entity, or company providing veterinary products for the companion animal health industry or imaging products or services for the veterinary market (a “Restricted Company”), whether such services or assistance is provided as an employee, consultant, agent, corporate officer, director, or otherwise or (ii) participates in the financing, operation, management, or control of, a Restricted Company. A Restricted Company includes, without limitation, Abaxis, Inc., IDEXX Laboratories, Inc., scil animal health company GmbH (currently a wholly-owned subsidiary of Xxxxx Xxxxxx, Inc.), Sound Technologies, Inc. (currently a wholly-owned subsidiary of VCA Inc.), and Synbiotics Corporation (currently a wholly owned subsidiary of Zoetis Inc.). Notwithstanding the foregoing, Director shall not be deemed to be in Competition if Director is employed or engaged in a corporate function or senior management position (and holding commensurate equity interests) in a division of a Restricted Company, so long as such division is not in any way engaged in providing veterinary products for the companion animal health industry or imaging products or services for the veterinary market and Director does not directly or indirectly provide services or assistance to any division that does provide veterinary products for the companion animal health industry or imaging products or services for the veterinary market.
b. In the event that the Director serves as a member of the Company’s Board for at least one (1) year from the Grant Date and Director’s service as a member of the Board is subsequently terminated because of either (i) Director’s death or (ii) Director’s Disability, the ...
Shares Subject to Forfeiture. The Shares are subject to vesting requirements as established in connection with the Management Incentive Plan, including the terms and conditions for awards made in 2015 under the Management Incentive Plan (the "MIP"). As described in more detail in the MIP, the portion of the Shares that vest will be calculated at the time payments are made under the MIP by multiplying the number of Shares by the "Payout Percentage," which this purpose means one-half of the percentage calculated by dividing the amount of the Executive's MIP Payout (as defined in the MIP) by the amount of the Executive's Incentive Target (as defined in the MIP), and rounding to the nearest whole Share. Executive will forfeit all Shares that do not vest at that time. In the event that Executive's employment with the Company is terminated prior to vesting, Executive will forfeit all right to the Shares.
Shares Subject to Forfeiture. The Shares are subject to time-based vesting requirements.
a. The Shares will vest as follows: (a) 27,500 Shares will vest on the six-month anniversary of the Grant Date; and (b) 27,500 additional Shares will vest on each succeeding anniversary of the Grant Date, up to and including the third anniversary of the grant date.
b. In the event that Executive's employment with the Company is terminated prior to vesting, Executive will forfeit all right to Shares that have not yet vested.
c. Notwithstanding the previous paragraph (b), if Executive is terminated by the Company without Cause or voluntarily with Good Reason, and such termination is In Connection with a Change of Control, a portion of any Shares that would otherwise have vested on the vesting date next following such termination if such termination had not occurred will vest as follows: 27,500 Shares, multiplied by a fraction, the numerator of which is the number of days elapsed prior to such termination in the vesting period ending on such vesting date, and the denominator of which is the total number of days in such vesting period.
d. For purposes of this Agreement, the following definitions will apply:
Shares Subject to Forfeiture. The Shares are subject to time-based and performance-based vesting requirements.
a. The Shares will vest on the third anniversary of the Grant Date, but only if the Company has earned Operating Cash Flow of $________________ in either calendar year 2015, 2016 or 2017. For this purpose, "Operating Cash Flow" means operating income plus depreciation plus amortization, calculated in the sole discretion of the Company.
b. In the event of a Change of Control prior to the third anniversary of the Grant Date, the Shares will vest. For this purpose, "Change of Control" means (i) a sale of all or substantially all of the Company's assets, (ii) any merger, consolidation, or other business combination transaction of the Company with or into another corporation, entity, or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, (iv) a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board, or (v) a dissolution or liquidation of the Company.
Shares Subject to Forfeiture. The Shares are subject to time-based and performance-based vesting requirements.
a. The Shares will vest in accordance with the Vesting Schedule attached as Attachment 1, with the performance-based vesting to be tied to one or more of the Company’s annual operating cash flow, annual operating income, annual revenue, stock price level and stock price performance as compared to the S&P 500 Index over a specified time period. The shares will vest or be forfeited in a maximum of seven (7) years.
b. In the event of a Change of Control prior to the vesting of all Shares, any remaining unvested Shares will vest. For this purpose, “Change of Control” means (i) a sale of all or substantially all of the Company’s assets, (ii) any merger, consolidation, or other business combination transaction of the Company with or into another corporation, entity, or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, (iii) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, (iv) a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board, or (v) a dissolution or liquidation of the Company.
