Special Vesting. This option grant (or the portion designated below in Section 3(c)) shall vest and become exercisable under the circumstances and subject to the terms and conditions specified in this Section 3 (subject to the provisions of Section 5): (a) Notwithstanding anything in Sections 2 or 4 to the contrary, the performance-based vesting provisions of subsections (a), (b) and (c) of Section 2 shall operate to vest this option grant to the extent that it remains outstanding when the Optionee retires (as defined in Section 3(b)(i)), dies or becomes disabled (as defined in Section 3(b)(iii)) prior to its Vesting Date even if such vesting occurs after the termination of the Optionee's employment with the Corporation and its Subsidiaries.
Special Vesting. In the event of the Employee’s death or 409A Disability prior to the Vesting Date, the target number of PSUs will become vested on the date of such death or 409A Disability. In the event of the Employee’s Non-409A Disability or Termination of Employment with the Company and all of its Subsidiaries due to Normal Retirement, in either case prior to the Vesting Date, the service condition to PSU vesting set forth in Section 3(a) will be deemed satisfied, and the number of PSUs that become vested on the Vesting Date will be determined based on actual performance as set forth in Section 3(b). In addition, in the event of a “Change in Control” within the meaning of the Plan, the PSUs will become vested and payable in the circumstances and in the manner specified in section 6(a) of the Plan and Section 11 below.
Special Vesting. You may be subject to the Special Vesting Dates described below if your employment or service with the Company or an Affiliate terminates.
Special Vesting. If the Plan becomes Top Heavy after the Effective Date, vesting for all Employees shall thereafter be accelerated to the extent the following vesting schedule produces a greater vested percentage for the Employee than the normal vesting schedule at any relevant time: Years of Vesting Service Vested Percentage Less than 3 3 or more 0% 100%
Special Vesting. Under the following circumstances, the Performance Units Achieved and Cash Units Achieved (subject to the performance criteria as described in Section 3 and Exhibit A) described in this Award Agreement may vest earlier than the Normal Vesting Date:
(i) If you Terminate because of your death or due to a disability for which you qualify for benefits under The Scotts Miracle-Gro Company’s Long-term Disability Plan or another long-term disability plan sponsored by the Company or any of its Subsidiaries or Affiliates (“Disabled”), the number of Performance Units Achieved and Cash Units Achieved as described in this Award Agreement will become [___]% vested as of the Normal Vesting Date and will continue to be settled on the original Settlement Date in accordance with Section 5 of this Award Agreement; or
(ii) If you Terminate prior to the Normal Vesting Date for a reason other than Cause and you have reached age [___] and completed at least [___] years of continuous employment with the Company, or any of its Subsidiaries or Affiliates, the number of Performance Units Achieved and Cash Units Achieved will become [___]% vested as of the Normal Vesting Date and will continue to be settled on the original Settlement Date in accordance with Section 5 of this Award Agreement; or
(iii) If you Terminate due to an involuntary Termination by the Company or any of its Subsidiaries or Affiliates without Cause within [___] days before the Normal Vesting Date, the number of Performance Units Achieved and Cash Units Achieved will become [___]% vested as of the Normal Vesting Date and will continue to be settled on the original Settlement Date in accordance with Section 5 of this Award Agreement; or
(iv) If there is a Change in Control, your Performance Units or Cash Units may vest earlier in accordance with the Plan and pursuant to the discretion of the Committee. See Section 5(e) of this Award Agreement and the Plan for further details.
Special Vesting. Provided that the contingency described on Exhibit A is satisfied, notwithstanding anything to the contrary in this Section 2, if the Participant dies, terminates employment with the Company and its subsidiaries as a result of Disability or Retires prior to the Final Vesting Date, then any RSUs that have not previously become nonforfeitable will become nonforfeitable as of the date of such death, termination of employment due to Disability
Special Vesting. In the event that the Participant’s employment with the Company and its Affiliates terminates due to death, Disability, Retirement, or Involuntary Termination, 50% of all unvested Restricted Stock Units awarded under this Award Agreement will immediately vest on the date of such termination and the remainder of the unvested Restricted Stock Units will be forfeited for no consideration on the date of such termination and the Participant will have no further rights with respect to them. In the event any unvested Restricted Stock Units are not assumed or substituted by the acquiring company (or its parent) in connection with a Change in Control, such unvested Restricted Stock Units will vest effective as of the closing of such Change in Control. In the event that the Participant’s employment with the Company and its Affiliates terminates for any reason other than death, Disability, Retirement, or Involuntary Termination, all unvested Restricted Stock Units will be forfeited for no consideration on the date of such termination and the Participant will have no further rights with respect to them. For purposes of this Section 4:
Special Vesting. The Employment Agreement. Agreement contains additional terms
Special Vesting. You may be subject to the Special Vesting Dates described below if your service as a non-employee member of the Board of Directors of the Company (“Director”) terminates.
Special Vesting. Under the following circumstances, your RSUs described in this Award Agreement will vest even if you Terminate prior to the Normal Vesting Date:
(i) If you Terminate because of your death or due to a disability for which you qualify for benefits under Scotts Miracle-Gro Company’s Long-term Disability Plan or another long-term disability plan sponsored by the Company (“Disabled”), your RSUs described in this Award Agreement will become 100% vested and will be settled as of the date of death or disability in accordance with Section 4 of this Award Agreement; or
(ii) If you Terminate for a reason other than Cause after reaching age 55 and completing at least 10 years of employment with the Company, its Affiliates and/or its Subsidiaries, your RSUs described in this Award Agreement will become 100% vested as of the Normal Vesting Date and will continue to be settled in accordance with Section 4 of this Award Agreement; or
(iii) If you Terminate due to an involuntary Termination by the Company without Cause within 180 days before the Normal Vesting Date, your RSUs described in this Award Agreement will become 100% vested as of the Normal Vesting Date and will continue to be settled in accordance with Section 4 of this Award Agreement.
