Time and Manner of Vesting and Payment of Awards Sample Clauses

Time and Manner of Vesting and Payment of Awards 
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Related to Time and Manner of Vesting and Payment of Awards

  • Vesting and Payment (a) Except as set forth in Sections 2(c) and 2(d), the Restricted Stock Units shall vest on the fourth anniversary of the Grant Date (the “Scheduled Payment Date”); provided that the Participant has not had a Termination of Employment at any time prior to the Scheduled Payment Date. (b) Except as set forth in Section 2(c), there shall be no proportionate or partial vesting in the periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date. (c) The Restricted Stock Units shall vest on a pro-rated basis upon the Participant’s Retirement, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Section 2(c), the Participant shall qualify for “Retirement” if (i) the Participant’s age (minimum 55) plus years of service with the Company and its Subsidiaries equal or exceed 70, (ii) the Participant has provided written notice of the Participant’s retirement to the Company at least 30 days prior to the date of such retirement, and (iii) no Termination of Employment has occurred prior to the date of such retirement. For purposes of determining the age and service requirement under Section 2(c)(i), the Participant’s age and years of service shall be determined by the Participant’s most recent birthday and employment anniversary, respectively. For purposes of this Section 2(c), vesting on a pro-rated basis shall be calculated by multiplying the number of Restricted Stock Units set forth under Section 1 by a fraction, the numerator of which is the number of days from the date of grant to the date of the Participant’s Retirement, and the denominator of which is 1,460. (d) The Restricted Stock Units shall become fully vested on the earliest of (i) a Termination of Employment by the Company (or a Subsidiary) without Cause occurring within the 2-year period following a Change of Control, (ii) the Participant’s Disability and (iii) the Participant’s death; provided that no Termination of Employment has occurred prior to any such event, unless otherwise provided expressly in a written agreement between the Participant and the Company (or a Subsidiary). For purposes of this Agreement, a “Change of Control” shall mean a Change of Control as defined in the Plan. For purposes of this Agreement, “Disability” shall mean the approval of, and receiving benefits for, long term disability by the disability insurance carrier under the Company’s (or if applicable, Subsidiary’s) long term disability plan.

  • Vesting Provisions Subject to the provisions of paragraph 3 below, the option shall vest 33⅓% on each of July 31, 2020, July 31, 2021 and July 31, 2022, except as follows:

  • Vesting of PSUs The PSUs granted pursuant to this Award shall vest, if at all, as follows: (a) The Committee, in its sole discretion, has established, or within 90 days following the Date of Grant will establish, Performance Goals based on factors consistent with Section 3.1(e)(ii) of the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 2, 2020, as amended from time to time (the “Employment Agreement”), which will be measured over a one-year performance period commencing on _____________ and ending on _____________ (such period, the “Performance Period”). (b) Up to 200% of the Target PSUs subject to this Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this Award that shall become earned based on such performance (the “Earned PSUs”). The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within 60 days following the end of the Performance Period or as soon as administratively practicable thereafter (the “Performance Determination Date”). (c) If, on the Performance Determination Date or any other applicable date as set forth in this Section 3, the Committee determines that any of the PSUs subject to this Award shall not become Earned PSUs, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. (d) One-third of the Earned PSUs shall become vested on each of the first three anniversaries of the Date of Grant if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that any Earned PSUs scheduled to vest prior to the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment. (e) In the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Change in Control if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the date of such Change in Control; provided that, if such Change in Control of NIL occurs prior to the Performance Determination Date, the Earned PSUs shall be deemed to equal 100% of the Target PSUs. (f) In the event of the Grantee’s Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Termination.

  • Vesting and Lapse of Restrictions Subject to Sections 2.2(a) and 2.2(c), the Award shall vest and Restrictions shall lapse in accordance with the vesting schedule set forth on the Grant Notice.

  • Vesting of Award Subject to Section 2(b) below and the other terms and conditions of this Agreement, this Award shall become vested in three equal annual installments on the first, second and third anniversaries of the date hereof. Unless otherwise provided by the Company, all dividends and other amounts receivable in connection with any adjustments to the Shares under Section 4(c) of the Plan shall be subject to the vesting schedule in this Section 2(a).

  • Vesting and Exercisability (a) Options to purchase 87,500 shares, 43,750 shares and 43,750 shares, respectively, will vest on the first three anniversaries of the Start Date (as defined in the Employment Agreement). (b) If the Employee's employment with the Company terminates for any reason prior to the time that the Option has been fully exercised, the unexercised portion of the Option on the date of termination of employment (whether exercisable or not) shall immediately expire; provided, however, that (i) if the Employee's employment is terminated by reason of the Employee's disability (pursuant to Section 3.3 of the Employment Agreement), all portions of the Option that are vested at the time of termination shall remain exercisable for a period of one year from the date of such termination or until the expiration of the Exercise Period, whichever is shorter; (ii) in the event of the death of the Employee while in the employ of the Company, all portions of the Option that are vested at the time of death shall remain exercisable by the legal representative of the estate or by the legatee of the Employee under the will of the Employee for a period of one year from the date of such death or until the expiration of the Exercise Period, whichever is shorter; and (iii) in the event the Employee is terminated without "Cause" (as defined in the Employment Agreement), or Executive terminates his employment for "Good Reason" (as defined in the Employment Agreement), then the Option shall become fully vested and exercisable and may be exercised for a period of five years from the date of such termination of employment or until the expiration of the Exercise Period, whichever is shorter. (c) The Board of Directors may, in the event the Executive's employment is terminated for Cause (as provided for in the Employment Agreement), annul the Option and, in such event, may require the Executive to return to the Company the economic benefit of any Option Shares purchased hereunder by the Executive within the six month period prior to the date of termination. In such event, the Executive hereby agrees to remit to the Company, in cash, an amount equal to the difference between the fair market value of the Option Shares on the date of termination (or the sales price of such Shares if the Option Shares were sold during such six month period) and the exercise price of such Shares.

  • Transition of Registry upon Termination of Agreement Upon expiration of the Term pursuant to Section 4.1 or Section 4.2 or any termination of this Agreement pursuant to Section 4.3 or Section 4.4, Registry Operator shall provide ICANN or any successor registry operator that may be designated by ICANN for the TLD in accordance with this Section 4.5 with all data (including the data escrowed in accordance with Section 2.3) regarding operations of the registry for the TLD necessary to maintain operations and registry functions that may be reasonably requested by ICANN or such successor registry operator. After consultation with Registry Operator, ICANN shall determine whether or not to transition operation of the TLD to a successor registry operator in its sole discretion and in conformance with the Registry Transition Process; provided, however, that (i) ICANN will take into consideration any intellectual property rights of Registry Operator (as communicated to ICANN by Registry Operator) in determining whether to transition operation of the TLD to a successor registry operator and (ii) if Registry Operator demonstrates to ICANN’s reasonable satisfaction that (A) all domain name registrations in the TLD are registered to, and maintained by, Registry Operator or its Affiliates for their exclusive use, (B) Registry Operator does not sell, distribute or transfer control or use of any registrations in the TLD to any third party that is not an Affiliate of Registry Operator, and (C) transitioning operation of the TLD is not necessary to protect the public interest, then ICANN may not transition operation of the TLD to a successor registry operator upon the expiration or termination of this Agreement without the consent of Registry Operator (which shall not be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, the foregoing sentence shall not prohibit ICANN from delegating the TLD pursuant to a future application process for the delegation of top-­‐level domains, subject to any processes and objection procedures instituted by ICANN in connection with such application process intended to protect the rights of third parties. Registry Operator agrees that ICANN may make any changes it deems necessary to the IANA database for DNS and WHOIS records with respect to the TLD in the event of a transition of the TLD pursuant to this Section 4.5. In addition, ICANN or its designee shall retain and may enforce its rights under the Continued Operations Instrument for the maintenance and operation of the TLD, regardless of the reason for termination or expiration of this Agreement.

  • PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC’s contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END USER's purchase order.

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

  • Vesting and Exercisability of Option The Option shall vest, and may be exercised, with respect to the Shares as set forth in the Optionee Statement attached hereto and made a part hereof, subject to earlier termination of the Option as provided in Sections 1.4 and 6 hereof or in the Plan. The right to purchase the Shares as they become vested shall be cumulative and shall continue during the Exercise Term unless sooner terminated as provided herein.

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