Transfer and Forfeiture of Shares. (a) Except as otherwise provided in this Agreement, and provided the Participant’s Date of Termination has not occurred on or before the applicable vesting date, Performance Share Units earned in accordance with the provisions of Sections 3 and 4 shall vest and payment of Stock for such earned and vested Performance Share Units shall be made as soon as practicable after the vesting date set forth in Section 5(b), provided, however, in all events such payment shall be made prior to the date that is 2 1/2 months after the calendar year in which the Performance Share Units become vested.
(b) Up to 50% of the earned Performance Share Units shall vest as of October 31, 2008. Any remaining earned Performance Share Units shall vest as of October 31, 2010.
(c) If the Participant’s Date of Termination occurs prior to the applicable vesting date provided in Section 5(a), the Participant shall become fully vested in the Performance Share Units earned in accordance with the provisions of Sections 3 and 4 if the Participant’s Date of Termination occurs by reason of the Participant’s Retirement, death or Disability. Payment of Stock for such earned and vested Performance Share Units shall be made as soon as practicable following the date of the Participant’s Retirement, death or Disability, provided, however, in all events such payment shall be made prior to the date that is 2 1/ 2 months after the calendar year in which the Performance Share Units become vested.
(d) Notwithstanding Section 4 and any contrary provision of this Section 5, upon the occurrence of a Terminating Event, and provided the Participant’s Date of Termination does not occur before the Terminating Event date, the Participant shall earn a prorated amount of the Performance Share Units that would have been earned by the Participant in accordance with Section 4 as if 100% of the Performance Goals set forth in Section 4 for the Performance Period had been achieved and all vesting conditions of Section 5 had been satisfied, prorated based on the period of time elapsed from the beginning of the Performance Period through the date of the Terminating Event.
(e) Except as otherwise provided in this Section 5, if the Participant’s Date of Termination occurs during the Performance Period or prior to the date the Performance Share Units become vested, the unearned or nonvested Performance Share Units granted under this Agreement shall be forfeited on the Date of Termination.
Transfer and Forfeiture of Shares. If the Restricted Period with respect to the Covered Shares ends on or before the date the Director ceases to be a director of the Company, then at the end of such Restricted Period, the Covered Shares shall be transferred to the Director free of all restrictions. If the Restricted Period with respect to the Covered Shares does not end on or before the date the Director ceases to be a director of the Company, then as of the date the Director ceases to be a director of the Company, the Director shall forfeit all Covered Shares.
Transfer and Forfeiture of Shares. Subject to the terms hereof, shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered until the expiration of the Restriction Period. Except as otherwise expressly provided in paragraph 6, if the Termination of Service occurs prior to the end of the Restriction Period, the Executive shall forfeit the shares of Restricted Stock effective as of the date of the Termination of Service.
Transfer and Forfeiture of Shares. If the Restricted Period with respect to any Installment of the Covered Shares ends on or before the Participant’s Date of Termination, then at the end of such Restricted Period, that Installment of Covered Shares shall be transferred to the Participant free of all restrictions (except for restrictions described in paragraph 10). If the Restricted Period with respect to any Installments does not end on or before the Participant’s Date of Termination, then as of the Participant’s Date of Termination, the Participant shall forfeit such Installments. However, the Committee, in its sole discretion, may accelerate the end of the Restricted Period or provide for the vesting of the Covered Shares under circumstances that such vesting would not otherwise occur in its sole discretion, based on such factors as the Committee deems appropriate.
Transfer and Forfeiture of Shares. If the Date of Termination (as defined below) does not occur during the Restricted Period with respect to any Installment of the Covered Shares, then, at the end of the Restricted Period for such shares, the Participant shall become vested in those Covered Shares, and shall own the shares free of all restrictions otherwise imposed by this Agreement. With respect to all Covered Shares, the “Restricted Period” shall begin on the Grant Date. The “Restricted Period” with respect to each Installment shown on the schedule shall end on the Vesting Date applicable to such Installment: Notwithstanding the foregoing provisions of this paragraph 6, the following provisions shall apply:
Transfer and Forfeiture of Shares. If the Restricted Period with respect to the Restricted Stock Units ends on or before the date the Director ceases to be a director of the Company, then at the end of such Restricted Period, the Restricted Stock Units shall be fully vested, and shall be transferred to the Director free of all restrictions on the Delivery Date. If the Restricted Period with respect to the Restricted Stock Units does not end on or before the date the Director ceases to be a director of the Company, then as of the date the Director ceases to be a director of the Company, the Director shall forfeit all Restricted Stock Units.(2)
Transfer and Forfeiture of Shares. Unless otherwise stated in any applicable agreement between the Company and the Grantee, Grantee shall forfeit any Installment of Covered Shares for which the Restricted Period has not expired as of a Date of Termination. If a Date of Termination does not occur during a Restricted Period with respect to an Installment of the Covered Shares, then, at the end of the Restricted Period that is applicable for such Installment, Grantee shall become vested in those Covered Shares, and such Installment shall be transferred to Grantee free of all restrictions otherwise imposed by this Agreement. Notwithstanding the foregoing, in the event that Grantee’s Date of Termination occurs within six (6) months of a Change in Control on account of (a) Grantee’s termination of Service by the Company without Cause or (b) Grantee’s resignation from the Company for Good Reason, then any Installment of Covered Shares for which the Restricted Period has not expired as of such Date of Termination shall become vested as of such Date of Termination and such Installment shall be transferred to Grantee free of all restrictions otherwise imposed by this Agreement.
Transfer and Forfeiture of Shares. (a) If the Participant’s Date of Termination (as defined above) does not occur during a Restricted Period, then, at the end of such Restricted Period, the Participant shall become vested in one hundred percent (100%) of the shares of Restricted Stock, and shall own such shares free of all restrictions otherwise imposed by this Agreement. A certificate reflecting the number of shares of Stock so vested shall be delivered to the Participant as soon as practicable after the end of such Restricted Period, but in any event no later than the fifteenth (15th) day following the end of the applicable Restricted Period. Notwithstanding the foregoing, in the event a Change in Control, as defined in the Plan, occurs on or prior to the first anniversary of the Grant Date and prior to the Participant’s Date of Termination, all of the Participant’s shares of Restricted Stock shall immediately vest and become non-forfeitable.
(b) If the Participant’s Date of Termination occurs prior to the end of a Restricted Period, the Participant shall forfeit any unvested Restricted Stock as of the Participant’s Date of Termination.
(c) Otherwise, shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered until the Participant is vested in the shares.
Transfer and Forfeiture of Shares. Except as otherwise provided in Section 7, the Participant shall immediately and automatically forfeit to the Company any Installment of Restricted Stock with respect to which the Date of Termination occurs during the Restricted Period (or with respect to which the Participant has failed to pay to the Company in cash or by check of, within 30 days of request by the Company, an amount equal to the amount the Company is required to withhold under governing tax laws with respect to such Installment of Restricted Stock). If the Date of Termination does not occur during the Restricted Period with respect to any Installment of shares of Restricted Stock, then, at the end of the Restricted Period for such shares, the Participant shall become vested in those shares of Restricted Stock, and shall own the shares free of all restrictions imposed by Sections 5 and 9 of this Agreement.
Transfer and Forfeiture of Shares. (a) If the Participant’s Date of Termination (as defined above) does not occur during a Restricted Period, then, at the end of such Restricted Period and subject to satisfaction of the applicable Performance Objectives for that Restricted Period, the Participant shall become vested in the shares of Restricted Stock, and shall own the shares free of all restrictions otherwise imposed by this Agreement. A certificate reflecting the number of shares of Stock so vested shall be delivered to the Participant as soon as practicable after the Committee determines that the applicable Performance Objectives for that Restricted Period have been satisfied, but in any event no later than the later of (x) the date on which the Company files with the Securities and Exchange Commission (“SEC”) it Annual Report on Form 10-K for the fiscal year in which the Performance Objectives are measured or (y) the fifteenth (15th) day following the end of the applicable Restricted Period. Notwithstanding the foregoing:
(i) in the event a Corporate Transaction, Subsidiary Disposition or Change in Control, as defined in the Plan, occurs on or prior to [specify last date of the last period for which performance is measured (“Date X”)] and prior to the Participant’s Date of Termination, all of the Participant’s shares of Restricted Stock shall immediately vest and become non-forfeitable; provided, however, that in the event of a Corporate Transaction (other than a Corporate Transaction described in Section 13(b)(iii) of the Plan or a Corporate Transaction that also constitutes a Change in Control) as to which the Committee determines that (x) the Restricted Stock will be replaced with comparable Restricted Stock or (y) the Restricted Stock is replaced with a cash incentive program that preserves the value of the Restricted Stock and provides for subsequent payment in accordance with the applicable vesting schedule, then the vesting of the Restricted Stock shall only be accelerated to the extent that the Committee so determines in its sole discretion; and
(ii) in the event a Corporate Transaction, Subsidiary, Disposition or Change in Control occurs after [Date X], but on or prior to [specify end date of last Restricted Period] and prior to the Participant’s Date of Termination, the unvested shares of the Participant’s Restricted Stock shall not be forfeited as of any such Date of Termination prior to [specify end date of last Restricted Period] and such shares shall vest and become non-for...
