Unvested Equity Awards. As of the Covered Termination Date, unless otherwise settled in accordance with the provisions of Section 4 of this Agreement and the plans and agreements referred to therein, a fully vested and non-forfeitable interest in any outstanding unvested equity awards, and to the extent applicable, payable within the 60th day after the Covered Termination Date; provided that no such award that is subject to Code Section 409A will be paid on a date earlier than is provided in the applicable equity award agreement; provided further that any performance shares shall be paid out at the target rate, prorated on the basis of the number of days of the Executive’s participation during the applicable performance period to which the performance shares related divided by the aggregate number of days in such performance period, taking into account service rendered through the payment date.
Unvested Equity Awards. All stock options, other equity-based awards and shares of the Company’s stock granted or awarded to Executive pursuant to any Company compensation or benefit plan or arrangement, but which are unvested, will vest immediately upon termination of Executive’s employment. The provisions of this Section 3(c) will supersede the terms of any such grant or award made to Executive under any such plan or arrangement to the extent there is an inconsistency between the two.
Unvested Equity Awards. As of the effective date of the Covered Termination, unless otherwise settled in accordance with the provisions of Section 4 of this Agreement and the plans and agreements referred to therein, a fully vested and non-forfeitable interest in any outstanding unvested equity awards granted on Company Shares (“Equity Awards”), to be vested and, in the case of restricted stock units, settled, in any such case within the 60th day after the effective date of the Covered Termination; provided that no such Equity Award that is subject to Code Section 409A will be paid on a date earlier than is provided in the applicable Equity Award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A; provided further that any performance-based Equity Awards shall be settled with respect to the number of Company Shares earned based on the target rate of performance applicable to such award. , In addition, any Equity Awards that are vested (including as a result of the foregoing provision) options to purchase Company Shares that Executive holds as of the date of his Covered Termination will remain exercisable through the expiration of the original term of such option.
Unvested Equity Awards. As of the Covered Termination, unless otherwise settled in accordance with the provisions of Section 4 of this Agreement and/or the plans and agreements referred to therein, a fully vested and non-forfeitable interest in any outstanding unvested equity awards granted on Company Shares on or prior to December 31, 2014 (the “Equity Awards”) (excluding for the avoidance of doubt the Retention Incentive Grant), to be vested and, in the case of restricted stock and restricted stock units, settled within the 60th day after the Covered Termination; provided that no such Equity Award that is subject to Code Section 409A will be paid on a date earlier than is provided in the applicable Equity Award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A; and provided further that, subject to any adjustment(s) which may be made to the Equity Awards as of the Spin Effective Date as a result of the Restructuring Transaction (including without limitation pursuant to the applicable plan or award agreement pursuant to which the Equity Awards were granted, and/or the Company’s employee matters agreement executed in connection with the Restructuring Transaction), (i) any performance-based Equity Awards shall be settled assuming a target rate of performance applicable to such award, but (ii) any performance-based Equity Awards which at the time of grant had been designated as “performance-based compensation” within the meaning of Code Section 162(m) will be settled only with respect to the number of Company Shares earned based on achievement of actual performance through the applicable performance period, which settlement will occur at the same time as if the Covered Termination had not occurred. For the avoidance of doubt, any Equity Awards that are vested (including as a result of the foregoing provision) options to purchase Company Shares that Executive holds as of the date of his Covered Termination will remain exercisable through the expiration of the original term of such option.
Unvested Equity Awards. For avoidance of doubt, and solely for purposes of clarity, as provided under the Shift Technologies, Inc. 2020 Omnibus Equity Compensation Plan (the “Plan”), Employee’s outstanding equity awards held by Employee under the Plan shall be forfeited and cancelled for no consideration as of the Separation Date.
Unvested Equity Awards. As of the Separation Date, all unvested equity and equity-based awards in respect of the Company’s common stock held by you will expire and automatically be forfeited.
Unvested Equity Awards. All stock options, other equity-based awards and shares of the Company’s stock granted or awarded to the Executive pursuant to any Company compensation or benefit plan or arrangement, but which are unvested, will vest in full immediately upon the Separation from Service. If such unvested awards are dependent upon achievement of performance goals, those goals will be deemed to be satisfied at the target level. The provisions of this Section 3(c) will supersede the terms of any such grant or award made to the Executive under any such plan or arrangement to the extent there is an inconsistency between the two.
Unvested Equity Awards. As of the Covered Termination, a fully vested and non-forfeitable interest in any outstanding unvested equity awards granted on Company Shares on or prior to December 31, 2014 (the “Equity Awards”) (excluding for the avoidance of doubt the Retention Incentive Grant), to be vested and in the case of restricted stock and restricted stock units settled within the 60th day after the Covered Termination; provided that no such Equity Award that is subject to Code Section 409A will be paid on a date earlier than is provided in the applicable Equity Award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A; and provided further that, subject to any adjustment(s) which may be made to the Equity Awards as of the Spin Effective Date as a result of the Restructuring Transaction (including without limitation pursuant to the applicable plan or award agreement pursuant to which the Equity Awards were granted, and/or the Company’s employee matters agreement executed in connection with the Restructuring Transaction), any performance-based Equity Awards shall be settled only with respect to the number of Company Shares earned based on achievement of actual performance through the applicable performance period, which settlement shall occur at the same time as if the Covered Termination had not occurred. For the avoidance of doubt, any Equity Award that is a vested stock option that Executive holds as of the date of the his Covered Termination (including for this purpose any such stock option which vests as a result of the preceding sentence) will remain exercisable through the expiration of the original term of such stock option.
Unvested Equity Awards. In further consideration of Employee’s general release and the other promises contained in this Agreement, Company agrees to permit 11,815 (fifty percent (50%) of the current total) of Employee’s outstanding unvested shares of restricted stock (the “Retained Restricted Shares”) to continue to vest on the time schedule set forth in the applicable restricted stock award agreements, subject to Employee’s continued compliance with the Restrictive Covenants set forth in Sections seven (7), ten (10), eleven (11), and twelve (12) of the Amended and Restated Employment Agreement between the Parties dated January 1, 2022 (the “Employment Agreement”) (the continued vesting is hereinafter included in the term “Severance Proceeds”). The vesting schedule does not affect or change the timelines set forth in Section seven (7), ten (10), eleven (11), and twelve (12) of the Employment Agreement. Notwithstanding the preceding paragraph, the Parties acknowledge and agree that Employee will incur a tax liability with respect to the Retained Restricted Shares as of the effective date of this Agreement (as set forth in Section 3 below, the “Effective Date”) and prior to the time the Retained Restricted Shares would vest in accordance with the preceding paragraph. In light of such tax liability, the Parties further agree that a number of Retained Restricted Shares having a fair market value as of the Effective Date equal to the amount required to satisfy all tax withholding requirements applicable thereto shall vest as of the Effective Date (the “Released Shares”). The Company shall withhold the Released Shares to satisfy such withholding obligations, and remaining Retained Restricted Shares will continue to vest in accordance with the preceding paragraph. For the avoidance of doubt, the remaining 11,815 (fifty percent (50%) of the current total) of Employee’s outstanding unvested shares of restricted stock that had previously been granted to Employee have been forfeited. Employee acknowledges the receipt and sufficiency of the Severance Proceeds and expressly agrees that no further act or payment is owed to Employee or to any of Employee’s attorneys, agents, or assigns by Company or any of its affiliates or any of their past and present officers, directors, shareholders, employees, volunteers, agents, parent corporations, predecessors, subsidiaries, affiliates, branches, insurers, benefit plans, estates, successors, assigns, or attorneys. Employee further acknowledges and agree...
Unvested Equity Awards. If Executive is entitled to receive benefits under Section 2(a), Executive’s unvested equity awards outstanding on the Date of Termination shall be treated as follows:
