Vested Units. The term “Vested Units” shall mean the number of such Units that are vested and non-forfeitable, as determined in accordance with Exhibit A hereto, and provide certain rights under the terms of this Agreement, the LLC Agreement and the Securityholders Agreement.
Vested Units. The term “Vested Units” shall mean, with respect to an Executive’s Class B-1 Units, Class B-2 Units and Class B-3 Units, the number of such Units that are vested and nonforfeitable, as determined in Schedule I.
Vested Units. Except as provided by the Agreement and provided that the Participant’s Service has not terminated prior to the relevant date, the number of Vested Units (disregarding any resulting fractional Unit) as of any date is determined by multiplying the Number of Restricted Stock Units by the “Vested Ratio” determined as of such date as follows: January 1, 2010 — June 30, 2010 TBD 7,500 July 1, 2010 — December 31, 2010 TBD 7,500 January 1, 2011 — June 30, 2011 TBD 12,500 July 1, 2011 — December 31, 2011 TBD 12,500 January 1, 2012 — June 30, 2012 TBD 5,000 July 1, 2012 — December 31, 2012 TBD 5,000 Employment Agreement: That certain Executive Employment Agreement by and between the Company and the Participant, dated August 18, 2009. By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Agreement attached to and made a part of this document. The Participant acknowledges receipt of the Agreement and the prospectus for this Award. The Participant further acknowledges that this Award has not been granted pursuant to the Company’s 2005 Performance Incentive Plan. The Participant represents that the Participant has read and is familiar with the provisions of the Agreement, and hereby accepts the Award subject to all of its terms and conditions. JDA SOFTWARE GROUP, INC. PARTICIPANT By: Signature Its: Date Address: 00000 X. 00xx Xxxxxx Xxxxxxxxxx, XX 00000 Address ATTACHMENTS: Restricted Stock Units Agreement and Award Prospectus JDA Software Group, Inc. (the “Company”) has granted to Xxxxx X. Xxxxxx (the “Participant”) an award of Performance Shares (the “Award”), each of which represents the right to receive on the applicable Settlement Date one (1) share of the Common Stock of the Company, upon the terms and conditions set forth in this Notice of Grant of Performance Shares (the “Grant Notice”) and the 2009 Performance Share Agreement attached hereto (the “Agreement”). Grant Date: August 18, 2009 Grant No.: Target Number of Performance Shares: 30,000, subject to adjustment as provided by the Agreement. Maximum Number of Performance Shares: 37,250, subject to adjustment as provided by the Agreement. Performance Period: Company fiscal year beginning January 1, 2009 and ending December 31, 2009. Initial Vesting Date: January 28, 2010, provided the Company’s Audit Committee has approved the Company’s Fisca...
Vested Units. Except as provided in the Restricted Stock Units Agreement and provided that the Participant’s Service has not terminated prior to the applicable date, the number of Vested Units (disregarding any resulting fractional Unit) as of any date is determined by multiplying the Total Number of Units by the “Vested Ratio” determined as of such date, as follows:
Vested Units. Except as provided by the Agreement and provided that the Participant’s Service has not terminated prior to the relevant date except as otherwise provided below, the number of Vested Units (disregarding any resulting fractional Unit) as of any date is determined by multiplying the Number of Restricted Stock Units by the “Vested Ratio” determined as of such date as follows: Prior to Initial Vesting Date 0 On Initial Vesting Date 1/3 Plus For each additional full month of the Participant’s continuous Service following the Initial Vesting Date until the Vested Ratio equals 1/1, an additional 1/36 Accelerated Vesting: In the event that the Participant becomes entitled to “Severance Benefits” in accordance with either Section 7.2 or Section 7.3 of the Employment Agreement, then the vesting of all Restricted Stock Units which are not Vested Units as of the date of the Participant’s termination of employment shall accelerate in full and all such Restricted Stock Units shall be deemed Vested Units effective on the forty-fifth day following the date of the Participant’s termination of employment.
Vested Units. Except as provided in the Restricted Stock Units Agreement or a separate written employment or other agreement between a Participating Company and the Participant and provided that the Participant’s Service has not terminated prior to the applicable Unit Vesting Date set forth below, the percentage of the Total Number of Units which become Vested Units on each Unit Vesting Date Shall be as follows: Unit Vesting Date Percentage of Total Number of Units Vesting: [Insert vesting dates] [Insert vesting percentages]
Vested Units. As of the last day of the Adjusted Performance Period and provided that the Participant’s Service has not terminated prior to such date, a portion of the Earned Units determined in accordance with Section 9.1(a) shall become Vested Units (the “Accelerated Units”), with such portion determined by multiplying the total number of Earned Units by a fraction, the numerator of which equals the number of days contained in the Adjusted Performance Period and the denominator of which equals the number of days contained in the original Performance Period determined without regard to this Section. The Accelerated Units shall be settled in accordance Section 6 immediately prior to the consummation of the Change in Control. Except as otherwise provided by Section 9.2, that portion of the Earned Units determined in accordance with Section 9.1(a) in excess of the number of Accelerated Units shall become Vested Units on the Vesting Date of the original Performance Period determined without regard to this Section, provided that the Participant’s Service has not terminated prior to such Vesting Date. Such Vested Units shall be settled on the Settlement Date in accordance with Section 6, provided that payment for each Vested Unit shall be made in the amount and in the form of the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a Share on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares).
Vested Units. If the Participant’s employment with the Company or any of its Subsidiaries is terminated by the Company or any such Subsidiary without Cause (as defined in such Participant’s employment agreement with the Company), if the Participant terminates employment with the Company or any of its Subsidiaries for Good Reason (as defined in such Participant’s employment agreement with the Company) or if the Participant dies or becomes disabled, the Company may, in its sole discretion, within ninety (90) days following such termination, purchase any of the Vested Units for a price equal to the Fair Market Value on the date of termination. If the Company does not so purchase a Vested Unit, the Participant shall retain such Vested Unit. If the Participant resigns without Good Reason or the Company terminates the Participant’s employment for Cause, all Vested Units previously granted to the Participant pursuant to this Agreement will be forfeited.
Vested Units. The term “Vested Units” shall have the meaning set forth in Section 2.5(b).
