Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vot...
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this...
Vesting. Except as otherwise specifically provided in this Section 3, the vesting of any Restricted Share is contingent on the Grantee’s continuous employment by the Company or a Subsidiary, from the Grant Date through the vesting date. The Restriction Period with respect to any Restricted Share shall commence on the Grant Date and shall lapse as to such Restricted Share on the date that such share becomes vested pursuant to this Section 3. Except as otherwise provided in this Section 3 and to the extent such vesting has not been accelerated upon a termination of employment or a Change in Control, as set forth below, the Restricted Shares shall vest, and the restrictions imposed thereon shall lapse, as follows:
(i) one-third of the Restricted Shares shall vest and the restrictions imposed thereon shall lapse on the first anniversary of the Grant Date; provided, however, that if such date is in a Blackout Period under, and as defined in, the Xxxxx, Inc. Xxxxxxx Xxxxxxx Policy applicable to the Grantee, then the shares shall not vest until the first date upon which the Grantee next may trade under the Xxxxx, Inc. Xxxxxxx Xxxxxxx Policy, and, provided further, that notwithstanding the foregoing, such shares shall be deemed vested during such Blackout Period solely for purposes of Section 3(e) hereunder;
(ii) one-third of the Restricted Shares shall vest and the restrictions imposed thereon shall lapse on the second anniversary of the Grant Date; provided, however, that if such date is in a Blackout Period under, and as defined in, the Xxxxx, Inc. Xxxxxxx Xxxxxxx Policy applicable to the Grantee, then the shares shall not vest until the first date upon which the Grantee next may trade under the Xxxxx, Inc. Xxxxxxx Xxxxxxx Policy, and, provided further, that notwithstanding the foregoing, such shares shall be deemed vested during such Blackout Period solely for purposes of Section 3(e) hereunder; and
(iii) one-third of the Restricted Shares shall vest and the restrictions imposed thereon shall lapse on the third anniversary of the Grant Date; provided, however, that if such date is in a Blackout Period under, and as defined in, the Xxxxx, Inc. Xxxxxxx Xxxxxxx Policy applicable to the Grantee, then the shares shall not vest until the first date upon which the Grantee next may trade under the Xxxxx, Inc. Xxxxxxx Xxxxxxx Policy, and, provided further, that notwithstanding the foregoing, such shares shall be deemed vested during such Blackout Period solely for purposes of S...
Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if:
(i) the Participant’s employment terminates due to death or Permanent Disability, or
(ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.
Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing:
(a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and
(b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.
Vesting. All Executive Units are subject to the vesting provisions contained in this Article IV and, unless otherwise agreed between the LLC, Neenah, CVC and Executive, none of the Executive Units will be vested as of the date of acquisition thereof; provided, that for the avoidance of doubt, the Units acquired by Executive pursuant to the SAR Exchange Agreement shall be subject to the vesting provisions contained therein. So long as Executive shall have been employed by Neenah pursuant to Section 2.1 or shall have been performing the services requested of Executive, if any, pursuant to Section 2.5 through each anniversary (each, a "Vesting Date") of the date or dates on which any Executive Units are purchased or otherwise acquired by Executive (each, a "Purchase Date"), twenty percent of the total Executive Units acquired on any given Purchase Date shall vest in Executive as of such Vesting Date (such Executive Units which have so vested, the "Vested Units", and any Executive Units which have not so vested, the "Unvested Units") such that the total number of Executive Units acquired on any given Purchase Date shall have become Vested Units as of the fifth anniversary of each such Purchase Date assuming compliance with the preceding clause. If the Consulting Period terminates in accordance with its terms as a result of Neenah or Executive having given a Non- Continuation Notice, any Executive Units which are Unvested Units as of the last day of the Consulting Period shall continue to vest on each anniversary date of a Purchase Date, subject to earlier repurchase pursuant to Section 4.2, in accordance with the preceding sentence notwithstanding that Executive shall no longer be employed by Neenah.
Vesting. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service.
Vesting. (a) The Option shall vest with respect to the Applicable Percentage (as defined herein) of Option Shares if and only so long as Executive is and has continued to be employed by the Company or any of its Subsidiaries through such vesting date. The Applicable Percentage shall mean that the Option shall vest over five (5) years with 20% of the Option Shares vesting on the first anniversary of the effective date of the Employment Agreement and 1/60th of the Option Shares vesting on a monthly basis thereafter until the Option is 100% vested (i.e., over four years). Notwithstanding anything to the contrary herein, the Applicable Percentage shall not increase once the Executive ceases to be employed by the Company or its Subsidiaries except and solely to the extent provided in the Employment Agreement; provided, however, that if Executive’s continuous service with the Company or its Subsidiaries is involuntarily terminated without Cause prior to the first anniversary of the effective date of the Employment Agreement, the Option shall be 20% vested as of the termination date.
(b) Until such time as the Option has expired pursuant to this Agreement, Executive may exercise the Option pursuant to Section 2 above whether or not such Option has vested pursuant to subsection (a) above: provided that Executive shall enter into a restricted stock agreement with respect to such Option Shares in form and substance satisfactory to the Board in its sole discretion (it being understood that such restricted stock agreement will provide, among other things, that the Option Shares issued in respect of the unvested portion of the Option will continue to be subject to vesting (pursuant to the same vesting schedule as provided in subsection (a) above), the untested Option Shares shall be subject to repurchase at the lower of Original Cost and Fair Market Value and Executive shall grant a proxy to give to Parthenon the vote for all of the unvested Option Shares in Parthenon’s sole discretion.
Vesting. Subject to the Grantee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 3(a)), all RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) [on the first anniversary of the Grant Date]; provided, however, that:
(i) all RSUs shall immediately become Vested RSUs as of immediately prior to the occurrence of a Change in Control; and
(ii) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Grantee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Grantee’s death, serious illness or Disability, (1) the number of RSUs shall become Vested RSUs as of the date of such Termination of Relationship that is equal to the aggregate number of RSUs, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, all RSUs shall become Vested RSUs as of immediately prior to the occurrence of such Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 3(a), the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs shall become Vested RSUs thereafter (i.e., the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause, all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.
Vesting. (a) Subject to the provisions of Sections 3(b) and 3(c) hereof, the RSUs subject to this Award shall become vested as follows, provided that the Participant has not incurred a Termination prior to each such vesting date: There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date.
