Vesting and Conversion to Shares. The Target Total Award will vest and become non-forfeitable upon the earliest to occur of the following (the “Vesting Date”):
(a) the Determination Date, to the extent provided under the Performance Vesting Formula, if you have not experienced a Termination of Service before such date, or
(b) as of your Termination of Service due to death or Disability, or
(c) as of your involuntary Termination of Service, other than for Cause or unsatisfactory performance, as determined in the sole discretion by the Head of Human Resources, provided that you sign and do not revoke a severance agreement in the form stipulated by the Company within 60 days after your Termination of Service or such other time as the Company may determine and the severance agreement has become irrevocable, or
(d) immediately before a Change in Control, if this Award Agreement is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control, or
(e) your Termination of Service during the 24-month period following a Change in Control either (i) by the Company other than for Cause or unsatisfactory performance, or (ii) by you for Good Reason.
Vesting and Conversion to Shares. The Target Total Award will vest and become non-forfeitable upon the earliest to occur of the following, or as otherwise provided in the Employment Agreement (the “Vesting Date”):
(a) the Determination Date, to the extent provided under the Performance Vesting Formula, if you have not experienced a Termination of Service before such date, or
(b) as of your Termination of Service due to death or Disability, or
(c) as of your involuntary Termination of Service, other than for Cause or unsatisfactory performance, as determined in the sole discretion by the Head of Human Resources, provided that you sign and do not revoke a severance agreement in the form stipulated by the Company within 60 days after your Termination of Service or such other time as the Company may determine and the severance agreement has become irrevocable, or
(d) immediately before a Change in Control, if this Award Agreement is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control, or
(e) your Termination of Service during the 24-month period following a Change in Control either (i) by the Company other than for Cause or unsatisfactory performance, or (ii) by you for Good Reason.
Vesting and Conversion to Shares. The RSUs will vest and become nonforfeitable upon the earliest to occur of the following (the “Vesting Date”):
(a) the dates specified on page 1 hereof, provided that you have not experienced a Termination of Service before such respective dates, or
(b) your Termination of Service due to death or Disability, or
(c) your involuntary Termination of Service, other than for Cause, Disability or unsatisfactory performance, as determined by the Head of Human Resources in his sole discretion, provided that you sign a severance agreement in the form stipulated by the Company, and the severance agreement has become irrevocable, within 60 days after your Termination of Service or such earlier time as the Company may determine, or
(d) immediately before a Change in Control, if this Award Agreement is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control, or
(e) your Termination of Service during the 24-month period following a Change in Control either (i) by the Company other than for Cause or Disability, or (ii) by you for Good Reason.
Vesting and Conversion to Shares. The RSUs will vest and become non-forfeitable upon the earliest to occur of the following (the “Vesting Date”):
(a) the Determination Dates, to the extent provided under the Performance Vesting Formula, if you have not experienced a Termination of Service before such respective dates, or
(b) your Termination of Service due to death or Disability, or
(c) your involuntary Termination of Service, other than for Cause, Disability or unsatisfactory performance, as determined by the Head of Human Resources in his sole discretion, provided that you sign and do not revoke a severance agreement in the form stipulated by the Company, or
(d) immediately before a Change in Control, if this Award Agreement is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control, or
(e) your Termination of Service during the 24-month period following a Change in Control either (i) by the Company other than for Cause or Disability, or (ii) by you for Good Reason.
Vesting and Conversion to Shares. The Target Total Award will vest and become non-forfeitable upon the earliest to occur of the following (the “Vesting Date”):
(a) the Determination Date, to the extent provided under the Performance Vesting Formula, if you have not experienced a Termination of Service before such respective dates, or
(b) your Termination of Service due to death or Disability, or
(c) your involuntary Termination of Service, other than for just cause under applicable Canadian law, provided that you sign a Final Release and Indemnity as part of a severance agreement in the form stipulated by the Company, within 90 days after your Termination of Service, and it has become irrevocable. In the event that the Final Release and Indemnity in a form acceptable to the Company is not signed within the 90 day period after your Termination of Service, then RSUs scheduled to vest during the applicable statutory notice period will vest on the respective vesting dates, subject to the terms and conditions of the Award Agreement. All other RSUs will be forfeited immediately upon the cessation of the statutory notice period, or
(d) immediately before a Change in Control, if this Award Agreement is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control, or
(e) your Termination of Service during the 24-month period following a Change in Control either (i) by the Employer other than for just cause, or (ii) by you for Good Reason.
Vesting and Conversion to Shares. The Target Total Award will vest and become non-forfeitable upon the earliest to occur of the following, subject to any performance adjustment as set forth in Paragraph 18 hereof:
(a) in the event you have not experienced a Termination of Service before the Determination Date, as of the Determination Date to the extent provided under the Performance Vesting Formula, or
(b) in the event of your death or Disability, as of your Termination of Service, or
(c) in the event of your involuntary Termination of Service, other than for Cause or unsatisfactory performance, as of the Determination Date, to the extent provided under the Performance Vesting Formula; provided, however, that (i) your involuntary Termination of Service is approved in the sole discretion of the Head of Human Resources; (ii) you sign a severance agreement in the form stipulated by the Company or your Employer within 60 days after your Termination of Service or such other time as the Company or your Employer may determine; and (iii) the severance agreement has become irrevocable, or
(d) in the event of a Change in Control, if this Award Agreement is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control, immediately before such Change in Control, or
(e) in the event your Termination of Service during the 24-month period following a Change in Control either (i) by the Company other than for Cause or unsatisfactory performance, or (ii) by you for Good Reason, as of the Determination Date, to the extent provided under the Performance Vesting Formula.
Vesting and Conversion to Shares. The RSUs will vest and become nonforfeitable upon the earliest to occur of the following (the “Vesting Date”):
(a) the dates specified on page 1 hereof, provided that you have not experienced a Termination of Service before such respective dates, or
(b) your Termination of Service due to death or Disability, or
(c) your involuntary Termination of Service, other than for just cause under applicable Canadian law, provided that you sign a Final Release and Indemnity as part of a severance agreement within 90 days after your Termination of Service, and it has become irrevocable. In the event that the Final Release and Indemnity in a form acceptable to the Company is not signed within the 90 day period after your Termination of Service, then RSUs scheduled to vest during the applicable statutory notice period will vest on the respective vesting dates, subject to the terms and conditions of the Award Agreement. All other RSUs will be forfeited immediately upon the cessation of the statutory notice period; or
(d) immediately before a Change in Control, if this Award Agreement is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control, or
(e) your Termination of Service during the 24-month period following a Change in Control either (i) by your Employer other than for just cause, or (ii) by you for Good Reason. Upon the expiration or termination of an applicable restriction set forth in this Section 3, unrestricted Shares will be delivered to you as soon thereafter as practicable.
Vesting and Conversion to Shares. The Total Target Award will vest and become non-forfeitable upon the earliest to occur of the following (the “Vesting Date”):
(a) the Determination Dates, to the extent provided under the Performance Vesting Formula, if you have not experienced a Termination of Service before such respective dates, or
(b) your Termination of Service due to death or Disability, or
(c) your involuntary Termination of Service, other than for Cause or unsatisfactory performance, as determined in the sole discretion of the Head of Human Resources, provided that you sign and do not revoke a severance agreement in the form stipulated by the Company, or
(d) immediately before a Change in Control, if this Award Agreement is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control, or
(e) your Termination of Service during the 24-month period following a Change in Control either (i) by the Company other than for Cause or unsatisfactory performance, or (ii) by you for Good Reason.
Vesting and Conversion to Shares. The RSUs will vest and be deemed earned and payable in full upon the earliest to occur of the following (the “Vesting Date”):
(a) upon the dates specified on page 1 hereof, provided that you have not experienced a Termination of Service prior to such respective dates, or
(b) in the event of your Termination of Service due to Retirement (as defined below) occurring more than three (3) years after the Award Date, and upon your continued compliance with the covenants set forth herein, on the dates specified on page 1 hereof, or
(c) upon your Termination of Service due to death or Disability (as defined below), or
(d) upon your involuntary Termination of Service, other than for Cause (as defined below) or Disability, and your execution and delivery of a severance agreement in the form stipulated by the Manager (and any applicable period for revoking such severance agreement having expired) within 60 days after your Termination of Service, or
(e) in the event of a Change in Control (as defined below), immediately prior to a Change in Control if this Award Agreement is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control, provided, however, that the RSUs will not vest automatically upon a Change in Control as provided in Section 16 of the Plan, or
(f) in the event of a Change in Control (as defined below), upon your Termination of Service during the 24-month period following the Change in Control either (i) by the Manager other than for Cause or Disability, or (ii) by you for Good Reason (as defined below), or
(g) upon the termination of the management agreement between Invesco Mortgage Capital Inc. and Invesco Advisers, Inc.
Vesting and Conversion to Shares. The RSUs will vest and become nonforfeitable upon the earliest to occur of the following (the “Vesting Date”):
(a) the dates specified on page 1 hereof, provided that you have not experienced a Termination of Service before such respective dates, or
(b) your Termination of Service due to death or Disability, or
(c) your involuntary Termination of Service, other than for Cause or unsatisfactory performance, as determined in the sole discretion of the Head of Human Resources, provided that you sign a severance agreement in the form stipulated by the Company or your Employer, within 60 days after your Termination of Service or such other time as the Company or your Employer may determine, and the severance agreement has become irrevocable, or
(d) immediately before a Change in Control, if this Award Agreement is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control, or
(e) your Termination of Service during the 24-month period following a Change in Control either (i) by your Employer other than for Cause or unsatisfactory performance, or (ii) by you for Good Reason. Upon the expiration or termination of an applicable restriction set forth in this Section 3, unrestricted Shares will be delivered to you as soon thereafter as practicable.
