Common use of Vesting and Delivery Date Clause in Contracts

Vesting and Delivery Date. The Restricted Stock Units shall vest as follows provided the Grantee remains employed by the Company on each such date: (a) Forty percent (40%) of the Restricted Stock Units (rounded up to the nearest whole share) shall vest if the combined Operating Income for the Company for 2013 and 2014 is equal to or greater than $______ but less than $______, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 2015, February 15, 2016 and February 15, 2017, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining shares; OR (b) Eighty percent (80%) of the Restricted Stock Units (rounded up to the nearest whole share) shall vest if the combined Operating Income for the Company for 2013 and 2014 is equal to or greater than $_________ but less than $_______, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 2015, February 15, 2016 and February 15, 2017, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining shares; OR (c) All of the Restricted Stock Units shall vest if the combined Operating Income for the Company for 2013 and 2014 is equal to or greater than $______, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 2015, February 15, 2016 and February 15, 2017, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining shares. As used in this Section 5, the term “Operating Income” shall mean the Company’s income from operations as reported in the Company’s audited financial statements prepared in accordance with generally accepted accounting principles excluding the impact of any generally accepted accounting principle changes implemented after the date hereof. Notwithstanding the foregoing, (i) in the event that the Grantee’s employment is terminated on account of the Grantee’s death or Disability at any time, all unvested Restricted Stock Units not previously forfeited shall immediately vest on such date of termination and (ii) in the event of a Change in Control, all unvested Restricted Stock Units not previously forfeited shall vest on such Change in Control. On the first business day after each vesting date, the Company shall deliver to Grantee the shares of stock to which the Restricted Stock Units relate, provided, however, that if the shares of stock would otherwise vest during a period in which Grantee is (i) subject to a lock-up agreement restricting Grantee’s ability to sell the shares in the open market or (ii) restricted from selling the shares in the open market because Grantee is not then eligible to sell under the Company’s xxxxxxx xxxxxxx or similar plan as then in effect (whether because a trading window is not open or Grantee is otherwise restricted from trading), delivery of the shares will be delayed until the first date on which Grantee is no longer prohibited from selling the shares due to a lock-up agreement or xxxxxxx xxxxxxx or similar plan restriction.

Vesting and Delivery Date. The Except as otherwise provided by Section 5(e), the Restricted Stock Units shall vest as follows provided (i) the Grantee remains employed by the Company on each such vesting date, and (ii) the Grantee has duly executed this Agreement prior to the first such vesting date: (a) Below Threshold Level: All of the Restricted Stock Units shall be forfeited if the combined Operating Income for the Company for 2015 and 2016 is less than $________; OR (b) Threshold Level: Forty percent (40%) of the Restricted Stock Units (rounded up to the nearest whole share) shall be earned and eligible to vest if the combined Operating Income for the Company for 2013 2015 and 2014 is equal to or greater than $______ but less than $______, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 2015, February 15, 2016 and February 15, 2017, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining shares; OR (b) Eighty percent (80%) of the Restricted Stock Units (rounded up to the nearest whole share) shall vest if the combined Operating Income for the Company for 2013 and 2014 is equal to or greater than $_________ but less than $________, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 20152017 (or if later, the date of the Compensation Committee Certification), February 15, 2016 2018 and February 15, 20172019, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining sharesshares (and the remaining sixty percent (60%) of the Restricted Stock Units shall be forfeited); OR (c) All Target Level: Eighty percent (80%) of the Restricted Stock Units (rounded up to the nearest whole share) shall be earned and eligible to vest if the combined Operating Income for the Company for 2013 2015 and 2014 2016 is equal to or greater than $________ but less than $________, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 20152017 (or if later, the date of the Compensation Committee Certification), February 15, 2016 2018 and February 15, 20172019, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining shares. As used in this Section 5, shares (and the term “Operating Income” shall mean the Company’s income from operations as reported in the Company’s audited financial statements prepared in accordance with generally accepted accounting principles excluding the impact remaining twenty percent (20%) of any generally accepted accounting principle changes implemented after the date hereof. Notwithstanding the foregoing, (i) in the event that the Grantee’s employment is terminated on account of the Grantee’s death or Disability at any time, all unvested Restricted Stock Units not previously forfeited shall immediately vest on such date of termination and (ii) in the event of a Change in Control, all unvested Restricted Stock Units not previously forfeited shall vest on such Change in Control. On the first business day after each vesting date, the Company shall deliver to Grantee the shares of stock to which the Restricted Stock Units relate, provided, however, that if the shares of stock would otherwise vest during a period in which Grantee is (i) subject to a lock-up agreement restricting Grantee’s ability to sell the shares in the open market or (ii) restricted from selling the shares in the open market because Grantee is not then eligible to sell under the Company’s xxxxxxx xxxxxxx or similar plan as then in effect (whether because a trading window is not open or Grantee is otherwise restricted from tradingshall be forfeited), delivery of the shares will be delayed until the first date on which Grantee is no longer prohibited from selling the shares due to a lock-up agreement or xxxxxxx xxxxxxx or similar plan restriction.; OR

Vesting and Delivery Date. The Restricted Stock Units shall vest as follows provided (i) the Grantee remains employed by the Company on each such vesting date, and (ii) the Grantee has duly executed this Agreement prior to the first such vesting date: (a) Below Threshold Level: All of the Restricted Stock Units shall be forfeited if the combined Operating Income for the Company for 2015 and 2016 is less than $________; OR (b) Threshold Level: Forty percent (40%) of the Restricted Stock Units (rounded up to the nearest whole share) shall be earned and eligible to vest if the combined Operating Income for the Company for 2013 2015 and 2014 is equal to or greater than $______ but less than $______, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 2015, February 15, 2016 and February 15, 2017, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining shares; OR (b) Eighty percent (80%) of the Restricted Stock Units (rounded up to the nearest whole share) shall vest if the combined Operating Income for the Company for 2013 and 2014 is equal to or greater than $_________ but less than $________, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 20152017 (or if later, the date of the Compensation Committee Certification), February 15, 2016 2018 and February 15, 20172019, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining sharesshares (and the remaining sixty percent (60%) of the Restricted Stock Units shall be forfeited); OR (c) All Target Level: Eighty percent (80%) of the Restricted Stock Units (rounded up to the nearest whole share) shall be earned and eligible to vest if the combined Operating Income for the Company for 2013 2015 and 2014 2016 is equal to or greater than $________ but less than $________, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 20152017 (or if later, the date of the Compensation Committee Certification), February 15, 2016 2018 and February 15, 20172019, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining shares. As used in this Section 5, shares (and the term “Operating Income” shall mean the Company’s income from operations as reported in the Company’s audited financial statements prepared in accordance with generally accepted accounting principles excluding the impact remaining twenty percent (20%) of any generally accepted accounting principle changes implemented after the date hereof. Notwithstanding the foregoing, (i) in the event that the Grantee’s employment is terminated on account of the Grantee’s death or Disability at any time, all unvested Restricted Stock Units not previously forfeited shall immediately vest on such date of termination and (ii) in the event of a Change in Control, all unvested Restricted Stock Units not previously forfeited shall vest on such Change in Control. On the first business day after each vesting date, the Company shall deliver to Grantee the shares of stock to which the Restricted Stock Units relate, provided, however, that if the shares of stock would otherwise vest during a period in which Grantee is (i) subject to a lock-up agreement restricting Grantee’s ability to sell the shares in the open market or (ii) restricted from selling the shares in the open market because Grantee is not then eligible to sell under the Company’s xxxxxxx xxxxxxx or similar plan as then in effect (whether because a trading window is not open or Grantee is otherwise restricted from tradingshall be forfeited), delivery of the shares will be delayed until the first date on which Grantee is no longer prohibited from selling the shares due to a lock-up agreement or xxxxxxx xxxxxxx or similar plan restriction.; OR

Vesting and Delivery Date. The Except as otherwise provided by Section 5(e), the Restricted Stock Units shall vest as follows provided (i) the Grantee remains employed by the Company on each such vesting date, and (ii) the Grantee has duly executed this Agreement prior to the first such vesting date: (a) Below Threshold Level: All of the Restricted Stock Units shall be forfeited if the combined Operating Income for the Company for 2016 and 2017 is less than $___________; OR (b) Threshold Level: Forty percent (40%) of the Restricted Stock Units (rounded up to the nearest whole share) shall be earned and eligible to vest if the combined Operating Income for the Company for 2013 and 2014 is equal to or greater than $______ but less than $______, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 2015, February 15, 2016 and February 15, 2017, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining shares; OR (b) Eighty percent (80%) of the Restricted Stock Units (rounded up to the nearest whole share) shall vest if the combined Operating Income for the Company for 2013 and 2014 2017 is equal to or greater than $___________ but less than $___________, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 20152018 (or if later, the date of the Compensation Committee Certification), February 15, 2016 2019 and February 15, 20172020, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining sharesshares (and the remaining sixty percent (60%) of the Restricted Stock Units shall be forfeited); OR (c) All Target Level: Eighty percent (80%) of the Restricted Stock Units (rounded up to the nearest whole share) shall be earned and eligible to vest if the combined Operating Income for the Company for 2013 2016 and 2014 2017 is equal to or greater than $___________ but less than $___________, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 20152018 (or if later, the date of the Compensation Committee Certification), February 15, 2016 2019 and February 15, 20172020, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining shares. As used in this Section 5, shares (and the term “Operating Income” shall mean the Company’s income from operations as reported in the Company’s audited financial statements prepared in accordance with generally accepted accounting principles excluding the impact remaining twenty percent (20%) of any generally accepted accounting principle changes implemented after the date hereof. Notwithstanding the foregoing, (i) in the event that the Grantee’s employment is terminated on account of the Grantee’s death or Disability at any time, all unvested Restricted Stock Units not previously forfeited shall immediately vest on such date of termination and (ii) in the event of a Change in Control, all unvested Restricted Stock Units not previously forfeited shall vest on such Change in Control. On the first business day after each vesting date, the Company shall deliver to Grantee the shares of stock to which the Restricted Stock Units relate, provided, however, that if the shares of stock would otherwise vest during a period in which Grantee is (i) subject to a lock-up agreement restricting Grantee’s ability to sell the shares in the open market or (ii) restricted from selling the shares in the open market because Grantee is not then eligible to sell under the Company’s xxxxxxx xxxxxxx or similar plan as then in effect (whether because a trading window is not open or Grantee is otherwise restricted from tradingshall be forfeited), delivery of the shares will be delayed until the first date on which Grantee is no longer prohibited from selling the shares due to a lock-up agreement or xxxxxxx xxxxxxx or similar plan restriction.; OR

Vesting and Delivery Date. The Restricted Stock Units shall vest as follows provided (i) the Grantee remains employed by the Company on each such vesting date, and (ii) the Grantee has duly executed this Agreement prior to the first such vesting date: (a) Below Threshold Level: All of the Restricted Stock Units shall be forfeited if the combined Operating Income for the Company for 2016 and 2017 is less than $___________; OR (b) Threshold Level: Forty percent (40%) of the Restricted Stock Units (rounded up to the nearest whole share) shall be earned and eligible to vest if the combined Operating Income for the Company for 2013 2016 and 2014 2017 is equal to or greater than $___________ but less than $___________, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 2018 (or if later, the date of the Compensation Committee Certification), February 15, 2019 and February 15, 2020, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining shares (and the remaining sixty percent (60%) of the Restricted Stock Units shall be forfeited); OR (c) Target Level: Eighty percent (80%) of the Restricted Stock Units (rounded up to the nearest whole share) shall be earned and eligible to vest if the combined Operating Income for the Company for 2016 and 2017 is equal to or greater than $______but less than $______, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 20152018 (or if later, the date of the Compensation Committee Certification), February 15, 2016 2019 and February 15, 20172020, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining shares; OR shares (b) Eighty and the remaining twenty percent (8020%) of the Restricted Stock Units (rounded up to the nearest whole share) shall vest if the combined Operating Income for the Company for 2013 and 2014 is equal to or greater than $_________ but less than $_______, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 2015, February 15, 2016 and February 15, 2017, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining sharesbe forfeited); OR (c) All of the Restricted Stock Units shall vest if the combined Operating Income for the Company for 2013 and 2014 is equal to or greater than $______, with such number of Restricted Stock Units vesting in three equal annual installments on February 15, 2015, February 15, 2016 and February 15, 2017, with the first two installments rounded up or down to the nearest whole share and the third installment including the remaining shares. As used in this Section 5, the term “Operating Income” shall mean the Company’s income from operations as reported in the Company’s audited financial statements prepared in accordance with generally accepted accounting principles excluding the impact of any generally accepted accounting principle changes implemented after the date hereof. Notwithstanding the foregoing, (i) in the event that the Grantee’s employment is terminated on account of the Grantee’s death or Disability at any time, all unvested Restricted Stock Units not previously forfeited shall immediately vest on such date of termination and (ii) in the event of a Change in Control, all unvested Restricted Stock Units not previously forfeited shall vest on such Change in Control. On the first business day after each vesting date, the Company shall deliver to Grantee the shares of stock to which the Restricted Stock Units relate, provided, however, that if the shares of stock would otherwise vest during a period in which Grantee is (i) subject to a lock-up agreement restricting Grantee’s ability to sell the shares in the open market or (ii) restricted from selling the shares in the open market because Grantee is not then eligible to sell under the Company’s xxxxxxx xxxxxxx or similar plan as then in effect (whether because a trading window is not open or Grantee is otherwise restricted from trading), delivery of the shares will be delayed until the first date on which Grantee is no longer prohibited from selling the shares due to a lock-up agreement or xxxxxxx xxxxxxx or similar plan restriction.