Vesting and Distribution Sample Clauses

Vesting and Distribution. (a) The RSUs shall vest, in full, on the third (3rd) anniversary of the Grant Date (hereinafter, the “Vesting Date”) provided that the Participant has not had a Termination at any time prior to the Vesting Date. Subject to the provisions of Section 2(c) below, no vesting shall occur prior to the Vesting Date. (b) Subject to the provisions of Section 2(c) below, following the Vesting Date, the Company shall distribute to the Participant, one share of Common Stock for each RSU granted hereunder, subject to such share adjustment as may be required under Article IV of the Plan. Upon such delivery of shares of Common Stock, all obligations of the Company with respect to the RSUs granted hereunder shall be deemed satisfied. (c) Notwithstanding the foregoing provisions, upon the earliest to occur of a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Disability or death, the number of RSUs determined by application of the fraction set forth herein shall immediately become fully vested and shall be distributed to the Participant (or, in the event of death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination in the manner described in Section 2(b) above and otherwise in accordance with the terms of the Plan. The number of the RSUs that shall fully vest pursuant to this Section 2(c) shall be the product of (A) multiplied by (B) where (A) is the total number of RSUs set forth in Section 1 above and (B) is a fraction, the numerator of which shall be the total number of full calendar months of employment or directorship service (as applicable) completed by the Participant with the Company (or an Affiliate) as of the Participant’s Termination and the denominator of which is 36. For purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to a formal division, department or organization-wide reduction in force. The Committee shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns.

Vesting and Distribution. The Deferred Cash and Restricted Units shall vest in accordance with Section 5 of Schedule A so long as the Participant remains employed by AB on each vesting anniversary, except as specifically set forth in Section 7 of this Award Agreement. Once the Deferred Cash, if elected, has vested, cash shall be distributed to the Participant as specified in Article 4 of the Deferred Cash Program. Once Restricted Units have vested, AB Holding Units shall be distributed to the Participant as specified in Article 4 of the Incentive Compensation Program.

Vesting and Distribution. The Units shall be distributed only in Shares, such that the Grantee shall be entitled to receive one Share for each vested Unit following, if applicable, attainment of the Performance Measure. The Shares subject to this Award shall be issued and distributed to the Grantee pursuant to Section 1 hereof, and the vesting schedule and, if applicable, performance requirements set forth on Exhibit A, with such issuance and distribution of the Shares (whether the Shares are to be held by the Company on the Grantee’s behalf pursuant to Section 14(b) hereof or issued directly to the Grantee) to occur, in all cases, no later than March 15 of the year following the year in which the Units vest, in accordance with the short-term deferral exception under Code Section 409A and the regulations and guidance thereunder. Any sales of Shares are subject to the Company’s xxxxxxx xxxxxxx policy, equity ownership guidelines and other Company policies as may be in effect from time to time or otherwise established by the Administrator.

Vesting and Distribution. The Award will vest, if at all, in accordance with Schedule A, attached hereto and made a part of this Agreement. (a) In the event the Grantee’s employment with one of the Corporation’s Subsidiaries is terminated prior to the end of the measurement period set forth in Schedule A (the “Measurement Period”) due to the Grantee’s death, Disability, Retirement or termination not for Cause (each an “Early Termination”), subject to the second paragraph of Section 4, the Award will vest, if at all, on a pro-rata basis and will be paid to the Grantee (or, in the event of the Grantee’s death, the Grantee’s designated beneficiary for purposes of the Award, or in the absence of an effective beneficiary designation, the Grantee’s estate). The pro-rata basis will be a percentage where: (i) the denominator of which is 36, and (ii) the numerator of which is the number of months from January 1, 2010 through the month of Early Termination, inclusive. The pro-rata Award will be paid by the Corporation to the Grantee no later than 30 days after the Vesting Date, subject to Section 2(d) of this Agreement. Notwithstanding the foregoing, in no event will a payment be provided to the Grantee unless and until the Grantee’s Retirement or termination not for Cause constitutes a “separation from service” for purposes of Treasury Regulation 1.409A-1(h) or successor guidance thereto. (b) In the event of a Change in Control of the Corporation prior to the payment of the Award, such payment will be made within 60 days of the date of the Change in Control. In such event, the Vesting Date will be the date of the Change in Control. (c) Notwithstanding the terms of Sections 2(a) and 2(b), the Award will be forfeited in its entirety if prior to the Vesting Date: (i) the Grantee’s employment with one of the Corporation’s Subsidiaries is terminated for Cause, or if the Grantee terminates such employment prior to his or her Retirement; (ii) the Grantee becomes an employee of a Subsidiary that is not wholly-owned, directly or indirectly, by the Corporation; or (iii) if the Grantee begins a leave of absence without reinstatement rights. (d) Notwithstanding the third sentence of Section 2(a) above, if the Grantee is a “specified employee” pursuant to Treasury Regulation 1.409A-1(i) or successor guidance thereto, any payment on account of his or her Retirement or termination not for Cause shall be delayed until following the earlier of: (i) the sixth month anniversary of the date of separation from ...

Vesting and Distribution. (a) The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement. (b) The number of Restricted Stock Units earned under this Agreement shall be equal to the sum of the following (the “Earned Earnings Per Share Growth Restricted Stock Units”): 1. An amount, not less than zero, equal to one-third of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier (as defined herein) determined based upon the growth in the Company's Earnings Per Share (as defined herein) from fiscal year 2016 to fiscal year 2017; plus 2. An amount, not less than zero, equal to (A) two-thirds of the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in the Company's Earnings Per Share in fiscal years 2017 and 2018 as compared to fiscal year 2016 minus (B) the amount determined pursuant to paragraph 2(b)(1) above; plus 3. An amount, not less than zero, equal to (A) the Target Earnings Per Share Growth Restricted Stock Units multiplied by the Earnings Per Share Growth Performance Multiplier determined based upon the average growth in the Company's Earnings Per Share in fiscal years 2017, 2018, and 2019 as compared to fiscal year 2016 minus (B) the amount determined pursuant to paragraphs 2(b)(1) and 2(b)(2) above. The Earnings Per Share Growth Performance Multiplier for purposes of the above calculations will be determined by reference to the following tables based upon the average growth in the Company's Earnings Per Share over the indicated fiscal periods: From Fiscal Year 2016 to Fiscal Year 2017 Less than 0% 0 2.3% 100% 4.3% 200% From Fiscal Year 2016 to Fiscal Year 2018 Less than 2.1% 0 4.1% 100% 6.1% 200% From Fiscal Year 2016 to Fiscal Year 2019 Less than 3.6% 0 5.6% 100%

Vesting and Distribution. The Restricted Stock Units will vest ___________________________. The Company will issue to you a number of Shares equal to the number of your vested Restricted Stock Units (including any dividend equivalents described in Section 5, below) ____________________, provided that you have been continuously employed by the Company and all other conditions and restrictions are met during the period beginning on the Grant Date and ending on the vesting date (the “Restricted Period”). Notwithstanding the preceding sentence, if you terminate employment during the Restricted Period due to death, Disability or Retirement, and all other conditions and restrictions are met during the Restricted Period, ______________________________, and the Company will issue you a number of Shares equal to the number of your vested Restricted Stock Units (including any dividend equivalents described in Section 5, below) _________________________. Upon termination of your employment during the Restricted Period for any reason other than death, Disability or Retirement, the Restricted Stock Units will automatically be forfeited in full and canceled by the Company as of 11:00 p.m. CT (midnight ET) on the date of such termination of employment. For purposes of this Agreement, the terms “Disability” and “Retirement” shall have the meanings ascribed to those terms under any retirement plan of the Company which is qualified under Section 401 of the Code (which currently provides for retirement on or after age 55, provided you have been employed by the Company and/or one or more Affiliates for at least ten years, or retirement on or after age 62), or under any disability or retirement plan of the Company or any Affiliate applicable to you due to employment by a non-U.S. Affiliate or employment in a non-U.S. location, or as otherwise determined by the Committee.

Vesting and Distribution. (a) The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement. (b) The number of Restricted Stock Units earned under this Agreement shall be equal to the sum of the following (the “Earned ROIC Restricted Stock Units”): 1. An amount, not less than zero, equal to one-third of the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier (as defined herein) determined based upon the Company’s ROIC (as defined herein) in fiscal year [20__]; plus 2. An amount, not less than zero, equal to (A) two-thirds of the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier determined based upon the average ROIC in fiscal years 20__ and 20__ minus (B) the amount determined pursuant to Section 2(b)(1) above; plus 3. An amount, not less than zero, equal to (A) the Target ROIC Restricted Stock Units multiplied by the ROIC Performance Multiplier determined based upon the average ROIC in fiscal years Xxxxxx Solutions Inc. Restricted Stock Unit Agreement-ROIC Page 2 of 11 20__, 20__, and 20__ minus (B) the amount determined pursuant to Sections 2(b)(1)and 2(b)(2) above. The ROIC Performance Multiplier for purposes of the above calculations will be determined by reference to the following tables based upon the average ROIC over the indicated fiscal periods: Fiscal Year 20__ ROIC ROIC Performance Multiplier 0% 25% 100% 200% Fiscal Year 20__ and Fiscal Year 20__ Average ROIC ROIC Performance Multiplier 0% 25% 100% 200% Fiscal Year 20__, Fiscal Year 20__ and Fiscal Year 20__ Average ROIC ROIC Performance Multiplier 0% 25% 100% 200% The ROIC Performance Multiplier will be determined using straight-line interpolation based on the actual average ROIC other than those listed in the charts above. For purposes of this Section 2(b), the “Return on Invested Capital” for any fiscal period is computed by dividing Adjusted Net Earnings by the Average of Beginning and Ending Invested Capital during the period, and where invested capital is the sum of equity plus long term debt less cash and cash equivalents. Adjusted Net Earnings means the Net Earnings attributable to the Company as reported in its consolidated financial statements for such period determined in accordance with accounting principles generally accepted in the United States (“GAAP”) (A) as may be adjusted to eliminate the effects of (i) cost...

Vesting and Distribution. A. The Benefit shall vest according to the vesting schedule set forth in subparagraph B of this Paragraph 4. If the Executive shall be terminated by the Employer for Cause (as hereinafter defined), the Executive shall not be entitled to receive any of the Benefit. If the Executive is terminated by the Company for any reason other than for Cause, the Benefit shall immediately vest. If the Executive terminates his employment for any reason whatsoever before the Benefit fully vests (according to the vesting schedule set forth in subparagraph B of this Paragraph 4), the Executive shall only be entitled to a distribution of the amount of the Benefit that has vested as of the date of his separation from service. B. The Benefit shall vest as follows: (1) on December 31, 2007, 50% of all of the Benefit credited to the Executive’s account during the 2007 calendar year shall vest with the Executive; (2) on December 31, 2008, 75% of all of the Benefit credited to the Executive’s account during the 2007 and 2008 calendar years shall vest with the Executive; (3) on December 31, 2009, 100% of the Benefit credited to the Executive’s account during the 2007, 2008, and 2009 calendar years shall vest with the Executive; and (4) all of the Benefit credited to the Executive’s account subsequent to December 31, 2009 shall immediately vest with the Executive. C. The term Cause shall mean: (1) Executive’s repeated violation of his obligations of employment (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the Executive’s part, which are committed in bad faith or without reasonable belief that said violations are in the best interests of the Holding Company and the Company, and which are not remedied in a reasonable period of time after receipt of written notice from the Holding Company and/or the Company specifying such violations. In establishing a termination for cause under this subparagraph (1), it shall be incumbent upon the Holding Company or the Company to establish that the conduct constituted either (a) a violation of a written policy (including but not limited to a violation of paragraph 2, Confidential Information, of this Agreement) or (b) a violation of a prior oral or written communication to the Executive regarding the Executive’s conduct or duties; or (2) the conviction of the Executive of a felony. D. The Executive shall be entitled to receive distribution of the Benefit upon the earlier of ...

Vesting and Distribution. The Units shall be distributed only in Shares, such that the Grantee shall be entitled to receive one Share for each vested Unit. The Shares shall be issued and distributed to the Grantee pursuant to the vesting schedule and, if applicable, performance requirements set forth in Exhibit A, with such issuance and distribution of the Shares (whether the Shares are to be held by the Company on the Grantee’s behalf pursuant to Section 13(b) hereof or issued directly to the Grantee) to occur, in all cases, no later than March 15 of the year following the year in which the Units vest, in accordance with the short-term deferral exception under Code Section 409A and the regulations and guidance thereunder.

Vesting and Distribution. The Restricted Stock Units will vest 100% on the anniversary of the Grant Date. The Company will issue to you a number of Shares equal to the number of your vested Restricted Stock Units (including any dividend equivalents described in Section 5, below) within six weeks following any vesting date, provided that you have not incurred a Termination of Employment during the period beginning on the Grant Date and ending on the vesting date (the “Restricted Period”). Notwithstanding the preceding sentence, if you incur a Termination of Employment during the Restricted Period as a result of your death, Disability or Retirement, you will vest in your Restricted Stock Units on a pro rata basis (based on the length of time you were employed during the Restricted Period), and the Company will issue you a number of Shares equal to the number of your vested Restricted Stock Units (including any dividend equivalents described in Section 5, below) within six weeks following your separation from service. Upon your Termination of Employment during the Restricted Period for any reason other than death, Disability or Retirement, the Restricted Stock Units will automatically be forfeited in full and canceled by the Company as of 11:00 p.m. CT (midnight ET) on the date of such Termination of Employment. For purposes of this Agreement, the terms “Disability” and “Retirement” shall have the meanings ascribed to those terms, as of the date of this Agreement, under any retirement plan of the Company which is qualified under Section 401 of the Code (which currently provides for retirement on or after age 55, provided you have been employed by the Company and/or one or more Affiliates for at least ten years, or retirement on or after age 62), or under any disability or retirement plan of the Company or any Affiliate applicable to you due to employment by a non−U.S. Affiliate or employment in a non−U.S. location. Notwithstanding the foregoing, if you incur a Termination of Employment during the Restricted Period as a result of your death, Disability, or Retirement, no Shares shall be delivered to you pursuant to this Agreement until the earlier of (i) the date on which you incur a “separation from service” (within the meaning of Section 409A of the Code), or, if you are a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code) at the time of such “separation from service,” on the date that is six months following the date of your “separation from service”; ...