Common use of Vesting and Expiration Clause in Contracts

Vesting and Expiration. The Option shall vest at a rate of one fifth per year (rounded up to the nearest whole Share) commencing on December 23, 2021 and annually thereafter ending on December 23, 2025, provided that Grantee’s employment has not terminated on or before such date unless one of the exceptions in this Section 3 is met. Any portion of the Option that is or becomes vested shall only be exercisable if, at any time during the period between the Grant Date and December 23, 2025, the reported closing price per share of Company common stock is at least twenty-five percent (25%) above the Exercise Price (as such price may be adjusted pursuant to the terms of this Option and the Plan) for twenty (20) consecutive trading days, and shall be otherwise forfeited on December 23, 2025. Subject to the provisions below and the terms of the Plan, the right to exercise the Option shall expire on December 23, 2030. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date shall be delayed until 30 days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Disability or a Qualifying Termination, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet become vested, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested or exercisable shall become immediately vested and exercisable. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination, any Option held less than one year from the Grant Date shall be forfeited. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), you shall forfeit your right to receive any unvested portion of this Option, unless otherwise prohibited by law. To the extent that this Option is vested as of the date of your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then this Option shall expire on the later of (i) three (3) months following your termination of employment, (ii) three (3) months following the date on which this Option becomes exercisable, or (iii) on December 23, 2025; provided, that if such termination occurred on account of your death, Disability, or a Qualifying Termination, the Option shall expire on its original expiration date. Exhibit 10.27

Appears in 1 contract

Samples: Option Agreement (Fluor Corp)

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Vesting and Expiration. The Option shall vest and become exercisable at a rate of one fifth third per year (rounded up to the nearest whole Share) commencing on December 23, 2021 [FIRST VESTING DATE] and annually thereafter ending on December 23, 2025[SECOND VESTING DATE] and [THIRD VESTING DATE], provided that Grantee’s employment has not terminated on or before such date unless one of the exceptions in this Section 3 is met. Any portion of the Option that is or becomes vested shall only be exercisable if, at any time during the period between the Grant Date and December 23, 2025, the reported closing price per share of Company common stock is at least twenty-five percent (25%) above the Exercise Price (as such price may be adjusted pursuant to the terms of this Option and the Plan) for twenty (20) consecutive trading days, and shall be otherwise forfeited on December 23, 2025. Subject to the provisions below and the terms of the Plan, the right to exercise the Option shall expire on December 23, 2030[EXPIRATION DATE IN 10 YEARS]. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date shall be delayed until 30 days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet become vestedvested and exercisable, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested or and exercisable shall become immediately vested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination, any Option held less than one year from the Grant Date [DATE] shall be forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are Retirement eligible, you shall forfeit your right to receive any unvested portion of this Option, unless otherwise prohibited by law. To the extent that this Option is vested as of the date of exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then this Option shall expire on the later of (i) three (3) months following your termination of employment, (ii) three (3) months following the date on which this Option becomes exercisable, or (iii) on December 23, 2025; provided, that if such termination occurred on account of your death, Retirement, Disability, or a Qualifying Termination, the Option shall expire on its original expiration date. Exhibit 10.27.

Appears in 1 contract

Samples: Form of Option Agreement (Fluor Corp)

Vesting and Expiration. The Option shall vest and become exercisable at a rate of one fifth third of the total number of Shares granted per year (rounded up to the nearest whole Share) commencing on December 23, 2021 [FIRST VESTING DATE IN ONE YEAR] and annually thereafter ending on December 23, 2025with [FINAL VESTING DATE IN THREE YEARS], provided that GranteeXxxxxxx’s employment has not terminated on or before such date unless one of the exceptions in this Section 3 is met. Any portion of the Option that is or becomes vested shall only be exercisable if, at any time during the period between the Grant Date and December 23, 2025, the reported closing price per share of Company common stock is at least twenty-five percent (25%) above the Exercise Price (as such price may be adjusted pursuant to the terms of this Option and the Plan) for twenty (20) consecutive trading days, and shall be otherwise forfeited on December 23, 2025. Subject to the provisions below and the terms of the Plan, the right to exercise any vested portion of the Option shall expire on December 23, 2030[EXPIRATION DATE IN 10 YEARS]. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date shall be delayed until 30 days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, or a termination for Cause, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet become vestedvested and exercisable, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested or and exercisable shall become immediately vested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company is terminated for Cause, regardless of whether you are Retirement eligible, you shall forfeit your right to receive any unvested or unexercised portion of this Option in exchange for no additional consideration or payment, unless otherwise prohibited by law. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination, any Option held less than one year from the Grant Date [DATE] shall be forfeitedforfeited for no additional consideration or payment[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), you shall forfeit your right to receive any unvested portion of this Option, unless otherwise prohibited by law. To the extent that this Option is vested as of the date of exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then this Option shall expire on the later of (i) three (3) months following your termination of employment, (ii) three (3) months following the date on which this Option becomes exercisable, or (iii) on December 23, 2025; provided, that if such termination occurred on account of your death, Retirement, Disability, or a Qualifying Termination, the Option shall expire on its original expiration date. Exhibit 10.27; provided further, that if such termination occurred for Cause, the Option shall expire on the date of termination of emplyoment.

Appears in 1 contract

Samples: Form of Option Agreement (Fluor Corp)

Vesting and Expiration. The Option shall vest and become exercisable at a rate of one fifth third per year (rounded up to the nearest whole Share) on March 6th of each year, commencing on December 23, 2021 with [FIRST ANNIVERSARY] and annually thereafter ending on December 23, 2025with [THIRD ANNIVERSARY], provided that Grantee’s employment has not terminated on or before such date unless one of the exceptions in this Section 3 is met. Any portion of the Option that is or becomes vested shall only be exercisable if, at any time during the period between the Grant Date and December 23, 2025, the reported closing price per share of Company common stock is at least twenty-five percent (25%) above the Exercise Price (as such price may be adjusted pursuant to the terms of this Option and the Plan) for twenty (20) consecutive trading days, and shall be otherwise forfeited on December 23, 2025date. Subject to the provisions below and the terms of the Planbelow, the right to exercise the Option shall expire on December 23, 2030. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date shall be delayed until 30 days following the end of the legal prohibition, black-out period or lock-up agreement[TEN YEARS FROM GRANT DATE]. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each Termination within two (2) years following a Change of Control of the Company as defined below and determined by the Committee in accordance with the Plan, Plan then as of the date of such termination this Option shall expire as to any portion which has not yet then become vested, meaning that you shall forfeit such portion in exchange for no additional consideration or paymentvested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each Termination within two (2) years following a Change of Control of the Company as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested or and exercisable shall become immediately vested and exercisable. Notwithstanding However, if prior to the foregoing Option becoming vested and regardless of reason for terminationexercisable in full pursuant to the preceding paragraph, under all circumstances other than your Qualifying Termination, any Option held less than one year you Retire from the Grant Date shall be forfeited. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of and you deliver a Change of Control the successor signed non-competition agreement to the Company does not assume this Optionin a form acceptable to the Company, then any portion of this Option which has yet to become vested and exercisable shall continue to vest and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, exercisable as set forth in the event your preceding paragraph. Under all circumstances, any Option held less than one year from the Grant Date will be forfeited. Nothing in the Plan or this Option confers any right of continuing employment is terminated for Cause (as defined herein), you shall forfeit your right to receive any unvested portion of this Option, unless otherwise prohibited by lawwith the Company or its subsidiaries. To the extent that this Option is vested as of the date of exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then following such termination of employment this Option shall will expire on the later earlier of (ia) three (3) months following your termination of employment, (ii) three (3) months following the date if such termination occurred other than on which this Option becomes exercisableaccount of death, Retirement or Disability, or a Qualifying Termination within two (iii2) on December 23years following a Change of Control of the Company; or (b) the third (3rd) anniversary of your final vest date, 2025; provided, that if such termination occurred on account of your death, Retirement, Disability, or a Qualifying Termination, Termination within two (2) years following a Change of Control of the Option shall expire on its original expiration date. Exhibit 10.27Company.

Appears in 1 contract

Samples: Form of Option Agreement (Fluor Corp)

Vesting and Expiration. The Option shall vest at [Vesting schedule will be determined by the Organization and Compensation Committee. Certain agreements provide for cliff vesting, time vesting and/or acceleration upon the achievement of certain performance targets or maintenance of a rate certain stock price for a certain period of one fifth per year (rounded up to the nearest whole Share) commencing on December 23, 2021 and annually thereafter ending on December 23, 2025, provided that Grantee’s employment has not terminated on or before such date unless one of the exceptions in this Section 3 is met. Any portion of the Option that is or becomes vested shall only be exercisable if, at any time during the period between the Grant Date and December 23, 2025, the reported closing price per share of Company common stock is at least twenty-five percent (25%) above the Exercise Price (as such price may be adjusted pursuant to the terms of this Option and the Plan) for twenty (20) consecutive trading days, and shall be otherwise forfeited on December 23, 2025. time.] Subject to the provisions below and the terms of the Planbelow, the right to exercise the Option shall expire on December 23, 2030. Notwithstanding the foregoing, in the event that on the [expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date shall be delayed until 30 days following the end of the legal prohibition, black-out period or lock-up agreementdate]. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Disability retirement or total and permanent disability as determined in accordance with applicable Company personnel policies and the Plan policies or for any reason within two years following a Qualifying Termination, each Change in Control of the Company as defined below and determined by the Committee occurs in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet then become vested, meaning that you shall forfeit such portion in exchange for no additional consideration or paymentexercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability total and permanent disability, as determined in accordance with applicable Company personnel policies or for any reason within two years following a Qualifying Termination, each Change in Control of the Company as determined by the Committee occurs in accordance with the Plan, then any portion of this Option which has yet to become vested or exercisable shall become immediately vested and exercisableexercisable as set forth in the preceding paragraph. Notwithstanding However, if prior to the foregoing and regardless of reason for terminationOption becoming exercisable in full pursuant to the preceding paragraph, under all circumstances other than your Qualifying Termination, any Option held less than one year you retire from the Grant Date shall be forfeited. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of and you deliver a Change of Control the successor signed non-competition agreement to the Company does not assume this Optionin a form acceptable to the Company, then any portion of this Option which has yet to become vested exercisable shall continue to vest and become exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, as set forth in the event your employment is terminated for Cause (as defined herein)preceding paragraph. Under all circumstances, you shall forfeit your right to receive any unvested portion Option held less than one year from date of this Option, unless otherwise prohibited by lawgrant will be forfeited. To the extent that this Option is vested as of the date of exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3paragraph, then following such termination of employment this Option shall will expire on the later earlier of (ia) three (3) months following your termination of employment, (ii) three (3) months following the date if such termination occurred other than on which this Option becomes exercisableaccount of death, retirement or total and permanent disability, or your termination for any reason within two years after a Change in Control of the Company; or (iiib) on December 23the third (3rd) anniversary of your final vest date, 2025; provided, that if such termination occurred on account of your death, Disabilityretirement or total and permanent disability, or your termination within two years after a Qualifying Termination, Change in Control of the Option shall expire on its original expiration date. Exhibit 10.27Company.

Appears in 1 contract

Samples: Stock Option Agreement (Fluor Corp)

Vesting and Expiration. The Option shall vest and become exercisable at a rate of one fifth third per year (rounded up to the nearest whole Share) on [VESTING DATE] of each year, commencing on December 23with [VESTING DATE], 2021 2018 and annually thereafter ending on December 23with [VESTING DATE], 20252020, provided that Grantee’s employment has not terminated on or before such date unless or one of the exceptions in this Section 3 is are met. Any portion of the Option that is or becomes vested shall only be exercisable if, at any time during the period between the Grant Date and December 23, 2025, the reported closing price per share of Company common stock is at least twenty-five percent (25%) above the Exercise Price (as such price may be adjusted pursuant to the terms of this Option and the Plan) for twenty (20) consecutive trading days, and shall be otherwise forfeited on December 23, 2025. Subject to the provisions below and the terms of the Plan, the right to exercise the Option shall expire on December 23February [__], 20302027. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date term shall be delayed until extended for a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying TerminationTermination within two (2) years following a Change of Control of the Company, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet then become vested, meaning that you shall forfeit such portion in exchange for no additional consideration or paymentvested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying TerminationTermination within two (2) years following a Change of Control of the Company, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested or and exercisable shall become immediately vested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, you Retire from the Company and you deliver a signed non-competition agreement to the Company in a form acceptable to the Company, then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying TerminationTermination within two (2) years following a Change of Control, any Option held less than one year from the Grant Date shall will be forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion, and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you shall are retirement eligible, you will forfeit your right to receive any unvested portion of this OptionOptions, unless otherwise prohibited by law. To the extent that this Option is vested as of the date of exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then following such termination of employment this Option shall will expire on the later of (i) three (3) months following your termination of employment, (ii) three (3) months following the date on which this Option becomes exercisable, or (iii) on December 23, 2025; provided, that if such termination occurred on account of your death, Retirement, Disability, or a Qualifying TerminationTermination within two (2) years following a Change of Control of the Company, the Option shall will expire on its original expiration date. Exhibit 10.27.

Appears in 1 contract

Samples: Form of Option Agreement (Fluor Corp)

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Vesting and Expiration. The Option shall vest and become exercisable at a rate of one fifth third per year (rounded up to the nearest whole Share) on [VESTING DATE] of each year, commencing on December 23, 2021 with [FIRST VESTING DATE IN ONE YEAR] and annually thereafter ending on December 23, 2025with [FINAL VESTING DATE IN THREE YEARS], provided that Grantee’s employment has not terminated on or before such date unless or one of the exceptions in this Section 3 is are met. Any portion of the Option that is or becomes vested shall only be exercisable if, at any time during the period between the Grant Date and December 23, 2025, the reported closing price per share of Company common stock is at least twenty-five percent (25%) above the Exercise Price (as such price may be adjusted pursuant to the terms of this Option and the Plan) for twenty (20) consecutive trading days, and shall be otherwise forfeited on December 23, 2025. Subject to the provisions below and the terms of the Plan, the right to exercise the Option shall expire on December 23, 2030[TEN YEARS FROM GRANT DATE]. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date term shall be delayed until extended for a period of 30 days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying TerminationTermination within two (2) years following a Change of Control of the Company, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet then become vested, meaning that you shall forfeit such portion in exchange for no additional consideration or paymentvested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying TerminationTermination within two (2) years following a Change of Control of the Company, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested or and exercisable shall become immediately vested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, you Retire from the Company and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying TerminationTermination within two (2) years following a Change of Control, any Option held less than one year from the Grant Date shall will be forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion, and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you shall are retirement eligible, you will forfeit your right to receive any unvested portion of this OptionOptions, unless otherwise prohibited by law. To the extent that this Option is vested as of the date of exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then following such termination of employment this Option shall will expire on the later of (i) three (3) months following your termination of employment, (ii) three (3) months following the date on which this Option becomes exercisable, or (iii) on December 23, 2025; provided, that if such termination occurred on account of your death, Retirement, Disability, or a Qualifying TerminationTermination within two (2) years following a Change of Control of the Company, the Option shall will expire on its original expiration date. Exhibit 10.271 May be added for some officers.

Appears in 1 contract

Samples: Form of Option Agreement (Fluor Corp)

Vesting and Expiration. The Option shall vest and become exercisable at a rate of one fifth third of the total number of Shares granted per year (rounded up to the nearest whole Share) commencing on December 23, 2021 [FIRST VESTING DATE IN ONE YEAR] and annually thereafter ending on December 23, 2025with [FINAL VESTING DATE IN THREE YEARS], provided that GranteeXxxxxxx’s employment has not terminated on or before such date unless one of the exceptions in this Section 3 is met. Any portion of the Option that is or becomes vested shall only be exercisable if, at any time during the period between the Grant Date and December 23, 2025, the reported closing price per share of Company common stock is at least twenty-five percent (25%) above the Exercise Price (as such price may be adjusted pursuant to the terms of this Option and the Plan) for twenty (20) consecutive trading days, and shall be otherwise forfeited on December 23, 2025. Subject to the provisions below and the terms of the Plan, the right to exercise any vested portion of the Option shall expire on December 23, 2030[EXPIRATION DATE IN 10 YEARS]. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date shall be delayed until 30 days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, or a termination for Cause, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet become vestedvested and exercisable, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested or and exercisable shall become immediately vested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company is terminated for Cause, regardless of whether you are Retirement eligible, you shall forfeit your right to receive any unvested or unexercised portion of this Option in exchange for no additional consideration or payment, unless otherwise prohibited by law. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination, any Option held less than one year from the Grant Date [DATE] shall be forfeitedforfeited for no additional consideration or payment[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), you shall forfeit your right to receive any unvested portion of this Option, unless otherwise prohibited by law. To the extent that this Option is vested as of the date of your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then this Option shall expire on the later of (i) three (3) months following your termination of employment, (ii) three (3) months following the date on which this Option becomes exercisable, or (iii) on December 23, 2025; provided, that if such termination occurred on account of your death, Disability, or a Qualifying Termination, the Option shall expire on its original expiration date. Exhibit 10.27.

Appears in 1 contract

Samples: Form of Option Agreement (Fluor Corp)

Vesting and Expiration. The Option shall vest and become exercisable at a rate of one fifth third per year (rounded up to the nearest whole Share) commencing on December 23, 2021 [FIRST VESTING DATE] and annually thereafter ending on December 23, 2025[SECOND VESTING DATE] and [THIRD VESTING DATE], provided that Grantee’s employment has not terminated on or before such date unless one of the exceptions in this Section 3 is met. Any portion of the Option that is or becomes vested shall only be exercisable if, at any time during the period between the Grant Date and December 23, 2025, the reported closing price per share of Company common stock is at least twenty-five percent (25%) above the Exercise Price (as such price may be adjusted pursuant to the terms of this Option and the Plan) for twenty (20) consecutive trading days, and shall be otherwise forfeited on December 23, 2025. Subject to the provisions below and the terms of the Plan, the right to exercise the Option shall expire on December 23, 2030[EXPIRATION DATE IN 10 YEARS]. Notwithstanding the foregoing, in the event that on the expiration date (i) the exercise of the Option is prohibited by applicable law or (ii) Shares may not be purchased or sold by you due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the expiration date shall be delayed until 30 days following the end of the legal prohibition, black-out period or lock-up agreement. If your employment with the Company or any of its subsidiaries terminates for any reason other than death, Retirement, Disability or a Qualifying Termination, each as defined below and determined by the Committee in accordance with the Plan, then as of the date of such termination this Option shall expire as to any portion which has not yet become vestedvested and exercisable, meaning that you shall forfeit such portion in exchange for no additional consideration or payment. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your death, Disability or a Qualifying Termination, each as determined by the Committee in accordance with the Plan, then any portion of this Option which has yet to become vested or and exercisable shall become immediately vested and exercisable. If prior to the Option becoming vested and exercisable in full pursuant to the preceding paragraph, your employment with the Company or any of its subsidiaries terminates by reason of your Retirement and you deliver a signed long term incentive vesting/forfeiture agreement to the Company in a form acceptable to the Company (except when such an agreement is prohibited by governing law as determined by the Company), then any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph. Notwithstanding the foregoing and regardless of reason for termination, under all circumstances other than your Qualifying Termination, any Option held less than one year from the Grant Date [DATE] shall be forfeited[; provided, however, in the event of your Retirement, this one-year holding requirement may be waived by the Committee, in its sole and absolute discretion and any portion of this Option which has yet to become vested and exercisable shall continue to vest and become exercisable as set forth in the preceding paragraph]1. Nothing in the Plan or this Agreement confers any right of continuing employment with the Company or its subsidiaries. Notwithstanding the foregoing, if in the event of a Change of Control the successor to the Company does not assume this Option, then any portion of this Option which has yet to become vested and exercisable and which has not otherwise been forfeited pursuant to the provisions of this Section 3 shall become immediately vested and exercisable. Notwithstanding anything to the contrary herein, in the event your employment is terminated for Cause (as defined herein), regardless of whether you are Retirement eligible, you shall forfeit your right to receive any unvested portion of this Option, unless otherwise prohibited by law. To the extent that this Option is vested as of the date of exercisable after your termination of employment, after taking into account the vesting provisions set forth in this Section 3, then this Option shall expire on the later of (i) three (3) months following your termination of employment, (ii) three (3) months following the date on which this Option becomes exercisable, or (iii) on December 23, 2025; provided, that if such termination occurred on account of your death, Retirement, Disability, or a Qualifying Termination, the Option shall expire on its original expiration date. Exhibit 10.27.

Appears in 1 contract

Samples: Form of Option Agreement (Fluor Corp)

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