Vesting and Forfeiture. Any Award which has become payable pursuant to the performance measures set forth in Section 4 shall be considered as fully earned by you, subject to the further provisions of this Section 3. Notwithstanding any other provision of this Award Agreement to the contrary, any Award will be forfeited back to Tyson in the event of: (i) your Termination of Employment before the Vesting Date, except as otherwise provided in Sections 3.2 through 3.4, or (ii) the failure to satisfy any of the performance measures provided in Section 4.
Vesting and Forfeiture. The Awarded Restricted Stock Units shall be subject to being forfeited by Employee during the Restricted Period specified in the attached Schedule I (the “Restricted Period”), and shall vest in or be forfeited by Employee as follows:
(a) If Employee remains continuously employed by the Company or an Affiliate from the Effective Date through the end of the Restricted Period, the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee.
(b) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period by reason of the death, Disability or Retirement of Employee, then the number of Awarded Restricted Stock Units equal to the total number of Awarded Restricted Stock Units awarded hereunder multiplied by a fraction, (i) the numerator of which is the number of calendar months remaining in the Restricted Period that end after the date of Employee’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirement, and (ii) the denominator of which is 36, shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee.
(c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee.
(d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaini...
Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7:
(a) The CSARs subject to this Award shall become fully vested and exercisable on the first day of the thirty-sixth (36th) month after the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARs, in accordance with Section 2.4 below.
(b) If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement six (6) months or more after the Award Date, but prior to the first day of the thirty-sixth (36th) month after the Award Date, then for purposes of Section 2.1(a), such Executive shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable by the Executive (i) with respect to periods before effective date of the consummation of an initial public offering of the Company’s voting securities pursuant to an effective registration statement under the Securities Act (a “Conversion Date”), during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s R...
Vesting and Forfeiture. (a) Until the second anniversary of the Effective Date, (i) the Restricted Shares shall be subject to being forfeited by Employee to the Company as provided in this Agreement, and (ii) Employee may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares unless the restrictions applicable to such shares have terminated in accordance with the provisions of this Agreement or the Plan.
(b) If Employee remains employed by the Company or an Affiliate until:
(1) the first anniversary of the Effective Date, then on such anniversary date 40% of the Restricted Shares (or if such percentage results in a number of shares that includes a fraction, then the next lower whole number of shares) shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate; and
(2) the second anniversary of the Effective Date, then on such anniversary date the remainder of the Restricted Shares shall become nonforfeitable and the other restrictions applicable hereunder to such shares shall terminate. As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion of the Restricted Shares, such portion of the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee free of such restrictions.
(c) If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date by reason of Employee’s death or Disability, the restrictions applicable hereunder to all of the Restricted Shares that are still subject to the restrictions of this Agreement shall terminate, and as soon as practicable (but in no event later than 60 days) after such termination of employment the Restricted Shares, together with any dividends or other distributions with respect to such shares then being held by the Company pursuant to the provisions of this Agreement, shall be delivered to Employee (or in the event of Employee’s death, to Employee’s estate) free of such restrictions. If Employee’s employment with the Company or an Affiliate terminates prior to the second anniversary of the Effective Date for any reason other than Employee’s death or Disability, then on the date of such termination of employment all of the Restricted Shares that are still s...
Vesting and Forfeiture. Subject to the terms and conditions set forth in the Plan and this Agreement, the Restricted Stock Units shall vest as follows:
Vesting and Forfeiture. The Committee shall set forth in an Award Agreement granting Restricted Shares or Restricted Share Units, the terms and conditions under which the Participant’s interest in the Restricted Shares or the Shares subject to Restricted Share Units will become vested and non-forfeitable. Except as set forth in the applicable Award Agreement or the Committee otherwise determines, upon termination of a Participant’s Continuous Service for any other reason, the Participant shall forfeit his or her Restricted Shares and Restricted Share Units; provided that if a Participant purchases the Restricted Shares and forfeits them for any reason, the Company shall return the purchase price to the Participant only if and to the extent set forth in an Award Agreement.
Vesting and Forfeiture. The PSUs shall be subject to the terms concerning vesting and forfeiture set forth on Exhibit A to this Agreement and Section 11(b).
Vesting and Forfeiture. Participant shall vest in his or her rights under the Restricted Stock pursuant to the following schedule (each date upon which vesting occurs being referred to herein as a “Vesting Date”): February 12, 2014 333,333 February 12, 2016 333,333 February 12, 2016 333,334 The foregoing notwithstanding, vesting pursuant to the foregoing schedule shall occur on a Vesting Date only if Participant remains employed by or provides services to the Corporation from the Date of Grant to such Vesting Date. If Participant ceases to be employed by or ceases to provide services to the Corporation at any time prior to the final Vesting Date, pursuant to Section 6.1.3 of the Plan, all unvested Restricted Stock shall be forfeited immediately on the date that Participant’s employment or service is terminated and the Participant shall have no further rights with respect to such Restricted Stock.
Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7:
(a) The CSARs subject to this Award shall be fully vested and exercisable on the Award Date, and shall remain exercisable by the Executive until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date. Any vested CSARs that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised (i) except in the case of Converted CSARs (as defined below), on the Exercise Date coincident with or next following such Expiration Date or (ii) in the case of Converted CSARs, in accordance with Section 2.4 below.
(b) If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement or Early Retirement, this Award will continue to be exercisable by the Executive (i) with respect to periods before a Conversion Date, during any Exercise Window until and including the applicable Expiration Date, or (ii) with respect to periods after a Conversion Date, at any time until and including the applicable Expiration Date. Any vested CSARs held by an Executive subject to this Section 2.1(b) that remain unexercised by the Executive on the applicable Expiration Date shall be automatically exercised on the Exercise Date coincident with or next following such Expiration Date.
(c) If the Executive’s employment with all Employers terminates for any reason other than as described in Section 2.1(b) on or after the Award Date, including as a result of the Executive’s Disability or death, his or her vested CSARs under this Award shall remain vested and exercisable by the Executive until and including the Exercise Date coincident with or next following the date of termination, which will be the Expiration Date. If any such vested CSARs remain unexercised by the Executive on such Expiration Date, they will be automatically exercised on the Exercise Date coincident with or next following such Expiration Date.
(d) Notwithstanding anything in this Section to the contrary, if the Executive’s employment with an Employer terminates for Cause at any time, all CSARs under this Award (regardless of vested status) shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.
Vesting and Forfeiture a. Any Units that are not vested as of the date of the Participant’s termination of employment for any reason shall be automatically forfeited without any further action required to be taken by the Participant or the Company.
b. In general, the Units shall become vested on the dates set forth below (each, a “Vesting Date”), as to the specified percentage of the Units indicated: First anniversary of the Grant Date 33⅓% 33⅓% Second anniversary of the Grant Date 33⅓% 66⅔% Third Anniversary of the Grant Date 33⅓% 100% The vesting of the Participant’s Units, as set forth above, shall only occur if the Participant has remained continuously employed through the relevant Vesting Date.
c. Notwithstanding any other provision of this Award Agreement, in the event the Participant is terminated in connection with a Change in Control, the Participant shall be vested in the number of Units set forth in Section 1 as of the date of the Participant’s termination of employment.
