Vesting and Forfeiture Conditions Sample Clauses

Vesting and Forfeiture Conditions. 4.1 Any Non-Vested Shares shall be immediately forfeited by the Director and reacquired by the Company without any payment or other consideration to the Director, and the Director shall have no further rights with respect to the Award in the event of the termination of the Director’s service as a Director of the Board as a result of resignation from the Board of Directors or removal from the Board of Directors by the stockholders of the Company, or in the event of the removal of the Director from the Board of Directors for reasons described in Paragraph 10 below. 4.2 Unless otherwise determined by the Committee, upon the voluntary termination prior to the Vesting Date of the directorship of the Director who has served as a director of the Company for at least 60 consecutive months, the Restriction Period shall terminate with respect to Restricted Shares held by such Director and such Director may retain all such Restricted Shares, subject to any agreement between the Company and such Director governing the transfer of such Restricted Shares.
Sample 1
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Vesting and Forfeiture Conditions. 2.1 The Cash Award shall be immediately forfeited by the Director without any payment or other consideration to the Director, and the Director shall have no further rights with respect to the Cash Award in the event of the termination of the Director’s service as a Director of the Board as a result of resignation from the Board of Directors or removal from the Board of Directors by the stockholders of the Company, or in the event of the removal of the Director from the Board of Directors for reasons described in Paragraph 4 below. 2.2 Unless otherwise determined by the Committee, upon the voluntary termination prior to the Vesting Date of the directorship of the Director who has served as a director of the Company for at least 60 consecutive months, the Cash Award shall not be forfeited but shall instead vest upon such voluntary termination.
Sample 1
Vesting and Forfeiture Conditions. The Restricted Stock Units will vest, if at all, in accordance with this Section 2. For purposes of this Section 2, each date on which any Restricted Unit becomes vested in accordance with Section 2(a), (b) or (c) is a “Vesting Date.”
Sample 1
Vesting and Forfeiture Conditions. 4.1 Except as provided in subparagraph 4.2, if the Executive’s employment with the Company or a subsidiary of the Company terminates or is terminated prior to the expiration of the Restriction Period, the Executive shall retain all of the Vested Shares, and all of the Non-vested Shares shall be immediately forfeited by the Executive and reacquired by the Company without any payment or other consideration to the Executive, and the Executive shall have no further rights with respect to the Award. 4.2 Notwithstanding subparagraph 4.1, the Restriction Period shall be deemed to have lapsed as to all of the Non-vested Shares (and they shall become Vested Shares) as of the date Executive’s employment with the Company terminates if such termination results from action by the Company or its successor without Cause or action by the Executive for Good Reason, in either case occurring during the Employment Term or within twenty-four (24) months after a Change in Control, if the Executive is in the employ of the Company or a subsidiary when the Change in Control occurs.
Sample 1
Vesting and Forfeiture Conditions. The Restricted Stock shall become non-forfeitable and freely transferable ("Vested"), only under the conditions, and only to the extent, described in this Section 3: (i) Subject to the provisions of Section 3(b), all of the Restricted Stock shall automatically be fully Vested as of the seventh anniversary of the Effective Date. (ii) All of the Restricted Stock shall automatically be fully Vested immediately upon the Company's termination of Executive's employment with the Company if such termination by the Company occurs within the six months following a "Change of Control" (within the meaning of Section 4.0(b) of the Employment Agreement) which occurred on or after the second anniversary of the Effective Date. (iii) If on any date (a "First Tranche Measurement Date") following the Effective Date the 10 Day Trading Price of Company Common Stock is equal to or greater than $20.00 per share, then subject to the provisions of Section 3(b), (a) a sufficient number of the First Tranche Restricted Shares shall automatically become Vested as of the later of such First Tranche Measurement Date and the second anniversary of the Effective Date such that at least 40,000 of the First Tranche Restricted Shares shall be Vested as of such later date; (b) a sufficient number of the First Tranche Restricted Shares shall automatically become Vested as of the later of such First Tranche Measurement Date and the third anniversary of the Effective Date such that at least 80,000 of the First Tranche Restricted Shares shall be Vested as of such later date; and (c) all 120,000 First Tranche Restricted Shares shall automatically be Vested as of the later of such First Tranche Measurement Date and the fourth anniversary of the Effective Date. (iv) If on any date (a "Second Tranche Measurement Date") following the Effective Date the 10 Day Trading Price of Company Common Stock is equal to or greater than $25.00 per share, then subject to the provisions of Section 3(b), (a) a sufficient number of the Second Tranche Restricted Shares shall automatically become Vested as of the later of such Second Tranche Measurement Date and the second anniversary of the Effective Date such that at least 31,667 of the Second Tranche Restricted Shares shall be Vested as of such later date; (b) a sufficient number of the Second Tranche Restricted Shares shall automatically become Vested as of the later of such Second Tranche Measurement Date and the third anniversary of the Effective Date such that at ...
Sample 1
Vesting and Forfeiture Conditions. 4.1 Any Non-Vested Shares shall be immediately forfeited by the Director and reacquired by the Company without any payment or other consideration to the Director, and the Director shall have no further rights with respect to the Award in the event of the termination of the Director’s service as a Director of the Board as a result of resignation from the Board of Directors or removal from the Board of Directors by the stockholders of the Company, or in the event of the removal of the Director from the Board of Directors for reasons described in Paragraph 10 below. 4.2 Unless otherwise determined by the Committee, upon the voluntary termination prior to the Vesting Date of the directorship of the Director who has served as a director of the Company for at least 60 consecutive months, the Restriction Period shall terminate with respect to Restricted Shares held by such Director and such Director may retain all such Restricted Shares, subject to any agreement between the Company and such Director governing the transfer of such Restricted Shares. 4.3 In the event of the Director’s death prior to the Vesting Date, all outstanding Restricted Shares shall immediately become Vested Shares.
Sample 1

Related to Vesting and Forfeiture Conditions

  • 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 Lapse of Restrictions Subject to Sections 2.2(a) and 2.2(c), the Award shall vest and Restrictions shall lapse in accordance with the vesting schedule set forth on the Grant Notice.

  • Vesting Requirements The vesting of this Award (other than pursuant to accelerated vesting in certain circumstances as provided in Section 3 below or vesting pursuant to Section 6 below) shall be subject to the satisfaction of the conditions set forth in each of subsections A and B, as applicable, and, in each case, subsection C of this Section 2:

  • Vesting Conditions Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Unit Award Agreement. A Stock Unit Award Agreement may provide for accelerated vesting in the event of the Participant’s death, disability or retirement or other events. The Committee may determine, at the time of granting Stock Units or thereafter, that all or part of such Stock Units shall become vested in the event that a Change in Control occurs with respect to the Company.

  • Vesting; Forfeiture (a) Subject to the Participant’s continued employment or service through the applicable vesting date and except as otherwise provided in this Section 3, the Award shall vest at the time(s) set forth on the signature page hereto. The Administrator has authority to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will nonetheless become vested if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the effective date of the Change of Control) or one year after the effective date of a Change of Control (in which case vesting shall occur as of the Participant’s Termination Date). (e) If the Participant’s employment or service with the Company is terminated for any reason other than a Change of Control, a Qualifying Termination with respect to Employees and Consultants, or death or disability with respect to Directors as provided herein (including but not limited to a termination for Cause), the unvested portion of the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the unvested portion of the Award.

  • Performance Conditions The Shares shall be issuable only if (and to the extent) that the Performance Criteria, set forth herein, are satisfied during the Performance Period. The Controller of the Company and the Compensation Committee of the Board of Directors of the Company shall certify whether, and to what extent, the Performance Criteria have been achieved. If the minimum performance is not met, no Shares shall be issued and the Award shall be forfeited.

  • Forfeiture Restrictions The Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions, and in the event of termination of the Employee’s employment with the Company for any reason other than as provided in Section 2(b), the Employee shall, for no consideration, forfeit to the Company all Restricted Shares then subject to the Forfeiture Restrictions. The prohibition against transfer and the obligation to forfeit and surrender Restricted Shares to the Company upon termination of employment are herein referred to as the “Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Shares.

  • Performance Condition Notwithstanding the vesting schedule stated in the Award Notification, your Restricted Shares shall not vest unless the Company achieves positive Adjusted Net Earnings in any fiscal year during the term of the Award. “Adjusted Net Earnings” means net earnings determined in accordance with GAAP as publicly reported by the Company for a fiscal year, adjusted to eliminate the following: (1) the cumulative effect of changes in GAAP; (2) gains and losses from discontinued operations; (3) extraordinary gains or losses; and (4) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including merger related charges. 

  • Restrictions; Forfeiture The Restricted Shares are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as described in Section 5 or 6 of this Agreement. The Restricted Shares are also restricted in the sense that they may be forfeited to the Company (the “Forfeiture Restrictions”). You hereby agree that if the Restricted Shares are forfeited, as provided in Section 6, the Company shall have the right to deliver the Restricted Shares to the Company’s transfer agent for, at the Company’s election, cancellation or transfer to the Company.

  • Expiration of Restrictions and Risk of Forfeiture Unless otherwise provided in Section 7 below, the restrictions on the Restricted Stock Units granted pursuant to this Agreement, including the Forfeiture Restrictions, will expire on September 30, 2014, and shares of Stock that are nonforfeitable and transferable will be issued to you in payment of your vested Restricted Stock Units as set forth in Section 5, provided that you remain in the continuous employ of, or a service provider to, the Company or its Subsidiaries until September 30, 2014.

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