Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting in accordance with Section 6, the Grantee will become vested as to that number of each type of Restricted Shares (if any) subject to this Agreement that is equal to the fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Restricted Shares that are subject to this Agreement (in each case, rounded down to the nearest whole number of such type of Restricted Shares) on each of the dates indicated on Schedule I hereto (each such date, together with any other date on which Restricted Shares vest pursuant to this Agreement, a “Vesting Date”). If rounding pursuant to the preceding sentence prevents any portion of a Restricted Share from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Share”), one additional Restricted Share of such type of Restricted Share will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Shares of such type of Restricted Share (including any Unvested Fractional Restricted Share created on such succeeding Vesting Date) equals or exceeds one whole Restricted Share, with any excess treated as an Unvested Fractional Restricted Share thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Share comprising part of a whole Restricted Share that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Share. Notwithstanding the foregoing, (a) the Grantee will not vest, pursuant to this Section 5, in Restricted Shares as to which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by the Company or its Subsidiaries from the date of this Agreement through such date, or, if the Grantee is a non-employee director, the Grantee has not been continuously providing services as a non-employee director through such date (the vesting or forfeiture of such shares to be governed instead by the provisions of Section 6), and (b) in the event that any date on which vesting would otherwise occur is a Saturday, Sunday or a holiday, such vesting will instead occur on the business day next following such date. Unless otherwise determined by the Plan Administrator in its sole discretion, Retained Distributions will be subject to the same vesting and forfeiture conditions that are applicable t...
Vesting and Forfeiture of Restricted Shares. (a) The Restricted Shares shall vest on the third anniversary of the Grant Date; provided, however, that the Participant must be in continuous Employment from the Grant Date through the vesting date in order for the Restricted Shares to vest. If the Employment of the Participant is terminated for any reason (including non-Mandatory Retirement) other than death or Mandatory Retirement, any Restricted Shares that have not vested as of the date of such termination of Employment shall be forfeited to the Corporation.
(b) The Restricted Shares shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) above, upon:
(i) termination of the Participant’s Employment due to death;
(ii) termination of the Participant’s Employment due to Mandatory Retirement; or
(iii) a Change in Control of the Corporation, provided that as of such Change in Control the Participant has been in continuous Employment since the Grant Date.
Vesting and Forfeiture of Restricted Shares. (a) The Restricted Shares shall vest on the third anniversary of the Grant Date; provided, however, that the Participant must be in continuous Employment from the Grant Date through the vesting date in order for the Restricted Shares to vest. If the Employment of the Participant is terminated for any reason (including non-Mandatory Retirement) other than one listed in subparagraph (b)(i) – (iv) of this Paragraph 2, any Restricted Shares that have not vested as of the date of such termination of Employment shall be immediately and 100% forfeited to the Corporation.
(b) The Restricted Shares shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) of this Paragraph 2, upon the events set out below:
i. termination of the Participant’s Employment due to death;
ii. Participant’s “separation from service” (within the meaning of Section 409A of the Code) upon the forced relocation of Participant’s principal place of employment to a location more than 50 miles from Participant's then-current principal place of employment;
iii. termination of the Participant’s Employment due to Mandatory Retirement; or
iv. Participant’s Qualified Termination provided that as of such Qualified Termination the Participant has been in continuous Employment since the Grant Date.
Vesting and Forfeiture of Restricted Shares. (a) The Restricted Shares shall vest in three cumulative annual installments, as follows:
(i) one-third of the Restricted Shares shall vest on the first anniversary of the Grant Date;
(ii) an additional one-third of the Restricted Shares shall vest on the second anniversary of the Grant Date; and
(iii) all remaining Restricted Shares shall vest on the third anniversary of the Grant Date; provided, however, that the Participant must be in continuous Employment from the Grant Date through the vesting date in order for the Restricted Shares to vest. If the Employment of the Participant is terminated for any reason (including non-Mandatory Retirement) other than death or Mandatory Retirement, any Restricted Shares that have not vested as of the date of such termination of Employment shall be forfeited to the Corporation.
(b) The Restricted Shares shall immediately vest in full, irrespective of the limitations set forth in subparagraph (a) above, upon:
(i) termination of the Participant’s Employment due to death;
(ii) termination of the Participant’s Employment due to Mandatory Retirement; or
(iii) a Change in Control of the Corporation, provided that as of such Change in Control the Participant has been in continuous Employment since the Grant Date.
Vesting and Forfeiture of Restricted Shares. (a) The Restricted Shares shall vest in full on the third anniversary of the Grant Date; provided, however, that the Participant must be in continuous Employment from the Grant Date through the vesting date in order for the Restricted Shares to vest on such date. If the Employment of the Participant is terminated for any reason (including Retirement), except as provided for in Section 2(b) of this Award Agreement, any Restricted Shares that have not vested as of the date of such termination of Employment shall be forfeited to the Corporation.
(b) The Restricted Shares shall vest in full, irrespective of the limitations set forth in subsection (a) above, upon termination of the Participant’s Employment due to death or upon an involuntary termination of the Participant’s Employment not for Cause while on Disability.
Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting in accordance with the provisions of Paragraph 7(b) below, Grantee will become vested as to 5.0% of the Restricted Shares subject to this Agreement on each of March 1, June 1, September 1 and December 1, beginning on June 1, 2011 and ending on March 1, 2016, each such date and intervening anniversary thereof being a Vesting Date; provided, however, that Grantee will not vest, pursuant to this Paragraph 4, in Restricted Shares as to which Grantee would otherwise vest as of a given date if Grantee has not been continuously employed by the Company or its Subsidiaries from the date of this Agreement through such date (the vesting or forfeiture of such shares in such event to be governed instead by the provisions of Paragraph 5). Notwithstanding the foregoing, if any date on which vesting would otherwise occur is a Saturday, Sunday or a holiday, such vesting will instead occur on the business day next following such date.
Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting in accordance with the provisions of Paragraph 7(b) below, Grantee will become vested as to (a) % of the Restricted Shares subject to this Agreement on each of , (b) % of the Restricted Shares subject to this Agreement on each of and (c) % of the Restricted Shares subject to this Agreement on each of , each such date being a Vesting Date; provided, however, that Grantee will not vest, pursuant to this Paragraph 4, in Restricted Shares as to which Grantee would otherwise vest as of a given date if Grantee has not been continuously employed by the Company or its Subsidiaries from the date of this Agreement through such date (the vesting or forfeiture of such shares in such event to be governed instead by the provisions of Paragraph 5). Notwithstanding the foregoing, if any date on which vesting would otherwise occur is a Saturday, Sunday or a holiday, such vesting will instead occur on the business day next following such date.
Vesting and Forfeiture of Restricted Shares. The Restricted Shares shall vest, or shall be forfeited and canceled, in whole or in part, as provided on Exhibit A attached hereto.
Vesting and Forfeiture of Restricted Shares. Subject to earlier vesting in accordance with the provisions of Paragraph 7(b) below, Grantee shall become vested as to 25% of the Restricted Shares subject to this Agreement on each of the first four anniversaries of the Grant Date, each such anniversary being a Vesting Date; provided, however, that Grantee shall not vest, pursuant to this Paragraph 4, in Restricted Shares as to which Grantee would otherwise vest as of a given date if Grantee has not been continuously employed by the Company or its Subsidiaries from the date of this Agreement through such date (the vesting or forfeiture of such shares to be governed instead by the provisions of Paragraph 5). Notwithstanding the foregoing, in the event that any date on which vesting would otherwise occur is a Saturday, Sunday or a holiday, such vesting shall instead occur on the business day next following such date.
Vesting and Forfeiture of Restricted Shares. 2.1. All Restricted Shares shall be subject to the risk of forfeiture and repurchase for cancellation in accordance with Section 2.2. Restricted Shares shall vest and no longer be subject to the risk of forfeiture and repurchase for cancellation under Section 2.2 upon satisfaction of the vesting provisions of Schedule A attached hereto. Restricted Shares which have vested in accordance with the provisions of Schedule A are herein referred to as “Vested Shares”. Unless otherwise expressly provided on Schedule A, no Restricted Shares shall become Vested Shares following the date of the voluntary or involuntary termination of the Recipient’s employment or other association with the Company and its Affiliates, for any reason whatsoever, including death or disability and/or an entity ceasing to be an Affiliate of the Company (“Recipient’s Termination Date”); provided however, that nothing herein shall affect the Recipient’s rights under Articles 8 and 9 of the Plan; and provided further; that military or sick leave shall not be deemed a termination of employment or other association if it does not exceed the longer of 90 days or the period during which the Recipient’s reemployment rights, if any, are guaranteed by statute or by contract.
2.2. As of the Recipient’s Termination Date, all Restricted Shares shall be forfeited by the Recipient or any Permitted Transferee (as defined in Section 3.1 below), and shall be deemed automatically returned for cancellation by the Company. As of the Recipient’s Termination Date, and without requirement of notice or other action, the Company shall become the legal and beneficial owner of all Restricted Shares and all rights and interests therein or relating thereto, and the Company shall receive for cancellation such Restricted Shares for no consideration whatsoever.
