Vesting and Forfeiture of Shares. (a) Subject to the provisions of this Section 3, if the Participant is continuously employed by the Company or any Subsidiary from the Grant Date through and until any of the dates (the “Vesting Date”) set forth in the vesting schedule attached hereto as Exhibit A (the “Vesting Schedule”), then the RSUs shall become vested as set forth in the Vesting Schedule on the applicable Vesting Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the RSUs prior to the applicable Vesting Date.
(b) The vesting of the RSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if and to the extent provided in this Section 3(b):
(i) The RSUs shall immediately vest upon the occurrence of a Change of Control of the Company while the Participant is employed by the Company or any Subsidiary. Notwithstanding the foregoing, if in the event of a Change of Control the successor company assumes or substitutes the RSUs as of the date of the Change of Control, then the vesting of the RSUs that are assumed or substituted shall not be so accelerated as a result of such Change of Control. For this purpose, the RSUs shall be considered assumed or substituted only if (A) the RSUs that are assumed or substituted vest at the times that such RSUs would vest pursuant to this Agreement, and (B) following the Change of Control, the RSUs confer the right to receive, for each unvested RSU held immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Company may provide that the consideration to be received upon the vesting of any RSU will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determinations of (1) whether the RSUs shall be assumed or substituted or shall accelerate vesting in accordance with this...
Vesting and Forfeiture of Shares. (%2) (%3)On the Determination Date, the Company shall determine the extent to which the Performance Goal has been achieved. Subject to the provisions of this Section 3, the delivery of Shares with respect to the PRSUs is contingent on the attainment of the Performance Goal and, except as otherwise set forth in this Section 3, all outstanding PRSUs will be immediately forfeited on the Determination Date unless the Company determines that the Performance Goal has been satisfied. Upon such determination by the Company and subject to the provisions of the Plan and this Agreement, the Participant shall have the right to payment of that percentage of the target amount of PRSUs as corresponds to the level of the Performance Goal achieved. Furthermore, except as otherwise provided in this Section 3, in order to be entitled to payment with respect to any PRSUs, the Participant must be employed by the Company or any Subsidiary on the Determination Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the PRSUs prior to the Determination Date.
(i) The PRSUs are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code. The Committee retains the sole and plenary discretion to make any adjustment permitted by Section 3.2 of the Plan or to reduce or eliminate the number of PRSUs in accordance with the terms of the Plan for any reason deemed appropriate by the Committee, even if the Performance Goal has been attained and without regard to the Employment Agreement or any other agreement between the Company and the Participant.
(ii) The Participant expressly acknowledges that the terms of this Section 3 shall supersede any inconsistent provision in the Employment Agreement or any similar agreement between the Participant and the Company or any Subsidiary.
(b) The vesting of the PRSUs (or, if applicable, Acquirer RSUs (as defined below)) shall be accelerated if and to the extent provided in this Section 3(b):
Vesting and Forfeiture of Shares. 5.1 If a Termination of Service does not occur during the Restricted Period with respect to any Installment of the Covered Shares, then, at the end of the Restricted Period for such shares, the Participant shall become vested in those Covered Shares, and shall own the shares free of all restrictions otherwise imposed by this Agreement. With respect to all Covered Shares, the “Restricted Period” shall begin on the Grant Date and, with respect to each Installment shown on the schedule below, shall end on the Vesting Date applicable to such Installment: 20% of Covered Shares 1st Anniversary of Grant Date 20% of Covered Shares 2nd Anniversary of Grant Date 20% of Covered Shares 3rd Anniversary of Grant Date 20% of Covered Shares 4th Anniversary of Grant Date Notwithstanding the foregoing provisions of this paragraph Section 24, the Participant shall become vested in the Covered Shares, and become owner of the shares free of all restrictions otherwise imposed by this Agreement, prior to the end of the Restricted Period as of a Termination of Service prior to the date the Covered Shares would otherwise become vested, if the Termination of Service occurs by reason of the Participant’s death or Disability.
5.2 Covered Shares may not be sold, assigned, transferred, pledged or otherwise encumbered until the expiration of the Restricted Period or, if earlier, until the Participant is vested in the shares. Except as otherwise provided in this paragraph Section 24, the Participant shall forfeit the Covered Shares as of Termination of Service that occurs during the Restricted Period.
Vesting and Forfeiture of Shares. (a) Subject to the provisions of this Section 3, one-third of the SSARs shall become vested on each of the first, second and third anniversaries of the Grant Date (each date on which vesting is to occur being a “Vesting Date”), provided that the Participant’s employment with the Company continues through and until the applicable Vesting Date. Except as otherwise provided in this Section 3, there shall be no proportionate or partial vesting of the SSARs prior to the applicable Vesting Date. Termination of employment with the Company to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3.
(b) The vesting of the SSARs shall be accelerated if and to the extent provided in Section 5.6 of the Executive’s Agreement.
(c) Except as otherwise provided in Section 3(b) hereof, in the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the applicable Vesting Date, the Participant shall immediately forfeit all of the SSARs that were not vested on or before the Termination Date.
Vesting and Forfeiture of Shares. (a) Provided your service as Chairman of the Company’s Board of Directors (your “Service”) does not terminate during the Vesting Period ending on the applicable anniversary date with respect to any installment of the Shares set forth on the schedule below (an “Installment”), then, at the end of the Vesting Period for such Shares, the Participant shall become vested in those Shares, and shall own such Shares, subject to the repurchase provision set forth in Section 8(b). With respect to all Shares, the “Vesting Period” shall begin on the Grant Date and, with respect to each Installment shown on the schedule below shall end on the date applicable to such Installment: INSTALLMENT VESTING DATE APPLICABLE TO INSTALLMENT 37,500 Shares Grant Date 37,500 Shares First Anniversary of the Grant Date 37,500 Shares Second Anniversary of the Grant Date 37,500 Shares Third Anniversary of the Grant Date
(b) Notwithstanding Section 2(a), the Participant shall become fully vested in the Shares subject to the Award upon the consummation of a sale of more than fifty percent (50%) of the voting capital stock or all or substantially all of the assets of the Company to an unrelated third party, whether by sale, merger, amalgamation, combination, consolidation or similar business transaction.
(c) In the event that the Company effects an underwritten initial public offering of its common stock, Shares granted to the Participant under the Plan that have not become vested in accordance with the vesting schedule in Section 2(a) shall, at the option of the Company, acting in good faith and in a manner that preserves the Participant’s economic interests, (i) be exchanged for stock options of equivalent value based upon the implied enterprise value of the Company at the date of the initial public offering, or (ii) be exchanged for other securities of the Company under terms determined by the Company. In making the foregoing determination, the Company shall have discretion to determine the consideration to be given in exchange for unvested Shares, provided the Company acts in good faith and in a manner that preserves the Participant’s economic interests.
Vesting and Forfeiture of Shares. (a) Subject to the provisions of this Section 3, one-third of the SSARs shall become vested on each of the first, second and third anniversaries of the Grant Date (each date on which vesting is to occur being a “Vesting Date”), provided that the Participant’s employment with the Company continues through and until the applicable Vesting Date. Termination of employment with the Company to accept immediate re-employment with a Subsidiary, or vice-versa, or termination of employment with a Subsidiary to accept immediate re-employment with a different Subsidiary, shall not be deemed termination of employment for purposes of this Section 3.
(b) The vesting of the SSARs shall be accelerated if and to the extent provided in Section 5.6 of the Executive’s Agreement.
(c) Except as otherwise provided in Section 3(b) hereof, in the event that the Participant’s employment with the Company and its Subsidiaries is terminated prior to the applicable Vesting Date, the Participant shall immediately forfeit all of the SSARs that were not vested on or before the Termination Date.
Vesting and Forfeiture of Shares. 1. The Recipient shall be xxxxxxxx xo the delivery of all the shares which are subject to this award and all restrictions thereon shall lapse if the Recipient is continuously employed by the Company and/or its subsidiaries until__________________.
2. If the employment of the Recipient is terminated prior to the end of the restriction period by a Normal or Deferred Retirement, as defined in and pursuant to the Company's Retirement Plan (or the retirement plan of a subsidiary, if applicable); by death or total disability (as defined in the Company Medical Plan); by an involuntary termination of employment which the Committee determines is for the convenience of the Company; or an Early Retirement which the Committee determines is for the convenience of the Company; then the Recipient shall be entitled to the delivery of a pro rata portion (not in excess of 1) of the shares subject to the award determined by the number of calendar days of employment with the Company or a subsidiary since the date of this award, divided by the number of calendar days from the date of this award until _________________________.
3. The shares which are the subject of this award shall be completely forfeited and revert to the Company in the event the Recipient voluntarily terminates employment, or in the event the termination does not satisfy the conditions indicated in Paragraph 2 above.
4. Upon the occurrence of a Change in Control (as such term is defined below), the Recipient shall be entitled to the delivery of all the shares which are subject to this award and all restrictions shall lapse. The shares subject to this award shall be subject to the same provisions as then apply generally to the outstanding shares of the Common Stock of the Company. As used herein, Change in Control means any of the following:
(a) The acquisition by any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")(a "Person") beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (a), the following a...
Vesting and Forfeiture of Shares. (a) Provided your service as Chairman of the Company’s Board of Directors (your “Service”) does not terminate during the Vesting Period ending on the applicable anniversary date with respect to any installment of the Shares set forth on the schedule below (an “Installment”), then, at the end of the Vesting Period for such Shares, the Participant shall become vested in those Shares, and shall own such Shares, subject to the repurchase provision set forth in Section 8(b). With respect to all Shares, the “Vesting Period” shall begin on the Grant Date and, with respect to each Installment shown on the schedule below shall end on the date applicable to such Installment:
Vesting and Forfeiture of Shares. (a) If the Participant does not terminate employment during the Restricted Period with respect to any Installment of the Covered Shares, then, at the end of the Restricted Period for such shares, the Participant shall become vested in those Covered Shares, and shall own the shares free of all restrictions otherwise imposed by this Agreement. With respect to all Covered Shares, the “Restricted Period” shall begin on the Grant Date and, with respect to each Installment shown on the schedule below, shall end on the Vesting Date applicable to such Installment: INSTALLMENT VESTING DATE APPLICABLE TO INSTALLMENT
(b) Covered Shares may not be sold, assigned, transferred, pledged or otherwise encumbered until the expiration of the Restricted Period or, if earlier, until the Participant is vested in the shares.
Vesting and Forfeiture of Shares. (a) Covered Shares may not be sold, assigned, transferred, pledged or otherwise encumbered (“Restrictions”) until the expiration of the Restricted Period or, if earlier, until the Participant is vested in the shares. Except as otherwise provided in this Section 5, the Participant shall forfeit the unvested Covered Shares (whether or not earned) as of a Date of Termination (as defined in Section 9(i)) that occurs during the Restricted Period. All Covered Shares shall be forfeited as of December 31, 2009, to the extent not earned as of such date. A Participant shall earn and later vest in the Covered Shares and then own the shares free and clear of all Restrictions pursuant to this Section 5. With respect to all Covered Shares, the “Restricted Period” shall begin on the Grant Date and shall end on the “Vesting Date” applicable to such shares (subject to the “Slip-Back” exception provided in paragraph (g) below).
