Vesting and Issuance of Shares Clause Samples
The "Vesting and Issuance of Shares" clause defines the process and schedule by which shares are granted and become fully owned by a recipient, such as an employee or founder. Typically, this clause outlines a timeline—often with a start date, vesting period, and possible cliff—during which shares are incrementally earned, and specifies the conditions under which shares are actually issued to the individual. Its core practical function is to incentivize long-term commitment and performance, while protecting the company from immediately transferring full ownership to individuals who may leave early.
Vesting and Issuance of Shares. (a) Participant’s right to receive Shares subject to the RSUs shall vest on the first anniversary of the Grant Date (the “Vesting Date”), subject to Participant’s continued service as a member of the Board on the Vesting Date.
(b) If Participant’s service as a member of the Board terminates by reason of retirement, death or disability, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination. If Participant’s service as a member of the Board terminates for any reason other than retirement, death or disability, all unvested RSUs shall be immediately forfeited as of the date of such termination.
(c) The Company shall cause to be issued to Participant Shares with respect to the RSUs that become vested within 30 days of the earlier of the Vesting Date or, if the RSUs become vested pursuant to Section 1(b) above, the date that the Participant experiences a “separation from service” within the meaning of Section 409A of the Code. Such Shares shall be fully paid and non-assessable. Participant will not have any of the rights or privileges of a shareholder of the Company in respect of any Shares subject to the RSUs unless and until such Shares have been issued to Participant.
Vesting and Issuance of Shares. This Award is fully vested and non-forfeitable from inception.
Vesting and Issuance of Shares. This award is fully vested and nonforfeitable from inception. The Director will be entitled to receive the Shares covered by this award upon the termination of the Director’s service as a member of the Company’s Board of Directors (the “Board).
Vesting and Issuance of Shares. (a) Participant’s right to receive Shares subject to the RSUs granted under this Award Agreement shall vest in accordance with the schedule set forth in the Participant’s online account with the Company’s designated broker/stock plan administrator1 (each such date being a “Vesting Date”), subject to Participant’s continued Service with the Company or an Affiliate on each Vesting Date, except as provided in this Section (1), and except that any fractional installments shall be carried forward and vest when such combined fractional installments result in one full Share.
(b) Participant shall not be entitled to receive an amount equal to any cash dividend paid by the Company upon one Share for each RSU held by Participant when such dividend is paid or at any later date.
(c) Notwithstanding Section 1(a), if a Change in Control occurs, and the successor or purchaser in the Change in Control has assumed the Company’s obligations with respect to the RSUs or provided a substitute award and, within 12 months following the occurrence of the Change in Control, Participant’s Service is terminated without Cause or Participant terminates his/her Service with the Company for Good Reason, the RSUs shall become fully vested as of the time immediately prior to such termination of Service, then all remaining forfeiture restrictions shall immediately lapse and the Vesting Date shall be deemed to be the date immediately preceding such termination of Service.
(d) Notwithstanding Section 1(a), if Participant’s Service terminates by reason of Disability, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of Service (such date also being a “Vesting Date”) and all remaining forfeiture restrictions shall immediately lapse.
(e) Notwithstanding Section 1(a), if Participant’s Service terminates due to death, the Shares subject to the RSUs that have not yet vested shall vest as of the date of such termination of Service (such date also being a “Vesting Date”) and all remaining forfeiture restrictions shall immediately lapse.
(f) If Participant’s Service is terminated for any reason or in any circumstances other than those specified in Section 1(c) through (e) above, all unvested RSUs shall cancel and be forfeited as of the date of termination of Service and Participant shall have no right to or interest in such RSUs or the underlying Shares. On each Vesting Date (or within 30 days thereof), the Company shall cause to be issued to Partic...
Vesting and Issuance of Shares. Section 3.1 - Vesting Schedule and Forfeiture Provisions (a) Subject to the Associates’ continued employment with the ▇▇▇▇▇▇ Group through the vesting date (set forth in the left column), the RSUs shall vest as follows: Percentage of RSUs Date RSUs Become Vested that Become Vested On [INSERT DATE] [INSERT]% On [INSERT DATE] [INSERT]% On [INSERT DATE] [INSERT]%
Vesting and Issuance of Shares. The RSUs are fully vested as of the Grant Date. The “Issue Date” for each RSU shall be the earlier to occur of (a) [February ___, 2009] (b) the date of the Grantee’s death, or (c) the date upon which a Change in Control occurs. For this purpose, the term “Change in Control” is as defined in the Plan for purposes of Section 409A Awards. Within 90 days after the Issue Date, the Company shall issue to the Grantee one share of Common Stock with respect to each RSU. The Secretary of the Company shall issue or cause to be issued to the Grantee (or permitted transferee) a certificate or certificates for the number of shares of Common Stock issuable on the Issue Date, less any applicable tax and other withholding amounts, unless applicable taxes and other withholdings are satisfied by other means under Section 5. The Company shall cause the certificate(s) to be issued in the name of the Grantee or permitted transferee and delivered to the Grantee or permitted transferee within 90 days after the Issue Date with respect to shares of Common Stock issued on such Issue Date; provided, however, that such delivery shall be effected for all purposes when the Company’s stock transfer agent shall have deposited such certificates in the United States mail, addressed to the Grantee or permitted transferee. The Company, however, shall not be liable to the Grantee or permitted transferee for damages relating to any delays in issuing the certificate(s) to the Grantee or permitted transferee, any loss of the certificate(s), or any mistakes or errors in the issuance of the certificate(s) or in the certificate(s) themselves.
Vesting and Issuance of Shares