Vesting and Nonassignability of Restricted Stock. (a) The shares of Restricted Stock shall become vested, and the restrictions described in Sections 2(b) and 2(c) shall lapse, according to the following vesting schedule, if the Grantee continues to be employed by, or provide service to, the Employer (as defined in the Plan) from the Date of Grant until the applicable vesting date:
Vesting and Nonassignability of Restricted Stock. (a) The shares of Restricted Stock shall become vested in two equal portions, and the restrictions described in Section 2(d) shall lapse in accordance with the following schedule, if the Grantee continues to provide service to the Company from the Date of Grant until the applicable Vesting Date:
(b) Notwithstanding the provisions of Section 2(a) above, if the Grantee ceases to provide service to the Company on account of retirement (which retirement status shall be determined at the Board’s sole discretion) at any time during the period before the shares of Restricted Stock vest (the “Restriction Period”), the restrictions and conditions on the Restricted Stock shall lapse and the shares shall become fully vested on the date on which the Grantee ceases to provide service to the Company on account of retirement,
(c) Notwithstanding the provisions of Section 2(a) above, if a Change of Control (as defined in the Plan) occurs at any time during the Restriction Period while the Grantee is providing service to the Company, the restrictions and conditions on the Restricted stock shall lapse and the shares shall become fully vested on the date of the Change of Control.
(d) During the Restriction Period, the non-vested Restricted Stock may not be assigned, transferred, pledged or otherwise disposed of by the Grantee. Any attempt to assign, transfer, pledge or otherwise dispose of the shares contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the shares, shall be null, void and without effect.
Vesting and Nonassignability of Restricted Stock. (a) Except as otherwise provided in Paragraph 2(b) below, the Restricted Stock shall become vested, and the restrictions described in Paragraph 2(e) shall lapse, as long as the Grantee has continuously served as an employee of Tivity Health (or an affiliate of Tivity Health) from the Effective Time through October 15, 2019. The vesting of the shares subject to the Restricted Stock shall be cumulative, but shall not exceed 100% of the shares subject to the Restricted Stock.
(b) If, prior to the date 100% of the Restricted Stock becomes vested, the Grantee ceases to be employed by, or provide services to, Tivity Health and its affiliates on account of (i) the death of the Grantee, (ii) termination by Tivity Health because the Grantee becomes “totally disabled” (as defined below), (iii) a termination by Tivity Health without “cause” (as defined below), or (iv) the resignation by the Grantee with “good reason” (as defined below), 100% of the Restricted Stock will become vested as of the date of such cessation; provided that, in its discretion, Tivity Health may condition such accelerated vesting on the execution by the Grantee or the Grantee’s estate (as applicable) of a release of claims in the form attached to the employment agreement between Tivity Health and Grantee dated as of March 8, 2019 (as may be amended from time to time, the “Employment Agreement”) (the “Release”) and on the Release becoming irrevocable within 30 days following the cessation of the Grantee’s employment or service.
(c) For purposes of this Agreement
Vesting and Nonassignability of Restricted Stock. (a) The shares of Restricted Stock will become vested as set forth in Section 1 hereof.
(b) Except as otherwise provided in this Agreement, if the Participant ceases to be employed by, or provide service to, the Employer for any reason before the Restricted Stock fully vests, then the shares of Restricted Stock that are not then vested shall be forfeited and immediately returned to the Company.
(c) During the period before all of the shares of Restricted Stock vest (the “Restriction Period”), the unvested shares of Restricted Stock may not be assigned, transferred, pledged or otherwise disposed of by the Participant. Any attempt to assign, transfer, pledge or otherwise dispose of the shares contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the shares, shall be null, void and without effect.
(d) If the Vesting Schedule set forth in Section 1 hereof would result in the Participant vesting in a fractional share of Restricted Stock, the number of shares in which the Participant becomes vested shall be rounded down to the nearest whole share of Restricted Stock.
Vesting and Nonassignability of Restricted Stock. (a) The shares of Restricted Stock shall become vested, and the restrictions described in Paragraphs 2(b) and 2(c) below shall lapse, if the Grantee is employed by, or providing service to, the Employer (as defined in the Plan) on the applicable date: First anniversary of the Date of Grant 25% Second anniversary of the Date of Grant 25% Third anniversary of the Date of Grant 25% Fourth anniversary of the Date of Grant 25% The vesting of the Restricted Stock is cumulative, but shall not exceed 100% of the shares of common stock of the Company subject to the Restricted Stock. If the foregoing schedule would produce fractional shares of common stock of the Company, the number of shares of common stock for which the Restricted Stock becomes vested shall be rounded down to the nearest whole share of common stock. The Restricted Stock shall become fully vested on the fourth anniversary of the Date of Grant, if the Grantee is employed by, or providing service to, the Employer on such date.
(b) If the Grantee’s employment or service with the Employer terminates for any reason before the Restricted Stock is fully vested, the shares of Restricted Stock that are not then vested shall be forfeited and must be immediately returned to the Company, and the Company shall pay to the Grantee, as consideration for the return of the non-vested shares, the lesser of $ 0.01 per share or the Fair Market Value (as defined in the Plan) of a share of common stock of the Company on the date of the forfeiture, for each returned share.
(c) During the period before the shares of Restricted Stock vest (the “Restriction Period”), the non-vested shares of Restricted Stock may not be assigned, transferred, pledged or otherwise disposed of by the Grantee. Any attempt to assign, transfer, pledge or otherwise dispose of the shares contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the shares, shall be null, void and without effect.
Vesting and Nonassignability of Restricted Stock. The shares of Restricted Stock shall become vested, and the restrictions described in Sections 2(b) and 2(c) shall lapse, upon the Grantee’s satisfaction of the requirements of the Vesting Schedule set forth in the Summary of Grant. If the Vesting Schedule set forth in the Summary of Grant would result in the Grantee vesting in a fractional share of Restricted Stock, the number of shares in which the Grantee becomes vested shall be rounded down to the nearest whole share of Restricted Stock. Except as otherwise provided in the Summary of Grant, if the Grantee ceases to be employed by, or provide service to, the Employer for any reason before the Restricted Stock fully vests, the shares of Restricted Stock that are not then vested shall be forfeited and must be immediately returned to the Company. During the period before the shares of Restricted Stock vest (the “Restriction Period”), the non-vested Restricted Stock may not be assigned, transferred, pledged or otherwise disposed of by the Grantee. Any attempt to assign, transfer, pledge or otherwise dispose of the shares contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the shares, shall be null, void and without effect.
Vesting and Nonassignability of Restricted Stock a. Except as otherwise provided in Paragraph 2(b) below, the Restricted Stock shall become vested, and the restrictions described in Paragraph 2(e) shall lapse at such times set forth below (the “Vesting Date”), as long as the Grantee has continuously served as an employee of Tivity Health (or an affiliate of Tivity Health) from the Effective Time through the applicable Vesting Date:
Vesting and Nonassignability of Restricted Stock. (a) The shares of Restricted Stock shall become vested, and the restrictions described in Sections 2(b) and 2(c) shall lapse, according to the following vesting schedule:
(b) If the Grantee’s employment with, or service to, the Company terminates before January 1, 2009, the shares of Restricted Stock shall be forfeited and must be immediately returned to the Company.
(c) During the period before the shares of Restricted Stock vest (the “Restriction Period”), the non-vested Restricted Stock may not be assigned, transferred, pledged or otherwise disposed of by the Grantee. Any attempt to assign, transfer, pledge or otherwise dispose of the Shares contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Shares, shall be null, void and without effect.
Vesting and Nonassignability of Restricted Stock. The shares of Restricted Stock shall become vested, and the restrictions described in this Section 2 shall lapse, in the manner provided below, if the Grantee continues to provide service to the Company as an employee from the Date of Grant until the applicable vesting date. For this purpose, the term “Shares” refers to the number of shares underlying that portion of the Award that vests in the manner described under the headings “Vest Type” and “Full Vest Date” below. The term “Vest Type” describes how those shares will vest before the Full Vest Date. The term “Full Vest Date” is the date on which the shares will be fully vested.
Vesting and Nonassignability of Restricted Stock. (a) The shares of Restricted Stock shall become vested, and the restrictions described in Sections 2(d) and 2(e) shall lapse in accordance with the following schedule, if the Grantee continues to provide service to the Company from the Date of Grant until the applicable vesting date: Exhibit 10.3 ------------------------------------- ------------------------------------------ VESTING DATE SHARES VESTED ------------------------------------- ------------------------------------------ Date of Grant + 1 year 33-1/3% ------------------------------------- ------------------------------------------ Date of Grant + 2 years 33-1/3% ------------------------------------- ------------------------------------------ Date of Grant + 3 years 33-1/3% ------------------------------------- ------------------------------------------
(b) Notwithstanding the provisions of Section 2(a) above, if the Grantee's employment terminates on account of (i) termination by the Company without Cause (as defined in the written employment agreement between the Grantee and the Company dated September 2, 2003 (the "Employment Agreement")), (ii) the Grantee's resignation for Good Reason (as defined in the Employment Agreement) or (iii) Non-Renewal (as defined in the Employment Agreement) at any time during the period before the shares of Restricted Stock vest (the "Restriction Period"), and the Grantee executes and does not revoke the Release (as defined in the Employment Agreement) the restrictions and conditions on the restricted stock shall immediately lapse and the shares shall become fully vested.
(c) Notwithstanding the provisions of Section 2(a) and 2(b) above, if a Change of Control (as defined in the Plan) occurs during the Restriction Period, the restrictions and conditions on the restricted stock shall immediately lapse and the shares shall become fully vested.
(d) If the Grantee's employment with the Company terminates for any reason during the Restriction Period, the Company may elect, during the 90-day period following the date of the Grantee's termination of employment, to require that the shares of Restricted Stock that are not then vested be forfeited and be immediately returned to the Company. In the event the Company fails to make such an election, there shall be no forfeiture.
(e) During the Restriction Period, the non-vested Restricted Stock may not be assigned, transferred, pledged or otherwise disposed of by the Grantee. Any attempt to assign, transfer, pledge or otherwis...
