Vesting and Restrictions. (a) Except as provided in Sections 2(b) and 2(c) below and otherwise provided pursuant to the acceleration provisions of the Plan, the RSU Award shall become vested as follows: 25% of the RSU Award will vest on each of the first, second, third and fourth anniversary of the Award Date (each, a “Vesting Date”) (which amount may be rounded to avoid fractional RSU Shares), provided the Holder remains continuously employed by, or providing services to, the Corporation or one of its Subsidiaries from the Award Date through (and including) each such respective Vesting Date.
(b) Notwithstanding Section 2(a) or anything else in this Agreement to the contrary, in the event the Holder dies or becomes Disabled, all of the Holder’s unvested and outstanding RSUs subject to the RSU Award shall immediately become vested.
(c) Notwithstanding Section 2(a) or anything else in this Agreement to the contrary, in the event of the Holder’s termination of employment or service (i) by the Corporation or its Subsidiaries without Cause or (ii) on account of a resignation by the Executive for Good Reason, the Holder shall immediately be vested in any unvested and outstanding RSUs subject to the RSU Award that the Vesting Date for which is scheduled to occur within twelve months of the Holder’s date of termination of employment. Any portion of the RSUs subject to the RSU Award that are outstanding and unvested (after taking into account any accelerated vesting hereunder) on the date of the Holder’s termination of employment with the Corporation or its Subsidiaries shall immediately be cancelled with no compensation due to the Holder, and the Holder shall have no rights with respect to such RSUs.
(d) Except as provided above or in the Plan, if the Holder’s employment or service with the Corporation or its Subsidiaries terminates prior to the Vesting Date of any RSUs subject to the RSU Award, any RSUs which were not theretofore vested shall be cancelled with no compensation due to the Holder, and the Holder shall have no rights with respect to such RSUs.
Vesting and Restrictions. All of the Restricted Stock Units shall be 100% vested as of the Grant Date; provide however that none of such Restricted Stock Units or the underlying Common Shares may be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of by the Participant, whether voluntarily, involuntarily, or by operation of law (collectively, “Prohibited Dispositions”) until the expiration of the Restricted Period and any purported Prohibited Disposition shall be void and unenforceable against the Company; provided that the designation of a beneficiary shall not constitute a Prohibited Disposition. The “Restricted Period” shall be the period commencing on the Grant Date and ending on ending on the date the Participant is no longer a director or an executive officer of the Company.
Vesting and Restrictions. (a) The Restricted Shares will vest and the restrictions set forth in paragraph (b) will lapse, in accordance with the Vesting Schedule set forth on Schedule A, attached hereto, subject to all other terms and conditions of this Agreement and the Plan.
(b) During the Restriction Period, the Restricted Shares are subject to forfeiture and may not be sold, assigned, transferred, exchanged or otherwise encumbered by Grantee. The Restriction Period begins on the Grant Date and ends on the applicable Vesting Date (the “Restriction Period”). To enforce these restrictions, the Company may elect to have the Restricted Shares held in electronic or other book form in an account with the Company, its transfer agent, or other designee until the restrictions have lapsed or until this Agreement is no longer in effect. If Company instead issues the Restricted Shares in certificate form, the certificates will include appropriate restrictive legends regarding restrictions on transfer and compliance with securities law requirements, as determined by the Company, and will be held in the Company’s custody until the restrictions have lapsed or this Agreement is no longer in effect.
Vesting and Restrictions. This grant is subject to a Time-Based Restriction, as described below (collectively, the “Period of Restriction”).
Vesting and Restrictions. Restrictions shall be imposed on a transfer of the Shares issued pursuant to the Restricted Stock Award, and such Shares shall be subject to risk of forfeiture, as follows: The Shares issued pursuant to the Restricted Stock Award shall become vested at the rate of 25% per year on each of July 1, 2005, July 1, 2006, July 1, 2007 and July 1, 2008, provided the Recipient is still in the employ of the Corporation or a Subsidiary on each such respective vesting date. Restrictions shall be imposed on any transfer of the Shares subject to the Restricted Stock Award until such time as the Shares shall become vested in accordance with this Section 2. If the Recipient's employment with the Corporation and its Subsidiaries terminates prior to the date on which the Shares become vested, any Shares (and any dividends, distributions and adjustments with respect thereto) which were not theretofore vested shall be forfeited. Notwithstanding the preceding, 100% of the Shares shall become vested in the event of any of the following: (i) the consummation of a Change in Control while the Recipient is in the employ of the Corporation or a Subsidiary, (ii) termination of the Recipient's employment by the Corporation or a Subsidiary without Cause or (iii) such special circumstance or event as in the opinion of the Committee merits special consideration. Any other applicable restrictions or conditions under the requirements of any stock exchange upon which the Shares issued pursuant to the Restricted Stock Award or shares of the same class are then listed, and under any securities law applicable to such Shares, shall be imposed.
Vesting and Restrictions. These Restricted Shares are fully vested as of the Effective Date but are not tradable in the public markets until the first anniversary of the Effective Date.
Vesting and Restrictions. (a) The RSUs subject to the PBRSU Award shall vest only if and to the extent the Performance Goals are achieved, as provided below, and if the Holders remains continuously employed by the Corporation or a Subsidiary from the Award Date through (and including) [input the first business day following the end of the Performance Period] (the “Vesting Date”). In no event shall any of the RSUs vest if the Threshold Performance Goal is not achieved. If the Holder remains continuously employed by the Corporation or a Subsidiary from the Award Date through (and including) the Vesting Date and
i. the Threshold Performance Goal is achieved, the Holder shall vest in the Threshold Number of RSUs,
ii. the Target Performance Goal is achieved, the Holder shall vest in the Target Number of RSUs and
iii. if the Performance Goal is at or above the Maximum Performance Goal, the Holder shall vest in the Maximum Number of RSUs. In the event the Performance Goal achieved is (x) between the Threshold Performance Goal and the Target Performance Goal, the number of RSUs that will vest shall be interpolated in a linear progression between such goals and (y) between the Target Performance Goal and the Maximum Performance Goals, the number of RSUs that will vest shall be interpolated in a linear progression between such goals. [Notwithstanding anything herein to the contrary, the Committee retains the discretion to adjust the Performance Goals for any PBRSU Award that is not intended to meet the requirements of “qualified performance-based compensation” for purposes of Section 162(m) of the Code.]
(b) Notwithstanding the provisions of Section 3(a) hereof, in the event (i) of the Holder’s death or Disability, or (ii) on or after July 1st of the Performance Period, [(x)] the Holder is terminated by the Corporation and/or Subsidiary without Cause, [or (y) the Holder’s employment with the Corporation and/or Subsidiary is terminated by the Holder by reason of the Holder’s resignation for Good Reason,], the Holder shall immediately be vested as to the lesser of: (1) the number of RSUs, if any, payable based on the actual achievement of the Performance Goal for the Performance Period and (2) the Target Number of RSUs, and the PBRSU Award shall be payable in accordance with the terms of this Agreement.
(c) Notwithstanding the provisions of Section 3(a) and Section 3(b) hereof or the Plan, in the event (i) the Holder is terminated by the Corporation and/or Subsidiary (or a successor) without C...
Vesting and Restrictions. This Amendment serves to amend Section 2 of each of the Award Agreements by adding the following to the end thereof: “Notwithstanding anything in this Section 2 or the Agreement to the contrary, in the event of the Holder’s death, Disability, termination of employment by the Corporation without Cause or the Holder’s termination of employment on account of a resignation for Good Reason, all of the Holder’s unvested and outstanding RSUs shall immediately become vested.”
Vesting and Restrictions. Except as otherwise provided pursuant to the acceleration provisions of the Plan, the RSU Award shall become vested as follows: 1/4 of the RSU Award will vest on [Date], 1/4 of the RSU Award will vest on [Date], 1/4 of the RSU Award will vest on [Date] and 1/4 of the RSU Award will vest on [Date]; provided the Holder is still in the employ or service of the Corporation or a Subsidiary on each such respective vesting date. If the Holder’s employment or service with the Corporation and its Subsidiaries terminates prior to the date on which the RSUs become vested, any RSUs which were not theretofore vested shall be cancelled with no compensation due to the Holder. Any other applicable restrictions or conditions under the requirements of any stock exchange upon which any Shares issued pursuant to the RSUs or shares of the same class are then listed, and under any securities law applicable to such Shares, shall be imposed.
Vesting and Restrictions. The Committee shall have complete authority and discretion to set the terms, conditions, restrictions, vesting schedules and other provisions of any option in the applicable Stock Option Agreement and shall have complete authority to require conditions and restrictions on any Stock issued pursuant to this Plan; provided, however, that except with respect to options granted to officers or directors of the Corporation, options granted pursuant to this Plan shall be exercisable or "vest" at the rate of at least 20% per year over the 5-year period beginning on the date the option is granted. Options granted to officers and directors shall become exercisable or "vest," subject to reasonable conditions, at any time during any period established by the Corporation.
