Vesting and Settlement. Your “Vesting Start Date” for the 2024 RSUs is the Grant Date. Subject to your continued service through the applicable vesting date, 50% of your 2024 RSUs will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 2nd annual anniversary of the Vesting Start Date. If (i) your service is terminated by the Company for reasons other than Cause or performance, (ii) such termination occurs within 12 months following a Change in Control, and (iii) and subject to you executing a Separation Agreement and General Release (a “Release”) prepared by the Company, then any unvested portion of your 2024 RSUs will vest on the date your Release becomes effective and irrevocable. If your service terminates for any other reason before your 2024 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2024 RSUs upon such termination of your service. Subject to Section 6 (Taxes) of this Agreement, any portion of your 2024 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2024 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2024 RSUs that vest on the vesting date (subject to any reduction of delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposes), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Benson Hill, Inc.)
Vesting and Settlement. Your “Vesting Start Date” for the 2024 RSUs is the Grant DateFebruary 2, 2022. Subject to your continued service through the applicable vesting dateservice, 50% of your 2024 Sign-On RSUs will vest 25% on each annual anniversary of the Vesting Start Date, becoming fully vested (100% vested %) on the 2nd 4th annual anniversary of the Vesting Start Date. If (i) your service is terminated by under Section 4.2 of your Employment Agreement as a result of the Company terminating you without “Cause” (as that term is defined in Section 4.1 of your Employment Agreement) or by you resigning for reasons other than Cause or performance“Good Reason” (as that term is defined in Section 4.1 of your Employment Agreement), (ii) such resignation or termination occurs within 12 months following a Change in Control, or if the circumstances that ultimately give rise to such resignation or termination occur within the three months prior to a Change in Control, and (iii) and subject to you executing a Separation Agreement and General Release (a “Release”) prepared by the Company” (as that term is defined in Section 4.2 of your Employment Agreement), then any unvested portion of your 2024 2022 RSUs will vest on the date your “Release becomes effective and irrevocableEffective Date” (as that term is defined in Section 4.2 of your Employment Agreement). If your service terminates for any other reason before your 2024 Sign-On RSUs fully vest, you will automatically forfeit all interests and rights related to your unvested 2024 Sign-On RSUs upon such termination of your service. You will have no right or interest in any forfeited Sign-On RSUs and neither the Company nor any Affiliate will have any further obligations under this Agreement. Subject to Section 6 (Taxes) of this Agreement, any portion of your 2024 Sign-On RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2024 Sign-On RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2024 Sign-On RSUs that vest on the vesting date (subject to any reduction of delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposes), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Benson Hill, Inc.)
Vesting and Settlement. Your “Vesting Start Date” for the 2024 RSUs 0000 XXXx is the Grant Date. Subject to your continued service through the applicable vesting date, 5025% of your 2024 RSUs 0000 XXXx will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 2nd 4th annual anniversary of the Vesting Start Date. If (i) your service is terminated by as a result of a “Qualifying Termination” (as that term is defined in the Company for reasons other than Cause or performanceCompany’s Executive Severance Plan as of the Grant Date), (ii) such termination Qualifying Termination occurs within 12 months following a Change in Control, and (iii) and subject to you executing a Separation Agreement and General Release (a “Release”) prepared by ” (as that term is defined in the Company, ’s Executive Severance Plan as of the Grant Date) then any unvested portion of your 2024 2022 RSUs will vest on your “Release Effective Date” (as that term is defined in the date your Release becomes effective and irrevocableCompany’s Executive Severance Plan as of the Grant Date). If your service terminates for any other reason before your 2024 2022 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2024 2022 RSUs upon such termination of your service. You will have no right or interest in any forfeited 0000 XXXx and neither the Company nor any Affiliate will have any further obligations under this Agreement. Subject to Section 6 (Taxes) of this Agreement, any portion of your 2024 2022 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2024 2022 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2024 RSUs 0000 XXXx that vest on the vesting date (subject to any reduction of delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposes), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Benson Hill, Inc.)
Vesting and Settlement. Your “Vesting Start Date” for (a) The Grant shall vest in full on the 2024 RSUs is the Grant Date. Subject to your continued service through the applicable vesting date, 50% of your 2024 RSUs will vest each annual third anniversary of the Vesting Start Date, becoming 100% vested on the 2nd annual anniversary of the Vesting Start Date. If (i) your service is terminated by the Company for reasons other than Cause or performance, (ii) such termination occurs within 12 months following a Change in Control, and (iii) and subject to you executing a Separation Agreement and General Release Grant Date (a “ReleaseVesting Date”), subject to the Participant continuing to actively and without interruption remain Employed through the Vesting Date.
(b) prepared by the CompanyUpon vesting, then any unvested portion of your 2024 RSUs will vest on the date your Release becomes effective and irrevocable. If your service terminates for any other reason before your 2024 RSUs vest, you will automatically forfeit all interests and rights related subject to your unvested 2024 RSUs upon such termination of your service. Subject to this Section 6 (Taxes) of this Agreement, any portion of your 2024 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2024 RSUs3, the Company Participant shall (a) issue and deliver have the right to you the receive a number of shares of Common Stock corresponding to the number shares of Common Stock underlying the Grant. As soon as reasonably practicable and in any event no later than the thirtieth (30th) day following the Vesting Date, the Company shall transfer to the Participant, in full and complete satisfaction of all of the obligations of the Company and the rights of the Participant in respect of such RSUs, a number of shares of Common Stock, registered in the Participant’s name, equal to the number of 2024 such RSUs that vest are settled on the vesting and as of such date (subject the “Settlement Date”). (Except as otherwise provided herein, on or prior to the Settlement Date, the Participant shall remit to the Company an amount in cash, by wire transfer of immediately available funds, certified check or such other method as the Company shall determine sufficient to satisfy any reduction of delivered shares via a applicable employment taxes and any U.S. federal, state and local and non-U.S. withholding requirements. The Company may determine to satisfy any such employment tax and/or withholding obligations through net settlement agreement with the Companysettlement, but is under no obligation to do so.)
(c) The Company may, in the Company’s its sole discretion, for withholding tax purposesin lieu of delivering shares of Common Stock in settlement of the Vested RSUs pursuant to Section 3(b), and (b) enter your name on the books of the Company as the shareholder of record with respect elect to pay cash for the shares of Common Stock that would otherwise have been delivered on the Settlement Date, less applicable employment taxes and withholding, at a price per share of Common Stock equal to youthe Fair Market Value as of the Settlement Date.
(d) Notwithstanding the forgoing, all RSUs will vest in full upon the consummation of a Change in Control (such date also a “Vesting Date”), subject to the Participant continuing to actively and without interruption remain Employed through the date such Change in Control is consummated.
Appears in 1 contract
Samples: Restricted Stock Unit Grant Agreement (IASIS Healthcare LLC)
Vesting and Settlement. Your “Vesting Start Date” for the 2024 2023 RSUs is the Grant Date. Subject to your continued service through the applicable vesting date, 5033% of your 2024 2023 RSUs will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 2nd 3rd annual anniversary of the Vesting Start Date. If (i) your service is terminated by as a result of a “Qualifying Termination” (as that term is defined in the Company for reasons other than Cause or performanceCompany’s Executive Severance Plan as of the Grant Date), (ii) such termination Qualifying Termination occurs within 12 months following a Change in Control, and (iii) and subject to you executing a Separation Agreement and General Release (a “Release”) prepared by ” (as that term is defined in the Company, ’s Executive Severance Plan as of the Grant Date) then any unvested portion of your 2024 2023 RSUs will vest on your “Release Effective Date” (as that term is defined in the date your Release becomes effective and irrevocableCompany’s Executive Severance Plan as of the Grant Date). If your service terminates for any other reason before your 2024 2023 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2024 2023 RSUs upon such termination of your service. You will have no right or interest in any forfeited 2023 RSUs and neither the Company nor any Affiliate will have any further obligations under this Agreement. Subject to Section 6 (Taxes) of this Agreement, any portion of your 2024 2023 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2024 2023 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2024 2023 RSUs that vest on the vesting date (subject to any reduction of delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposes), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Benson Hill, Inc.)
Vesting and Settlement. Your Consistent with Section 3.3(a) of your Employment Agreement, your “Vesting Start Date” for the 2024 2023 RSUs is the Grant Date. Subject to your continued service through the applicable vesting date, 5033% of your 2024 2023 RSUs will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 2nd 3rd annual anniversary of the Vesting Start Date. If (i) your service is terminated by under Section 4.2 of your Employment Agreement as a result of the Company terminating you without “Cause” (as that term is defined in Section 4.1 of your Employment Agreement) or by you resigning for reasons other than Cause or performance“Good Reason” (as that term is defined in Section 4.1 of your Employment Agreement), (ii) such resignation or termination occurs within 12 months following a Change in Control, or if the circumstances that ultimately give rise to such resignation or termination occur within the three months prior to a Change in Control, and (iii) and subject to you executing a Separation Agreement and General Release (a “Release”) prepared by the Company” (as that term is defined in Section 4.2 of your Employment Agreement), then any unvested portion of your 2024 2023 RSUs will vest on the date your “Release becomes effective and irrevocableEffective Date” (as that term is defined in Section 4.2 of your Employment Agreement). If your service terminates for any other reason before your 2024 2023 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2024 2023 RSUs upon such termination of your service. You will have no right or interest in any forfeited 2023 RSUs and neither the Company nor any Affiliate will have any further obligations under this Agreement. Subject to Section 6 (Taxes) of this Agreement, any portion of your 2024 2023 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2024 2023 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2024 2023 RSUs that vest on the vesting date (subject to any reduction of delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposes), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Benson Hill, Inc.)
Vesting and Settlement. Your “Vesting Start Date” The RSUs that are granted hereby shall be subject to the Forfeiture Restrictions. The Restricted Period and all of the Forfeiture Restrictions on the RSUs shall lapse and the RSUs shall vest as follows (it being understood that the number of RSUs as to which all restrictions have lapsed and which have vested in the Recipient at any time shall be the greatest of the number of vested RSUs specified in subparagraph (a), (b), (c) or (d) below):
(a) The Recipient shall become vested as to the RSUs pursuant to the following vesting schedule: [].
(b) If the Recipient’s employment with the Company and all Subsidiaries is terminated for any reason other than death or Disability or as set forth in Section 3(d) below before all the 2024 RSUs have vested, the RSUs that have not vested shall be forfeited and the Recipient shall cease to have any rights with respect to such forfeited RSUs.
(c) In the event of the termination of the Recipient’s employment with the Company and all Subsidiaries due to death or Disability before all of the RSUs have vested, the Recipient shall be vested in the number of RSUs equal to the sum of the following: [].
(d) Notwithstanding any provision in the Employment Agreement, in the event of the termination of the Recipient’s employment with the Company and all Subsidiaries by the Company without Cause or by the Recipient for Good Reason, in each case, on or following the occurrence of a Change of Control, the RSUs that have not vested as of the date of such termination shall be 100% vested; provided, however, that this subparagraph (d) shall not apply if the Recipient is the Grant DateCovered Person or forms part of the Covered Person for purposes of such Change of Control. Subject to your continued service through satisfaction of the withholding provisions of Section 8, on the date the RSUs granted hereunder become vested, the Recipient shall be entitled to receive one Share, which shall be delivered or transferred as soon as administratively practicable thereafter in exchange for each vested RSU granted hereunder and after such delivery or transfer the Recipient shall have no further rights with respect to such RSU. The Company shall cause to be delivered or transferred to the Recipient (or the Recipient’s legal representative or heir) a stock certificate representing those Shares issued in exchange for RSUs awarded hereby or shall cause the Shares to be registered on the applicable vesting datestock transfer records in the Recipient’s name, 50% of your 2024 RSUs will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 2nd annual anniversary of the Vesting Start Date. If (i) your service is terminated and such Shares shall be transferable by the Company for reasons other than Cause or performanceRecipient (except to the extent that any proposed transfer would, (ii) such termination occurs within 12 months following a Change in Control, and (iii) and subject the opinion of counsel satisfactory to you executing a Separation Agreement and General Release (a “Release”) prepared by the Company, then any unvested portion constitute a violation of your 2024 RSUs will vest on the date your Release becomes effective and irrevocable. If your service terminates for any other reason before your 2024 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2024 RSUs upon such termination of your service. Subject to Section 6 (Taxes) of this Agreement, any portion of your 2024 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2024 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2024 RSUs that vest on the vesting date (subject to any reduction of delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposesfederal or state securities law), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Patterson Uti Energy Inc)
Vesting and Settlement. Your “Vesting Start Date” for the 2024 RSUs is the Grant Date. Subject to your continued service through the applicable vesting date, 50% of your 2024 RSUs will The RSU Award shall vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 2nd annual anniversary of the Vesting Start Date. If and settle as follows:
(i) your service is terminated by The Company shall prepare a calculation of the Company for reasons other than Cause or performancenumber of vested RSUs based on achievement of the performance conditions as set forth on Schedule A (the “Vested RSUs”) within ninety (90) days after the Vesting Date and shall issue to the Participant a number of Common Shares equal to the Vested RSUs within one hundred and twenty (120) days following the Vesting Date (the “Settlement Date”). The Common Shares issued in respect of the Vested RSUs may be evidenced in such manner as the Committee shall determine. Notwithstanding the foregoing, if the Settlement Date does not occur (i) during an “open window period” applicable to the Participant, (ii) such termination occurs within 12 months following on a Change date when the Participant is permitted to sell Common Shares pursuant to a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as determined by the Company in Controlaccordance with the Company’s theneffective policy on trading in Company securities (the “Policy”), and or (iii) on a date when the Participant is otherwise permitted to sell Common Shares on an established stock exchange or stock market, then such Common Shares will not be delivered on such Settlement Date and subject will instead be delivered on the first business day of the next occurring “open window” period applicable to you executing a Separation Agreement the Participant pursuant to such Policy (regardless of whether the Participant’s Continuous Service has terminated for any reason at such time) or the next business day when the Participant is not prohibited from selling Common Shares on the open market, but in no event later than the later of (x) December 31st of the calendar year in which the Settlement Date occurs (that is, the last day of the Participant’s taxable year in which the Settlement Date occurs), or (y) to the extent permitted by Treasury Regulations Section 1.409A-1(b)(4) without penalty, the fifteenth (15th) day of the third calendar month of the calendar year following the calendar year in which the Settlement Date occurs.
(ii) For avoidance of doubt:
(1) The Participant shall be entitled to vesting and General Release settlement of the Vested RSUs pursuant to clause (a “Release”i) prepared by of Section 3(b), on the dates provided in such clause. If the Participant’s Continuous Service is terminated for any reason after the Vesting Date, the Board may, in its sole discretion, settle the Vested RSUs in cash instead of shares based on the prevailing Fair Market Value of the Common Shares.
(2) The achievement of the performance conditions set forth on Schedule A, and the related calculations described above, shall be determined in the sole discretion of the Committee and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company, then any unvested portion of your 2024 RSUs will vest on Affiliate, the date your Release becomes effective and irrevocable. If your service terminates for any other reason before your 2024 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2024 RSUs upon such termination of your service. Subject to Section 6 (Taxes) of this AgreementParticipant, any portion holder or beneficiary of your 2024 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement any Award, and any shareholder of your 2024 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2024 RSUs that vest on the vesting date (subject to any reduction of delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposes), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Hamilton Insurance Group, Ltd.)
Vesting and Settlement. Your “Vesting Start Date” for the 2024 RSUs is the Grant DateJune 15, 2023. Subject to your continued service through the applicable vesting dateservice, 50% of your 2024 Sign-On RSUs will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 2nd annual anniversary of the Vesting Start DateJune 15, 2024. If (i) your service is terminated by under Section 4.2 of your Employment Agreement as a result of the Company terminating you without “Cause” (as that term is defined in Section 4.1 of your Employment Agreement) or by you resigning for reasons other than Cause or performance“Good Reason” (as that term is defined in Section 4.1 of your Employment Agreement), (ii) such resignation or termination occurs within 12 months following a Change in Control, or if the circumstances that ultimately give rise to such resignation or termination occur within the three months prior to a Change in Control, and (iii) and subject to you executing a Separation Agreement and General Release (a “Release”) prepared by the Company” (as that term is defined in Section 4.2 of your Employment Agreement), then any unvested portion of your 2024 2022 RSUs will vest on the date your “Release becomes effective and irrevocableEffective Date” (as that term is defined in Section 4.2 of your Employment Agreement). If your service terminates for any other reason before your 2024 Sign-On RSUs fully vest, you will automatically forfeit all interests and rights related to your unvested 2024 Sign-On RSUs upon such termination of your service. You will have no right or interest in any forfeited Sign-On RSUs and neither the Company nor any Affiliate will have any further obligations under this Agreement. Subject to Section 6 (Taxes) of this Agreement, any portion of your 2024 Sign-On RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2024 Sign-On RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2024 Sign-On RSUs that vest on the vesting date (subject to any reduction of delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposes), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Benson Hill, Inc.)
Vesting and Settlement. Your Consistent with Section 3.3(a) of your Employment Agreement, your “Vesting Start Date” for the 2024 RSUs 0000 XXXx is the Grant Date. Subject to your continued service through the applicable vesting date, 5025% of your 2024 RSUs 0000 XXXx will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 2nd 4th annual anniversary of the Vesting Start Date. If (i) your service is terminated by under Section 4.2 of your Employment Agreement as a result of the Company terminating you without “Cause” (as that term is defined in Section 4.1 of your Employment Agreement) or by you resigning for reasons other than Cause or performance“Good Reason” (as that term is defined in Section 4.1 of your Employment Agreement), (ii) such resignation or termination occurs within 12 months following a Change in Control, or if the circumstances that ultimately give rise to such resignation or termination occur within the three months prior to a Change in Control, and (iii) and subject to you executing a Separation Agreement and General Release (a “Release”) prepared by the Company” (as that term is defined in Section 4.2 of your Employment Agreement), then any unvested portion of your 2024 2022 RSUs will vest on the date your “Release becomes effective and irrevocableEffective Date” (as that term is defined in Section 4.2 of your Employment Agreement). If your service terminates for any other reason before your 2024 2022 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2024 2022 RSUs upon such termination of your service. You will have no right or interest in any forfeited 0000 XXXx and neither the Company nor any Affiliate will have any further obligations under this Agreement. Subject to Section 6 (Taxes) of this Agreement, any portion of your 2024 2022 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2024 2022 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2024 RSUs 0000 XXXx that vest on the vesting date (subject to any reduction of delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposes), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Benson Hill, Inc.)
Vesting and Settlement. Your “Vesting Start Date” for the 2024 RSUs is the Grant Date. Subject to your continued service through the applicable vesting date, 50% of your 2024 RSUs will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 2nd annual anniversary RSUs are eligible to vest upon the earlier of the Vesting Start Date. If (i) your service is terminated by the Company for reasons other than Cause June 5, 2025, or performance, (ii) such termination occurs within 12 months following a Change in Control, and Control (iii) and subject to you executing a Separation Agreement and General Release (each a “ReleaseVesting Date”) prepared by ); provided that, the CompanyPerformance Goals listed below must have been achieved, then any unvested portion or are on target to be achieved, on or prior to the applicable Vesting Date, as determined in the sole discretion of your 2024 RSUs the Committee. • [***] • [***] • [***] Notwithstanding the foregoing, this Agreement will vest on the date your Release becomes effective automatically terminate and irrevocable. If your service terminates for any other reason before your 2024 RSUs vest, you will automatically forfeit all interests and rights related to all your unvested 2024 RSUs upon such termination the earlier of (x) your serviceservice terminating for any reason before your RSUs vest, or (y) June 6, 2025. You will have no right or interest in any forfeited RSUs and neither the Company nor any Affiliate will have any further obligations under this Agreement. Subject to Section 6 (Taxes) of this Agreement, any portion of your 2024 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2024 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2024 RSUs that vest on the vesting date (subject to any reduction of delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposes), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you. Upon settlement of a vested RSU, neither the Company nor any Affiliate will have any further obligations under this Agreement with respect to such settled RSU.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Benson Hill, Inc.)
Vesting and Settlement. Your Consistent with Section 3.3(a) of your Employment Agreement, your “Vesting Start Date” for the 2024 RSUs is the Grant Date. Subject to your continued service through the applicable vesting date, 5033% of your 2024 RSUs will vest each annual anniversary of on March 29, 2025; 33% on March 29, 2026; with the Vesting Start Date, award becoming 100% vested on the 2nd annual anniversary of the Vesting Start DateMarch 29, 2027. If (i) your service is terminated by under Section 4.2 of your Employment Agreement as a result of the Company terminating you without “Cause” (as that term is defined in Section 4.1 of your Employment Agreement) or by you resigning for reasons other than Cause or performance“Good Reason” (as that term is defined in Section 4.1 of your Employment Agreement), (ii) such resignation or termination occurs within 12 months following a Change in Control, or if the circumstances that ultimately give rise to such resignation or termination occur within the three months prior to a Change in Control, and (iii) and subject to you executing a Separation Agreement and General Release (a “Release”) prepared by the Company” (as that term is defined in Section 4.2 of your Employment Agreement), then any unvested portion of your 2024 RSUs will vest on the date your “Release becomes effective and irrevocableEffective Date” (as that term is defined in Section 4.2 of your Employment Agreement). If your service terminates for any other reason before your 2024 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2024 RSUs upon such termination of your service. You will have no right or interest in any forfeited 2024 RSUs and neither the Company nor any Affiliate will have any further obligations under this Agreement. Subject to Section 6 (Taxes) of this Agreement, any portion of your 2024 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2024 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2024 RSUs that vest on the vesting date (subject to any reduction of delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposes), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Benson Hill, Inc.)
Vesting and Settlement. Your “Vesting Start Date” for the 2024 RSUs is the Grant Date. Subject to your continued service through the applicable vesting date, 5033% of your 2024 RSUs will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 2nd 3rd annual anniversary of the Vesting Start Date. If (i) your service is terminated by as a result of a termination under the Company for reasons other than Cause or performance“Conditions of Severance Benefits” (as that term is defined in the Company’s Severance Pay Plan as of the Grant Date), (ii) such termination Qualifying Termination occurs within 12 months following a Change in Control, and (iii) and subject to you executing a Separation Agreement and General Release (a “Release”) prepared by ” (as that term is defined in the Company, ’s Executive Severance Plan as of the Grant Date) then any unvested portion of your 2024 RSUs will vest on your “Release Effective Date” (as that term is defined in the date your Release becomes effective and irrevocableCompany’s Executive Severance Plan as of the Grant Date). If your service terminates for any other reason before your 2024 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2024 RSUs upon such termination of your service. You will have no right or interest in any forfeited 2024 RSUs and neither the Company nor any Affiliate will have any further obligations under this Agreement. Subject to Section 6 (Taxes) of this Agreement, any portion of your 2024 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2024 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2024 RSUs that vest on the vesting date (subject to any reduction of delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposes), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Benson Hill, Inc.)
Vesting and Settlement. Your Consistent with Section 3.3(a) of your Employment Agreement, your “Vesting Start Date” for the 2024 2023 RSUs is the Grant Date. Subject to your continued service through the applicable vesting date, 5033% of your 2024 2023 RSUs will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 2nd 3rd annual anniversary of the Vesting Start Date. If (i) your service is terminated by under Section 4.2 of your Employment Agreement as a result of the Company terminating you without “Cause” (as that term is defined in Section 4.1 of your Employment Agreement) or by you resigning for reasons other than Cause “Good Reason” (as that term is defined in Section 4.1 of your Employment Agreement), the following shall apply:
(a) Any unvested portion of your 2023 RSUs will vest on your “Release Effective Date” (as that term is defined in Section 4.2 of your Employment Agreement) as to the portion that would otherwise vest had you remained employed for 24 months following the date of your resignation or performance, termination.
(iib) such If your resignation or termination occurs within 12 months following a Change in Control, and (iii) and subject or if the circumstances that ultimately give rise to you executing your resignation or termination occur within the three months prior to a Separation Agreement and General Release (a “Release”) prepared by the CompanyChange in Control, then any unvested portion of your 2024 2023 RSUs will vest shall become fully vested on the date your Release becomes effective and irrevocableEffective Date. If your service terminates for any other reason before your 2024 2023 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2024 2023 RSUs upon such termination of your service. You will have no right or interest in any forfeited 2023 RSUs and neither the Company nor any Affiliate will have any further obligations under this Agreement with respect to such forfeited 2023 RSUs. Subject to Section 6 (Taxes) of this Agreement, any portion of your 2024 2023 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2024 2023 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2024 2023 RSUs that vest on the vesting date (subject to any reduction of delivered shares via a net settlement agreement with the Company, in the Company’s discretion, for withholding tax purposes), and (b) enter your name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to you. Upon settlement of a vested 2023 RSU, neither the Company nor any Affiliate will have any further obligations under this Agreement with respect to such settled 2023 RSU.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Benson Hill, Inc.)