Common use of Vesting and Settlement Clause in Contracts

Vesting and Settlement. Your “Vesting Start Date” for the 2023 RSUs is the Grant Date. Subject to your continued service through the applicable vesting date, 33% of your 2023 RSUs will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 3rd annual anniversary of the Vesting Start Date. If (i) your service is terminated as a result of a “Qualifying Termination” (as that term is defined in the Company’s Executive Severance Plan as of the Grant Date), (ii) such Qualifying Termination occurs within 12 months following a Change in Control, and (iii) and subject to you executing a “Release” (as that term is defined in the Company’s Executive Severance Plan as of the Grant Date) then any unvested portion of your 2023 RSUs will vest on your “Release Effective Date” (as that term is defined in the Company’s Executive Severance Plan as of the Grant Date). If your service terminates for any other reason before your 2023 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 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 2023 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2023 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 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 2023 Annual Ltip Award (Benson Hill, Inc.)

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Vesting and Settlement. Your “Vesting Start Date” for the 2023 RSUs is the Grant DateFebruary 2, 2022. Subject to your continued service through the applicable vesting dateservice, 33% of your 2023 Sign-On RSUs will vest 25% on each annual anniversary of the Vesting Start Date, becoming fully vested (100% vested %) on the 3rd 4th annual anniversary of the Vesting Start Date. If (i) your service is terminated under Section 4.2 of your Employment Agreement as a result of a the Company terminating you without Qualifying TerminationCause” (as that term is defined in the Company’s Executive Severance Plan Section 4.1 of your Employment Agreement) or by you resigning for “Good Reason” (as that term is defined in Section 4.1 of the Grant Dateyour Employment Agreement), (ii) such Qualifying Termination 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 “Release” (as that term is defined in the Company’s Executive Severance Plan as Section 4.2 of the Grant Date) your Employment Agreement), then any unvested portion of your 2023 2022 RSUs will vest on your “Release Effective Date” (as that term is defined in the Company’s Executive Severance Plan as Section 4.2 of the Grant Dateyour Employment Agreement). If your service terminates for any other reason before your 2023 Sign-On RSUs fully vest, you will automatically forfeit all interests and rights related to your unvested 2023 Sign-On RSUs upon such termination of your service. You will have no right or interest in any forfeited 2023 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 2023 Sign-On RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2023 Sign-On RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2023 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 2023 2024 RSUs is the Grant Date. Subject to your continued service through the applicable vesting date, 33% of your 2023 2024 RSUs will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 3rd annual anniversary of the Vesting Start Date. If (i) your service is terminated as a result of a termination under the Qualifying TerminationConditions of Severance Benefits” (as that term is defined in the Company’s Executive Severance Pay Plan as of the Grant Date), (ii) such Qualifying Termination occurs within 12 months following a Change in Control, and (iii) and subject to you executing a “Release” (as that term is defined in the Company’s Executive Severance Plan as of the Grant Date) then any unvested portion of your 2023 2024 RSUs will vest on your “Release Effective Date” (as that term is defined in the Company’s Executive Severance Plan as of the Grant Date). If your service terminates for any other reason before your 2023 2024 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2023 2024 RSUs upon such termination of your service. You will have no right or interest in any forfeited 2023 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 2023 2024 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2023 2024 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2023 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 2023 RSUs 0000 XXXx is the Grant Date. Subject to your continued service through the applicable vesting date, 3325% of your 2023 RSUs 0000 XXXx will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 3rd 4th annual anniversary of the Vesting Start Date. If (i) your service is terminated as a result of a “Qualifying Termination” (as that term is defined in the Company’s Executive Severance Plan as of the Grant Date), (ii) such Qualifying Termination occurs within 12 months following a Change in Control, and (iii) and subject to you executing a “Release” (as that term is defined in the Company’s Executive Severance Plan as of the Grant Date) then any unvested portion of your 2023 2022 RSUs will vest on your “Release Effective Date” (as that term is defined in the Company’s Executive Severance Plan as of the Grant Date). If your service terminates for any other reason before your 2023 2022 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2023 2022 RSUs upon such termination of your service. You will have no right or interest in any forfeited 2023 RSUs 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 2023 2022 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2023 2022 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2023 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 2023 RSUs is the Grant DateJune 15, 2023. Subject to your continued service through the applicable vesting dateservice, 33% of your 2023 Sign-On RSUs will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 3rd annual anniversary of the Vesting Start DateJune 15, 2024. If (i) your service is terminated under Section 4.2 of your Employment Agreement as a result of a the Company terminating you without Qualifying TerminationCause” (as that term is defined in the Company’s Executive Severance Plan Section 4.1 of your Employment Agreement) or by you resigning for “Good Reason” (as that term is defined in Section 4.1 of the Grant Dateyour Employment Agreement), (ii) such Qualifying Termination 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 “Release” (as that term is defined in the Company’s Executive Severance Plan as Section 4.2 of the Grant Date) your Employment Agreement), then any unvested portion of your 2023 2022 RSUs will vest on your “Release Effective Date” (as that term is defined in the Company’s Executive Severance Plan as Section 4.2 of the Grant Dateyour Employment Agreement). If your service terminates for any other reason before your 2023 Sign-On RSUs fully vest, you will automatically forfeit all interests and rights related to your unvested 2023 Sign-On RSUs upon such termination of your service. You will have no right or interest in any forfeited 2023 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 2023 Sign-On RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2023 Sign-On RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2023 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 2023 Annual Ltip Award (Benson Hill, Inc.)

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Vesting and Settlement. Your Consistent with Section 3.3(a) of your Employment Agreement, your “Vesting Start Date” for the 2023 2024 RSUs is the Grant Date. Subject to your continued service through the applicable vesting date, 33% of your 2023 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 3rd annual anniversary of the Vesting Start DateMarch 29, 2027. If (i) your service is terminated under Section 4.2 of your Employment Agreement as a result of a the Company terminating you without Qualifying TerminationCause” (as that term is defined in the Company’s Executive Severance Plan Section 4.1 of your Employment Agreement) or by you resigning for “Good Reason” (as that term is defined in Section 4.1 of the Grant Dateyour Employment Agreement), (ii) such Qualifying Termination 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 “Release” (as that term is defined in the Company’s Executive Severance Plan as Section 4.2 of the Grant Date) your Employment Agreement), then any unvested portion of your 2023 2024 RSUs will vest on your “Release Effective Date” (as that term is defined in the Company’s Executive Severance Plan as Section 4.2 of the Grant Dateyour Employment Agreement). If your service terminates for any other reason before your 2023 2024 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2023 2024 RSUs upon such termination of your service. You will have no right or interest in any forfeited 2023 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 2023 2024 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2023 2024 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2023 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 2023 RSUs 0000 XXXx is the Grant Date. Subject to your continued service through the applicable vesting date, 3325% of your 2023 RSUs 0000 XXXx will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 3rd 4th annual anniversary of the Vesting Start Date. If (i) your service is terminated under Section 4.2 of your Employment Agreement as a result of a the Company terminating you without Qualifying TerminationCause” (as that term is defined in the Company’s Executive Severance Plan Section 4.1 of your Employment Agreement) or by you resigning for “Good Reason” (as that term is defined in Section 4.1 of the Grant Dateyour Employment Agreement), (ii) such Qualifying Termination 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 “Release” (as that term is defined in the Company’s Executive Severance Plan as Section 4.2 of the Grant Date) your Employment Agreement), then any unvested portion of your 2023 2022 RSUs will vest on your “Release Effective Date” (as that term is defined in the Company’s Executive Severance Plan as Section 4.2 of the Grant Dateyour Employment Agreement). If your service terminates for any other reason before your 2023 2022 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 2023 2022 RSUs upon such termination of your service. You will have no right or interest in any forfeited 2023 RSUs 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 2023 2022 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2023 2022 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 2023 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 Consistent with Section 3.3(a) of your Employment Agreement, your “Vesting Start Date” for the 2023 RSUs is the Grant Date. Subject to your continued service through the applicable vesting date, 33% of your 2023 RSUs will vest each annual anniversary of the Vesting Start Date, becoming 100% vested on the 3rd annual anniversary of the Vesting Start Date. If (i) your service is terminated under Section 4.2 of your Employment Agreement as a result of a the Company terminating you without Qualifying TerminationCause” (as that term is defined in the Company’s Executive Severance Plan Section 4.1 of your Employment Agreement) or by you resigning for “Good Reason” (as that term is defined in Section 4.1 of the Grant Dateyour Employment Agreement), (ii) such Qualifying Termination 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 “Release” (as that term is defined in the Company’s Executive Severance Plan as Section 4.2 of the Grant Date) your Employment Agreement), then any unvested portion of your 2023 RSUs will vest on your “Release Effective Date” (as that term is defined in the Company’s Executive Severance Plan as Section 4.2 of the Grant Dateyour Employment Agreement). If your service terminates for any other reason before your 2023 RSUs vest, you will automatically forfeit all interests and rights related to your unvested 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 2023 RSUs that has achieved the vesting requirements will be settled within 60 days following the applicable vesting date. Upon settlement of your 2023 RSUs, the Company shall (a) issue and deliver to you the number of shares of Common Stock equal to the number of 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 2023 Annual Ltip Award (Benson Hill, Inc.)

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