Vesting Condition Sample Clauses
A Vesting Condition clause defines the requirements that must be met before a party gains full rights to certain benefits, such as shares, options, or other entitlements. Typically, this clause outlines a schedule or specific milestones—like continued employment over a set period or achievement of performance targets—that must be satisfied for the benefits to become fully owned or exercisable. Its core practical function is to incentivize long-term commitment or performance by ensuring that benefits are only granted once the agreed-upon conditions are fulfilled, thereby protecting the interests of the granting party.
Vesting Condition. All of the Restricted Stock Units are nonvested and forfeitable as of the Grant Date. So long as you continue to be an Eligible Person through the applicable date upon which vesting is scheduled to occur, one-fourth of the Restricted Stock Units will vest and become nonforfeitable on each anniversary of the Grant Date, such that 100% of the Restricted Stock Units will be vested and nonforfeitable on the 4th anniversary of the Grant Date.
Vesting Condition. The portion of the RSUs that have a Vesting Date after the end of a Severance Period and any Retained Dividend Equivalents and Retained Distributions related thereto shall be completely forfeited on the date of any such termination. If the Participant’s Employment is terminated prior to the satisfaction of the 162(m) Vesting Condition and the Committee later determines that the 162(m) Vesting Condition was not satisfied, then the RSUs and any Retained Dividend Equivalents and Retained Distributions related thereto shall be forfeited immediately upon such determination. For purposes of this Section 5, a temporary leave of absence shall not constitute a termination of Employment or a failure to be continuously employed by the Company or any Affiliate regardless of the Participant’s payroll status during such leave of absence if such leave of absence is approved in writing by the Company or any Affiliate; provided, that such leave of absence constitutes a bona fide leave of absence and not a Separation From Service under Treas. Reg. 1.409A-1(h)(1)(i). Notice of any such approved leave of absence should be sent to the Company at One Time Warner Center, New York, New York 10019, attention: Director, Global Stock Plans Administration, but such notice shall not be required for the leave of absence to be considered approved. Furthermore, if the Participant terminates Employment pursuant to Section 4.2 of the Employment Agreement (or for any comparable material breach of a successor employment agreement between the Participant and the Company or an Affiliate), it will be deemed a termination without Cause for purposes of this Section 5, regardless of whether it occurs prior to, upon or after the closing of the transactions contemplated by, or following the termination of, the Merger Agreement. In the event the Participant’s Employment with the Company or any of its Affiliates is terminated, the Participant shall have no claim against the Company with respect to the RSUs and related Retained Dividend Equivalents and Retained Distributions, if any, other than as set forth in this Section 5 (and, if applicable, Section 6), the provisions of this Section 5 (and, if applicable, Section 6) being the sole remedy of the Participant with respect thereto.
Vesting Condition. The Units will vest if and when the Stock Price Condition (as defined below) is met prior to the Expiration Date specified above.
Vesting Condition. The “Time-Vesting Condition” shall be satisfied on the third anniversary of the Date of ▇▇▇▇▇, subject to the Grantee’s continued Service on such date. For purposes of this Agreement, “Service” means providing services as an active employee, to, or for the benefit of, any member of the Company Group. Exhibit 10.4
Vesting Condition. Except as provided otherwise in this Agreement or the Plan (including but not limited to Section 10(c) of the Plan which provides for accelerated vesting upon certain terminations in connection with a Change of Control), and subject to Grantee’s continuous Service (as defined below), the Shares shall vest, and the forfeiture provisions set forth in this Agreement shall lapse as follows: [Insert Vesting Schedule]
Vesting Condition. As provided in the Plan and in this Agreement, the Stock Award can be fully vested immediately on condition that the Employee is an employee or director of, or consultant to, the Company or any of its subsidiaries and has continuously served in such capacities for two (2) years since this Stock Award has been vested (the “Vesting Period”). If the Employee ceases to be employed by, or provide services to, the Company or any of its subsidiaries for any reason (other than death) during the Vesting Period, the Employee should automatically transfer this Stock Award to the Company, without any other action by the Employee or any permitted transferee of the Employee.
Vesting Condition. Notwithstanding the provisions of Participant’s Award Summary and Section 2(a) hereof, if it shall be determined at any time subsequent to the Grant Date that Participant has, during the year in which the Grant Date occurs (the “Grant Year”), (i) failed to comply with Company policies and procedures, including the Code of Ethics and Business Conduct, (ii) violated any law or regulation, (iii) engaged in negligent or willful misconduct, or (iv) engaged in activity resulting in a significant or material ▇▇▇▇▇▇▇▇-▇▇▇▇▇ control deficiency, and such failure, violation, misconduct or activity (1) demonstrates an inadequate sensitivity to the inherent risks of Participant’s business line or functional area, and (2) results in, or is reasonably likely to result in, a material adverse impact (whether financial or reputational) on the Company or Participant’s business line or functional area, all or part of the Units that have not yet become vested at the time of such determination may be cancelled and, if so cancelled, such Units will not become vested on the Scheduled Vesting Date. “Inadequate sensitivity” to risk is demonstrated by imprudent activities that subject the Company to risk outcomes in future periods, including risks that may not be apparent at the time the activities are undertaken. The manner in which such determination is made, and the extent of any such cancellation of the unvested Units, shall be in accordance with the provisions of Section 2(f)(B) below.
Vesting Condition. Except as otherwise provided in this Section 3, the Award shall vest [ • ]. The period of time prior to the vesting shall be referred to herein as the “Restriction Period.”
Vesting Condition. In order to become vested in the Units, Participant must remain engaged as a Director until the first anniversary of the Grant Date (the “Vesting Date”). Notwithstanding the foregoing, the Units held by Participant shall vest upon the date of Participant’s separation from service as a Director if such separation is due to death or Disability.
Vesting Condition. Seventy-five percent (75%) of the target number of Restricted Stock Units shall be subject to the Relative TSR Vesting Condition. The shares subject to the Relative TSR Vesting Condition shall vest based on the Company’s relative Total Shareholder Return for the Performance Period as compared to the Total Shareholder Return of the members of the Comparator Group, as follows, subject to Participant’s Continuous Service through the Certification Date (as defined below): <10th percentile 0% 10th percentile 25% 50th percentile 100% 90th percentile 200% Linear interpolation shall be used to determine the percentage of the target number of Restricted Stock Units that satisfy the Relative TSR Vesting Condition between each percentile listed. To determine such relative Total Shareholder Return, the Committee will calculate the Total Shareholder Return of the Company and each member of the Comparator Group for the Performance Period, and the Company and each member of the Comparator Group will be ranked in order of maximum to minimum according to their respective Total Shareholder Return for the Performance Period, with the company with the highest return ranked as 1. After this ranking, the percentile performance of the Company relative to the Comparator Group will be determined as follows: P 1 R-1 N-1