Vesting Date; Settlement Clause Samples
The "Vesting Date; Settlement" clause defines when a recipient's rights to certain benefits, such as stock options or equity awards, become fully established and non-forfeitable, and outlines the process by which these benefits are delivered. Typically, this clause specifies a schedule or conditions under which vesting occurs, such as continued employment over a set period, and details how and when the vested benefits will be settled, for example, through the issuance of shares or payment of cash. Its core function is to provide clear rules for when and how recipients gain access to their benefits, thereby ensuring predictability and fairness in the administration of incentive plans.
Vesting Date; Settlement. The Restricted Stock Units shall become vested as follows:
(a) On the third anniversary of the Grant Date, a number of Restricted Stock Units shall vest based on the extent to which the Company has satisfied the performance conditions set forth on Schedule I to this Agreement, provided that the Participant is continuously employed by the Company through such date; or
(b) If the Participant’s employment is terminated prior to the third anniversary of the Grant Date due to Disability or death, then the Restricted Stock Units shall vest on a pro rata basis at Target level (as described on Schedule I) effective as of the Participant’s termination date (rounded up to the next whole share), provided that the Participant is continuously employed by the Company through such date, with such pro rata vesting to occur on the following schedule: Date of Termination due to Disability or death: Amount Vested On or prior to first anniversary of Grant Date 1/3 of Target level After first anniversary of Grant Date but on or prior to second anniversary of Grant Date 2/3 of Target level After second anniversary of Grant Date but prior to third anniversary of Grant Date Target level Notwithstanding the foregoing, if within the one (1)-year period following a Change in Control, but prior to the vesting event described in clause (a) above, the Participant’s employment is terminated by the Company or its affiliate without Cause, then the Restricted Stock Units held by such Participant shall vest at Target level effective as of the Participant’s termination date subject to the Participant's execution of an effective general release and waiver (without revocation during any revocation period) of all claims against the Company, its affiliates and their respective officers and directors related to the Participant’s employment, in a form acceptable to the Company at the Participant’s termination of employment, not later than 50 days after the Participant’s termination date. Upon the occurrence of the date of vesting described above, the Company shall deliver to the Participant the applicable number shares of Common Stock via electronic book-entry issuance.
Vesting Date; Settlement. The Restricted Stock Units shall become vested as follows: 100% of the Restricted Stock Units shall vest on (i) the third anniversary of the Grant Date; provided that the Participant remains continuously employed by the Company through such date; or (ii) the date of the Participant’s employment is terminated due to Disability or death. Notwithstanding the foregoing, if within the one-year period following a Change in Control the Participant’s employment is terminated by the Company or its affiliate without Cause, all Restricted Stock Units held by such Participant shall immediately vest as of the effective date of such termination of the Participant’s employment subject to the Participant's execution of an effective general release and waiver of all claims against the Company, its affiliates and their respective officers and directors related to the Participant’s employment, in a form acceptable to the Company at the Participant’s termination of employment. Upon the occurrence of the date of vesting described above, the Company shall deliver to the Participant the applicable number shares of Common Stock via electronic book-entry issuance. If and when cash dividends or other cash distributions are paid or distributed with respect to the Common Stock while the Restricted Stock Units are outstanding, the dollar amount of such dividends or distributions with respect to the number of shares of Common Stock then underlying the Restricted Stock Units shall be reflected in a notional account maintained by the Company on your behalf. Any such cash dividends or other cash distributions shall vest and be paid in cash if and at such times as the underlying Restricted Stock Units are vested and paid.
Vesting Date; Settlement. The Restricted Stock Units shall become vested as follows:
(a) On the third anniversary of the Grant Date, a number of Restricted Stock Units shall vest based on the extent to which (based on percentage) the Company has satisfied or exceeded the performance conditions set forth on Schedule I to this Agreement, provided that the Participant is continuously employed by the Company through such anniversary (except as provided in clauses (b) and (c) below); or
(b) If the Participant’s employment is terminated prior to the third anniversary of the Grant Date due to Disability or death, then the Restricted Stock Units (rounded up to the next whole share) shall vest based upon product of (i) multiplied by (ii), where:
(i) Equals the fraction of (A) over (B), where:
(A) The numerator, equals the number or whole months in the performance period during which the Participant was continuously employed by the Company; and
(B) The denominator, equals thirty-six (36); and
(ii) Equals the number of Restricted Stock Units that would have vested based on the extent to which (based on percentage) the Company has satisfied or exceeded the performance conditions set forth on Schedule I to this Agreement, determined as of the last day of the month during which the Participant’s employment is terminated.
Vesting Date; Settlement. The Restricted Stock Units shall become vested as follows:
(a) On the third anniversary of the Grant Date, a number of Restricted Stock Units shall vest based on the extent to which the Company has satisfied the performance conditions set forth on Schedule I to this Agreement, provided that the Participant is continuously employed by the Company through such date (except as provided in clause (c) below); or
(b) If the Participant’s employment is terminated prior to the third anniversary of the Grant Date due to Disability or death, then the Restricted Stock Units shall vest on a pro rata basis at Target level (as described on Schedule I) effective as of the Participant’s termination date (rounded up to the next whole share), provided that the Participant is continuously employed by the Company through such date, with such pro rata vesting to occur on the following schedule:
Vesting Date; Settlement. The Restricted Stock Units shall become vested as follows: 100% of the Restricted Stock Units shall vest on (i) the third anniversary of the Grant Date; provided that the Participant remains continuously employed by the Company through such date; or (ii) the date of the Participant’s employment is terminated (a) due to Disability or death or (b) without Cause (and other than as a result of Participant’s death or Disability) during the six (6) month period prior to third anniversary of the Grant Date. Notwithstanding the foregoing, if within the one-year period following a Change in Control the Participant’s employment is terminated by the Company or its affiliate without Cause, all Restricted Stock Units held by such Participant shall immediately vest as of the effective date of such termination of the Participant’s employment subject to the Participant's execution of an effective general release and waiver of all claims against the Company, its affiliates and their respective officers and directors related to the Participant’s employment, in a form acceptable to the Company at the Participant’s termination of employment. Upon the occurrence of the date of vesting described above, the Company shall deliver to the Participant the applicable number shares of Common Stock via electronic book-entry issuance. If and when cash dividends or other cash distributions are paid or distributed with respect to the Common Stock while the Restricted Stock Units are outstanding, the dollar amount of such dividends or distributions with respect to the number of shares of Common Stock then underlying the Restricted Stock Units shall be reflected in a notional account maintained by the Company on your behalf. Any such cash dividends or other cash distributions shall vest and be paid in cash if and at such times as the underlying Restricted Stock Units are vested and paid.
Vesting Date; Settlement. The Restricted Stock Units shall become vested as follows:
(a) On the third anniversary of the Grant Date, a number of Restricted Stock Units shall vest based on the extent to which (based on percentage) the Company has satisfied or exceeded the performance conditions set forth on Schedule I to this Agreement, provided that the Participant is continuously employed by the Company through such anniversary (except as provided in clauses (b) and (c) below); or
(b) If the Participant’s employment is terminated prior to the third anniversary of the Grant Date due to Disability or death, then the Restricted Stock Units (rounded up to the next whole share) shall vest based upon product of (i) multiplied by (ii), where:
(i) Equals the fraction of (A) over (B), where: (A) The numerator, equals the number or whole months in the performance period during which the Participant was continuously employed by the Company; and
Vesting Date; Settlement. The Restricted Stock Units shall become vested as follows: