Vesting, Distribution Sample Clauses
The Vesting, Distribution clause defines how and when ownership rights or benefits, such as shares or profits, are granted and distributed to eligible parties over time. Typically, this clause outlines a schedule or set of conditions that must be met before recipients fully acquire their entitlements, such as employees earning stock options gradually over several years. Its core function is to incentivize long-term commitment and performance while protecting the company or entity from immediate or unearned claims.
Vesting, Distribution. (a) The Restricted Stock Units shall not be vested as of the Award Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. After the Award Date, the Restricted Stock Units will become 100% vested on the date that is six months after the Award Date (the “Vesting Date”), provided that Director remains a director of the Company continuously through such Vesting Date. Restricted Stock Units that have vested and are no longer subject to forfeiture are referred to herein as “Vested Units.” Restricted Stock Units that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.”
(b) The provisions of the Plan relating to the Restricted Stock Units, including all amendments, revisions and modifications thereto as may hereafter be adopted, are hereby incorporated into this Agreement as if set forth in full herein.
(c) In the event Director ceases to be a director of the Company prior to the Vesting Date for any reason, including by reason of death while in office, the Director becoming Disabled (unless the Board of Directors in its sole discretion determines that the Restricted Stock Units shall continue to vest following the death or disability of Director), resignation, disqualification or removal, Director shall, for no consideration, forfeit and surrender to the Company the Unvested Units held by Director on the date of such termination.
(d) Director has no rights, partial or otherwise in the Restricted Stock Units and/or the shares of Common Stock subject thereto unless and until the Restricted Stock Units have vested pursuant to this Section 2. ▇▇▇▇▇▇ Engineering Group Inc. Restricted Stock Unit Agreement
(e) On the date Director’s service as a member of the Board of Directors terminates for any reason, Director shall be entitled to receive one share of Common Stock (subject to adjustment pursuant to Section 5 of the Plan) for each Vested Unit in accordance with the terms and provisions of this Agreement and the Plan. The Company will transfer such Shares to Director or Director’s designee subject to Participant’s satisfaction of any required tax withholding obligations as set forth in Section 5 hereof and any other restrictions, if any, imposed by the Company pursuant to the terms and conditions of the Plan and this Agreement.
(f) The Restricted Stock Units may not be sold, assigned, hypothecated, transferred or otherwise disposed of other than by will or by the laws of descent an...
Vesting, Distribution. The Restricted Stock Units will vest 100% on the fourth anniversary of the Grant Date. The Company will issue to you a number of Shares equal to the number of your vested Restricted Stock Units (including any dividend equivalents described in Section 8, below) within six weeks following any vesting date, provided that you have been continuously employed by the Company and all other conditions and restrictions are met during the period beginning on the Grant Date and ending on the vesting date (the “Restricted Period”). Notwithstanding the preceding sentence, if you terminate employment during the Restricted Period due to death, Disability or Retirement, and all other conditions and restrictions are met during the Restricted Period, you will vest in your Restricted Stock Units on a pro rata basis (based on the length of time you were employed during the Restricted Period), and the Company will issue you a number of Shares equal to the number of your vested Restricted Stock Units (including any dividend equivalents described in Section 6, below) within six weeks following your separation from service. Upon termination of your employment during the Restricted Period for any reason other than death, Disability or Retirement, the Restricted Stock Units will automatically be forfeited in full and canceled by the Company as of 11:00 p.m. CT (midnight ET) on the date of such termination of employment. For purposes of this Agreement, the terms “Disability” and “Retirement” shall have the meanings ascribed to those terms under any retirement plan of the Company which is qualified under Section 401 of the Code (which currently provides for retirement on or after age 55, provided you have been employed by the Company and/or one or more Affiliates for at least ten years, or retirement on or after age 62), or under any disability or retirement plan of the Company or any Affiliate applicable to you due to employment by a non-U.S. Affiliate or employment in a non-U.S. location, or as otherwise determined by the Committee.
Vesting, Distribution. (a) The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement.
(b) The number of restricted stock units earned under this Agreement shall be equal to the sum of the following (the “Earned Net Earnings Growth Restricted Stock Units”):
1. An amount, not less than zero, equal to one-third of the Target Net Earnings Growth Restricted Stock Units multiplied by the Net Earnings Growth Performance Multiplier (as defined herein) determined based upon the growth in the Company's Net Earnings (as defined herein) over the period starting on the first day of the Company's third quarter of fiscal 2015 and ending on the last day of the Company's second quarter of fiscal 2016; plus
2. An amount, not less than zero, equal to (A) two-thirds of the Target Net Earnings Growth Restricted Stock Units multiplied by the Net Earnings Growth Performance Multiplier determined based upon the average growth in the Company's Net Earnings over the period starting on the first day of the Company's third quarter of fiscal 2015 and ending on the last day of the Company's second quarter of fiscal 2017, minus (B) the amount determined pursuant to paragraph 2(d)(1) above; plus Restricted Stock Unit Agreement – Performance Shares – Net Earnings Growth
3. An amount, not less than zero, equal to (A) the Target Net Earnings Growth Restricted Stock Units multiplied by the Net Earnings Growth Performance Multiplier determined based upon the average growth in the Company's Net Earnings over the period starting on the first day of the Company's third quarter of fiscal 2015 and ending on the last day of the Company's second quarter of fiscal 2018, minus (B) the amount determined pursuant to paragraphs 2(d)(1) and 2(d)(2) above. The Net Earnings Growth Performance Multiplier for purposes of the above calculations will be determined by reference to the following table based upon the average growth in the Company's Net Earnings over the relevant fiscal periods: Less than 5% 0 5% 50% 10% 100% 15% 150% 20% or greater 200% If the Company's average growth in Net Earnings over the applicable fiscal periods is between 5% and 10%, 10% and 15%, or 15% and 20%, the Net Earnings Growth Performance Multiplier will be determined using straight line interpolation based on the actual average growth in Net Earnings. “For purposes of this Section 2(b), “Net Earnings” for any fisc...
Vesting, Distribution. (a) The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement.
(b) The number of restricted stock units earned under this Agreement (the “Earned TSR Restricted Stock Units”) shall be equal to the Target TSR Restricted Stock Units multiplied by the TSR Performance Multiplier (as defined herein). The “TSR Performance Multiplier” will be determined by comparing the Company’s total stockholder return to the total stockholder return of each of the companies in the Industry Peer Group (as set forth below) over the three-year period immediately following the Award Date (the “Performance Period”). For purposes of computing total stockholder return, the beginning stock price will be the average stock price over the 30 calendar day period ending on the Award Date and the ending stock price will be the average stock price over the 30 calendar day period ending on the last day of the Performance Period. Any dividend payments over the performance period by a company will be deemed re-invested on the ex-dividend date in additional shares of the company. The TSR Performance Multiplier will be calculated as set forth in the following table based upon the Company’s total stockholder return over the Performance Period when ranked against the total stockholder return over the Performance Period of each of the companies in the Industry Peer Group: Restricted Stock Unit Agreement (Performance Shares - TSR) 2 of 6 Below 30th percentile 0 30th percentile 50% 50th percentile 100% 70th percentile or above 150% If the Company’s total stockholder return over the Performance Period is between the 30th and 50th percentiles or 50th and 70th percentiles when ranked against the total stockholder return over the Performance Period of each of the companies in the Industry Peer Group, the TSR Performance Multiplier will be determined using straight line interpolation based on the actual percentile ranking. The “Industry Peer Group” consists of the following companies: AECOM Technology Corporation, Chicago Bridge & Iron Company, Computer Sciences Corporation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AG, Fluor Corporation, KBR, Inc., L-3 Communications Holdings, Inc., SAIC, Inc., ▇▇▇▇ Group Inc. and URS Corporation, or any successors thereto, in each case, to the extent each is a publicly-traded corporation throughout the entire Performance Period.
(a) After the Award Date, a nu...
Vesting, Distribution. The Performance Share Units, to the extent earned based on attainment of the performance measures as determined by the Compensation Committee in accordance with Section 2 above, will fully vest on the last day of the Performance Period, provided that you have not incurred a Termination of Employment during the period beginning on the Grant Date and ending on the last day of the Performance Period (the “Vesting Period”), and in no event later than two and one-half months after the end of the calendar year in which the end of the Vesting Period occurs. The Company will issue to you a number of Shares equal to the number of Performance Share Units that are earned (including any dividend equivalents described in Section 7, below) as soon as practicable following the end of the Vesting Period. Notwithstanding the preceding sentence, if you incur a Termination of Employment during the Vesting Period as a result of your death, Disability or Retirement (other than if you Retire on or before the last day of the second fiscal quarter of the fiscal year in which the Grant Date occurs, as provided in Section 5 below), you will remain entitled to receive a number of Shares equal to the number of Performance Share Units that are earned (including any dividend equivalents described in Section 7, below) based on actual performance over the 3-fiscal year Performance Period, as soon as practicable following the end of the Vesting Period, and in no event later than two and one-half months after the end of the calendar year in which the end of the Vesting Period occurs. Upon your Termination of Employment during the Vesting Period for any reason other than death, Disability or Retirement, including a Termination of Employment during the Vesting Period that results from your Retirement on or before the last day of the second fiscal quarter of the fiscal year in which the Grant Date occurs, the Performance Share Units will automatically be forfeited in full and canceled by the Company as of 11:00 p.m. CT (midnight ET) on the date of such Termination of Employment. For purposes of this Agreement, the term “Disability” shall have the meaning ascribed to it under the Global Disability Policy maintained by the Committee or its delegate and the term “Retirement” shall mean the earlier of: (i) Termination of Employment from the Company or an Affiliate on or after attaining age 55 with 10 years of service; (ii) Termination of Employment on or after attaining age 62; or (iii) if, on yo...
Vesting, Distribution a. The Restricted Stock Units will vest 100% on the first anniversary of the Grant Date. The Company will issue to you a number of Shares equal to the number of your vested Restricted Stock Units (including any dividend equivalents described in Section 3, below) as soon as practicable following the vesting date, but no later than six weeks following the vesting date.
b. Notwithstanding Section 2(a), 100% of the Restricted Stock Units will vest on the Departure Date (defined below) and the Company will issue you a number of Shares equal to the number of your vested Restricted Stock Units (including any dividend equivalents described in Section 3, below) as soon as practicable following the Departure Date, but no later than six weeks following the Departure Date. As used herein, “Departure Date” shall mean the date on which you incur a “separation from service” from the Company (within the meaning of Section 409A of the Code).
Vesting, Distribution. (a) The Award shall not be vested as of the Award Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement.
(b) The number of restricted stock units earned under this Agreement (the “Earned Restricted Stock Units”) shall be equal to the Target Restricted Stock Units multiplied by the Stock Performance Multiplier (as defined herein). The “Stock Performance Multiplier” is the quotient obtained by dividing the Ending Average Stock Price (as defined herein) by the Beginning Average Stock Price (as defined herein), subject to a maximum Stock Performance Multiplier of 2.0. Notwithstanding the preceding sentence, the Stock Performance Multiplier will be zero if the Ending Average Stock Price is less than 50% of the Beginning Average Stock Price. For purposes of this Agreement, the “Beginning Average Stock Price” is the average closing price of the Jacobs Common Stock over the 60 calendar day period ending on the Award Date, and the “Ending Average Stock Price” is the average closing price of the Jacobs Common Stock over the 60 calendar day period ending on the third anniversary of the Award Date.