Vesting; Effect of Termination of Service. (a) Subject to Sections 4(b) and 4(c) below, Participant’s Restricted Stock Units will vest upon the expiration of the Performance Period, subject to and contingent upon achievement of the Performance Goal described in Exhibit A hereto and Participant’s continued Service through the last day of the Performance Period. Notwithstanding the foregoing, if Participant attains at least age sixty-five (65) and completes at least five (5) years of Service (“Retirement Vesting”) and subsequently retires prior to expiration of the Performance Period, Participant shall be entitled to receive (i) the number of Restricted Stock Units that would have vested in accordance with the preceding sentence if Participant had continued Service through the last day of the Performance Period, multiplied by (ii) a fraction, the numerator of which is the number of days during the Performance Period on which Participant was providing Service, and the denominator of which is 1,095.
(b) Notwithstanding the foregoing, the Restricted Stock Units will vest in the proportion as would vest if the Performance Goal described in Exhibit A had been achieved at the Target level (as defined in Exhibit A), upon the earliest to occur of (i) Participant’s death, (ii) Participant’s becoming Disabled, provided that such condition qualifies as “disability” as defined for purposes of Section 409A, or (iii) a Change in Control that qualifies as a “change in control event” as defined for purposes of Section 409A, in each case, if prior to any forfeiture event under Section 4(c) below.
(c) If Participant’s Service is terminated for any reason before all of Participant’s Restricted Stock Units have vested under this Agreement (including pursuant to an event described in Section 4(b) above), Participant’s unvested Restricted Stock Units will be forfeited upon the effective date of such termination of Service. Neither the Corporation nor any Affiliate will have any further obligations to Participant under this Agreement if Participant’s Restricted Stock Units are forfeited.
Vesting; Effect of Termination of Service. (a) Subject to Sections 3(b) and 3(c) below, Participant’s Restricted Stock Units will vest (i) thirty-three percent (33%) on the twelve (12) month anniversary of the Award Date, provided that Participant has remained in Service continuously through such date, (ii) thirty-three percent (33%) on the twenty-four (24) month anniversary of the Award Date, provided that Participant has remained in Service continuously through such date, and (iii) thirty-four percent (34%) on the thirty-six (36) month anniversary of the Award Date, provided that Participant has remained in Service continuously through such date.
(b) Notwithstanding the foregoing, the Restricted Stock Units will vest in full upon the earliest to occur of (i) Participant’s death, (ii) Participant’s becoming Disabled, provided that such condition qualifies as “disability” for purposes of Section 409A, (iii) a Change in Control that qualifies as a “change in control event” as defined for purposes of Section 409A, or (iv) the date on which Participant has attained at least age sixty-five (65) and completed five (5) years of Service (“Retirement Vesting”), in each case, if prior to any forfeiture event under Section 3(c) below.
(c) If Participant’s Service is terminated for any reason before all of Participant’s Restricted Stock Units have vested under this Agreement (including pursuant to an event described in Section 3(b) above), Participant’s unvested Restricted Stock Units will be forfeited upon the effective date of such termination of Service. Neither the Corporation nor any Affiliate will have any further obligations to Participant under this Agreement if Participant’s Restricted Stock Units are forfeited.
Vesting; Effect of Termination of Service. (a) Subject to Sections 3(b) and 3(c) below, Participant's Restricted Stock will vest 100% on the first anniversary of the Award Date, so long as Participant has remained in Service continuously until such date.
(b) The Restricted Stock, if not sooner vested pursuant to Section 3(a), will become 100% fully vested upon the earliest of (i) Participant's death, (ii) Participant's Disability, (iii) a Change in Control, or (iv) upon the Participant’s termination due to the completion of his term of service on the Board, which shall mean the term of service on the Board commencing on the Participant’s most recent election or re-election to the Board and ending on the first anniversary thereafter unless the Director was elected for a longer or shorter period, in which event the longer or shorter period shall be the Term, in each case if prior to any forfeiture event under Section 3(c) below.
(c) If Participant terminates Service for any reason except as set forth in Section 3(b) above, and before his or her Restricted Stock has become fully vested under this Agreement, Participant's Restricted Stock will be forfeited on and after the effective date of such termination. Neither the Corporation nor any Affiliate will have any further obligations to Participant under this Agreement if Participant's Restricted Stock is forfeited.
Vesting; Effect of Termination of Service. The RSUs subject to the Award shall vest in accordance with the Vesting Schedule set forth in the Grant Notice. Unless and until the RSUs have vested in accordance with the Vesting Schedule set forth in the Grant Notice, Holder will have no right to any distribution with respect to such RSUs. In the event of Xxxxxx's Termination of Service to a Subsidiary prior to the vesting of all of the RSUs, any unvested RSUs will terminate automatically without any further action by the Company and be forfeited without further notice and at no cost to the Company.
Vesting; Effect of Termination of Service. The RSUs subject to the Award shall vest in accordance with the Vesting Schedule set forth in Exhibit B to the Grant Notice. Unless and until the RSUs have vested in accordance with the Vesting Schedule set forth in set forth in Exhibit B to the Grant Notice, Holder will have no right to any distribution with respect to such RSUs. Except as otherwise provided in Exhibit B to the Grant Notice, in the event of Holder’s Termination of Service prior to the vesting of all of the RSUs (but after giving effect to any accelerated vesting pursuant to Exhibit B to the Grant Notice), any unvested RSUs will terminate automatically without any further action by the Company and be forfeited without further notice and at no cost to the Company.
Vesting; Effect of Termination of Service. The PSUs subject to the Award shall vest in accordance with the Vesting Schedule set forth in the Grant Notice. Unless and until the PSUs have vested in accordance with the Vesting Schedule set forth in the Grant Notice, Holder will have no right to any distribution with respect to such PSUs. In the event of Xxxxxx’s Termination of Service prior to the vesting of all of the PSUs (other than a Termination of Service due to death or Disability), any unvested PSUs will terminate automatically without any further action by the Company and be forfeited without further notice and at no cost to the Company. In the event of a Termination of Service due to Xxxxxx’s death or Disability, the vesting contingent on continued service or employment shall be deemed achieved and the PSUs will remain eligible to vest if and when [the/either/any] Performance Metric has been achieved so long as the Holder (i) received the Award in his or her capacity as an Employee or Consultant, and (ii) was in good standing as of the date of Termination of Service and was employed by or providing services to the Company or an Affiliate for at least one year prior to the date of the Termination of Service.
Vesting; Effect of Termination of Service. The RSUs subject to the RSU Award shall become eligible for payment in accordance with the Vesting Schedule set forth on the first page of this Award Agreement. In the event of Participant’s Termination of Service prior to the payment of the Payout Value (as defined below) with respect to any RSUs, such RSUs will terminate automatically and be forfeited without further notice. Unless and until the Payout Value with respect to the RSUs has been paid to Participant, Participant will have no right to any distribution with respect to such RSUs.
Vesting; Effect of Termination of Service. The RSUs subject to the Award shall vest in accordance with the Vesting Schedule set forth in the Grant Notice. In addition, the RSUs will be fully vested upon (i) Holder’s Termination of Service as a result of Xxxxxx’s death, (ii) Holder’s Termination of Service as a result of Holder’s Disability, or (iii) immediately prior to a Change in Control. Unless and until the RSUs have vested in accordance with the Vesting Schedule set forth in the Grant Notice, Holder will have no right to any distribution with respect to such RSUs. In the event of Xxxxxx’s Termination of Service prior to the vesting of all of the RSUs (but after giving effect to any accelerated vesting pursuant to this Section 1.1(b)), any unvested RSUs will terminate automatically without any further action by the Company and be forfeited without further notice and at no cost to the Company.
Vesting; Effect of Termination of Service. (a) The Restricted Stock Award will vest as follows: Shares will vest on , 200 (such period between the Grant Date and the vesting date being referred to as the “Restriction Period”).
(b) Upon the Director’s termination of service as a member of the Board prior to , 200 ], for any reason, including as a result of death, retirement or disability, the Director will forfeit any remaining interest in the Restricted Stock Award and any corresponding unvested Shares.
(c) Notwithstanding the vesting date set forth in subsection (a) of this Section 2, in the event of a Change of Control, as defined herein, all unvested Shares will vest immediately. “Change of Control” means any transaction or event, or series of transactions or events, whether voluntary or involuntary, that results in, or as a consequence of which, any of the following events shall occur: (A) any person (as defined in Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)), shall acquire, directly or indirectly, beneficial ownership (as defined in Rule 13d-3 of the 1000 Xxx) of more than 50% of the voting stock of SunCom; or (B) any sale of all or substantially all of the assets of SunCom; or (C) a proxy contest for the election of directors of SunCom results in the persons constituting the Board of Directors of SunCom immediately prior to the initiation of such proxy contest ceasing to constitute a majority of the Board of Directors upon the conclusion of such proxy contest.
Vesting; Effect of Termination of Service. The PSUs subject to the Award shall vest in accordance with the Vesting Schedule set forth in the Grant Notice. Unless and until the PSUs have vested in accordance with the Vesting Schedule set forth in the Grant Notice, Holder will have no right to any distribution with respect to such PSUs. In the event of Holder’s Termination of Service prior to the vesting of all of the PSUs, any unvested PSUs will terminate automatically without any further action by the Company and be forfeited without further notice and at no cost to the Company.
