Vesting; Forfeiture Sample Clauses

Vesting; Forfeiture. (a) Subject to the Participant’s continued employment or service through the applicable vesting date and except as otherwise provided in this Section 3, the Award shall vest at the time(s) set forth on the signature page hereto. The Administrator has authority to determine whether and to what degree the Award shall be deemed vested. (b) Notwithstanding Section 3(a) herein, with respect to Employees and Consultants, in the event that the Participant’s employment or service with the Company is terminated due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Award as of each applicable vesting date, determined as of the date of the Qualifying Termination in accordance with the provisions of this Section 3(b), shall be deemed vested. The pro-rata portion of the unvested Shares subject to the Award that shall be deemed vested as of each applicable vesting date shall be determined by multiplying the total number of the unvested Shares subject to vesting on the applicable vesting date, by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Award shall be forfeited as of the date of the Qualifying Termination. (c) Notwithstanding Section 3(a) herein, with respect to Directors, in the event that the Participant’s employment or service with the Company is terminated due to death or Disability, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become fully vested effective as of the Participant’s Termination Date. (d) Notwithstanding Section 3(a) herein, in the event of a Change of Control, then the Award shall, to the extent not then vested or previously forfeited or cancelled, become vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall become fully vested as of the date of the Change of Control. (ii)...

Vesting; Forfeiture. (a) The Restricted Incentive Units that comprise the Subject Award shall be subject to a Performance Period that shall terminate on the Vesting Date based on the attainment and certification of the Performance Goal as described Schedule A; provided that Participant is in the continuous service of the Company or its Affiliates until such Vesting Date. (b) The Restricted Incentive Units shall be forfeited to the Company at no cost to the Company if Participant’s employment or service with the Company or its Affiliates terminates prior to the termination of the Performance Period applicable to such Restricted Incentive Units; provided, however: (i) if a Qualifying Termination occurs during the Performance Period and prior to the occurrence of a Change of Control that occurs following the date hereof, a Prorated Amount of the Restricted Incentive Units shall remain eligible for vesting on the Vesting Date, based on the attainment and certification of the Performance Goal as described Schedule A; (ii) if a Change of Control occurs following the date hereof, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Period shall terminate; or (iii) if, during the Performance Period, the Participant dies or he or she becomes disabled and qualified to receive benefits under the Company’s long-term disability plan, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Period shall terminate. Notwithstanding the foregoing, to the extent the Subject Award is subject to Section 409A, in no event shall any Units be delivered when Participant becomes disabled and qualified to receive benefits under the Company’s long-term disability plan unless Participant incurs a “disability” within the meaning of Treas. Reg. Section 1.409A-3(i)(4). Notwithstanding anything herein to the contrary, if, at the time of a Participant’s termination of employment or service with the Company or its Affiliates, such Participant is a “specified employee” (as defined in Section 409A of the Code), and the deferral of the commencement of any amount of the payments or benefits otherwise payable pursuant to the Plan is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then, to the extent permitted by Section 409A of the Code, such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Participant) will be defer...

Vesting; Forfeiture. Each Class P Common Unit of a Class P Limited Partner shall conditionally vest on the date that both the Class P Service Condition and the Class P Performance Condition applicable to such Class P Common Unit have been satisfied; provided, that, upon the earlier of (x) such Class P Limited Partner ceasing to be an Active Individual LP and (y) the last day of the Class P Performance Period, each such Class P Limited Partner’s unvested Class P Common Units shall be forfeited and cancelled except as follows: (A) upon such Class P Limited Partner’s Withdrawal for Cause at any time pursuant to clause (A) of Section 8.3(a)(i) (Cause), all of the vested and unvested Class P Common Units held by such Class P Limited Partner shall be forfeited and cancelled; (B) if the Class P Service Condition is satisfied on or prior to the effective date of any Withdrawal of such Class P Limited Partner resulting from Retirement but prior to the Class P Performance Condition being satisfied, all of the Class P Common Units held by such Class P Limited Partner shall be conditionally retained; provided that any Class P Common Units that have not satisfied the applicable Class P Performance Condition on or prior to the last day of the Class P Performance Period shall be forfeited and cancelled and any Class P Common Units that have satisfied the Class P Performance Condition on or prior to the last day of the Class P Performance Period shall be retained as Participating Class P Common Units; (C) if the Class P Service Condition is satisfied on or prior to the effective date of such Class P Limited Partner’s Special Withdrawal or Withdrawal (other than any Withdrawal pursuant to clause (A) of Section 8.3(a)(i) (Cause) or pursuant to clause (C) of Section 8.3(a)(i) (Resignation) as a result of Retirement), all of the Class P Common Units held by such Class P Limited Partner shall be conditionally retained until the first anniversary of the effective date of such Withdrawal or Special Withdrawal; provided that any Class P Common Units that have not satisfied the applicable Class P Performance Condition on or prior to the earlier of (i) such first anniversary date or (ii) the last day of the Class P Performance Period shall be forfeited and cancelled; and provided, further, that any Class P Common Units that have satisfied the Class P Performance Condition on or prior to such date shall be retained as Participating Class P Common Units; and (D) in the event of the death or Disability of...

Vesting; Forfeiture. Notwithstanding anything in this agreement to the contrary, the Participant shall forfeit the Restricted Units and all of the Participants rights hereunder shall cease (unless otherwise provided for by the Committee in accordance with the Plan) in the event that either: (a) the Restricted Period expires prior to the Vesting Date or (b) the Participant is removed as director of the Corporation for cause.

Vesting; Forfeiture. The Units will become vested in accordance with the schedule set forth below, if, as of the date(s) specified in the schedule, the Grantee is employed by the Company on such date: In addition, the Units will become 100% vested on the earliest to occur of the following events, if the Grantee is employed by the Company on the date of such event: (i) death of the Grantee; (ii) termination of the Grantee’s employment for Disability (as defined in the Plan); or (iii) the consent of the Human Resources Committee (the “Committee”), in its sole discretion, to vest the remaining unvested Units, at any time after three years from the Date of Grant. The date on which any Units become vested in accordance with this Section 3 is the “Vesting Date” for such Units, and such vested Units are referred to herein as, the “Vested Units.” Subject to Section 18 of the Plan, and except as expressly provided otherwise by a “Change in Control Agreement” by and between the Grantee and the Company that is in effect at the time of a Change in Control (as defined in the Plan), upon a Change in Control, the vesting of the unvested Units shall not be accelerated, but rather the Units shall continue to vest in accordance with the schedule set forth above. All of the unvested Units shall be forfeited by the Grantee to the Company if, prior to vesting in accordance with this Section 3, the Grantee’s employment with the Company terminates for any reason, other than death or Disability. Upon forfeiture, all of the Grantee’s rights with respect to the forfeited Units shall cease and terminate, without any further obligations on the part of the Company.

Vesting; Forfeiture. Subject to the terms and conditions of this Agreement and provided that the Participant continues to provide services until the Vesting Date (as defined below): (a) This award shall vest as to 33% of the original number of RSUs on the first anniversary of the Grant Date and as to an additional 8.375% of the original number of RSUs at the end of each successive full three-month period thereafter; provided, however, that if any of the foregoing dates is not a business day, then vesting shall occur on the next succeeding business day. The date on which RSUs vest may be referred to herein as the “Vesting Date.” (b) Except as otherwise provided in this Xxxxxxx 0, XXXx shall not continue to vest unless the Participant is, and has been at all times since the Grant Date, an employee, officer or director of, or consultant or advisor to, the Company. (c) In the event that the Participant’s employment with the Company ceases or is terminated for any reason, including by reason of death or disability, other than “Cause” (as defined below), then the number of RSUs which shall be vested shall be the number that are vested as of the date of actual termination. For purposes of this Section 2, “Cause” shall mean unsatisfactory job performance (as determined by the Company), willful misconduct, fraud, gross negligence, disobedience or dishonesty. In the event that the Participant’s employment with the Company is terminated for Cause, all unvested RSUs shall be forfeited effective as of the date of termination.

Vesting; Forfeiture. (a) This award shall vest on June 30, 20 (the “Vesting Date”) as to: (i) % of the original number of RSUs if each of the Revenue Target (described below) and the Earnings Target (described below) is achieved in full; (ii) % of the original number of RSUs if each of the Revenue Target and the Earnings Target is % achieved; and (iii) % of the original number of RSUs if each of the Revenue Target and the Earnings Target is % achieved. If the Revenue Target, but not the Earnings Target, is achieved in full, then only % of the RSUs shall vest and % of the RSUs shall be forfeited. If the Earnings Target, but not the Revenue Target, is achieved in full, then only % of the RSUs shall vest and % of the RSUs shall be forfeited. If neither of the Revenue Target or the Earnings Target is % achieved, then 100% of the RSUs shall be forfeited. In addition, 100% of the RSUs shall be forfeited if the Participant’s employment terminates before the Vesting Date, except as otherwise provided in this agreement. The Earnings Target and the Revenue Target are based on the performance of the Company for its fiscal year ending June 30, 20 , as previously established by the Board of Directors. The Board of Directors of the Company shall determine whether either of the Earnings Target or the Revenue Target is achieved and that determination shall be final and binding on all parties. (b) In the event that the Participant’s employment with the Company is terminated after June 30, 20 by reason of death or disability, this award shall be fully vested as to the number of RSUs that would have become vested if the Participant had continued to be employed until the Vesting Date. For this purpose, “disability” shall mean the inability of the Participant, due to a medical reason, to carry out his duties as an employee of the Company for a period of six consecutive months. In addition, if the Participant’s employment with the Company is terminated by the Company for a reason other than “Cause” (as defined below), then the number of RSUs which shall be vested shall be determined as though the Participant’s employment had terminated on the day that follows the June 30 that next follows the date of actual termination. For purposes of this Section 2, “Cause” shall mean unsatisfactory job performance (as determined by the Company), willful misconduct, fraud, gross negligence, disobedience or dishonesty.

Vesting; Forfeiture. (a) Subject to the terms and conditions of this Agreement, the Restricted Stock Units shall vest in installments on the dates and in the amounts shown below if the Participant remains continuously employed by the Company or a subsidiary of the Company until such date. April 9, 2008 71 % April 9, 2009 86 % April 9, 2010 100 % (b) Notwithstanding the vesting provisions contained in Section 3(a) above, but subject to the other terms and conditions contained herein, upon the date of the consummation of a “Change of Control” as defined in the Change of Control Severance Agreement, dated February 12, 1999, or any successor agreement thereto, between the Company and the Participant (the “Severance Agreement”), prior to any termination of the Participant’s employment with the Company or a subsidiary of the Company, all of the Restricted Stock Units granted to the Participant pursuant to this Agreement shall vest immediately. (c) Upon the Participant’s termination of employment with the Company or a subsidiary of the Company, any Restricted Stock Units that have not vested pursuant to the vesting provisions set forth in either Section 3(a) or 3(b) above shall be forfeited and all associated rights shall lapse without value. (d) Subject to the terms and conditions of this Agreement, if the Participant dies before reaching age sixty-two (62), the Participant’s legal representatives, beneficiaries or heirs, as the case may be, shall be entitled to the Restricted Stock Units that have vested pursuant to Section 3(a) or 3(b) above prior to the date of such death, but any Restricted Stock Units that have not so vested by such date shall be forfeited and all associated rights shall lapse without value.

Vesting; Forfeiture. Participant shall vest in his rights under the Restricted Shares and any accumulated dividends described in Paragraph 4 hereof, and the Employer’s right to reclaim such shares or dividends shall lapse with respect to 33.33% the Restricted Shares, on each of the first, second and third anniversaries of the [date of hire/Grant Date] (the “Vesting Dates”), provided that Participant remains continuously employed by the Employer from the Grant Date to such Vesting Date. Notwithstanding the foregoing, however, all Restricted Shares not then vested shall vest immediately if Participant’s employment with the Employer terminates due to Participant’s Disability or death. In the event of a Change of Control prior to vesting, the Committee may, in its sole discretion, accelerate vesting. If Participant’s employment with the Employer terminates other than by reason Disability or death, the Restricted Shares (to the extent not then vested) shall be forfeited as of the date Participant’s employment so terminates. As soon as administratively feasible following the vesting of the Restricted Shares, a Stock certificate evidencing the vested Restricted Shares, less the amount of Stock withheld pursuant to paragraph 7 hereof, shall be delivered without charge to the Participant, or his designated representative, free of all restrictions.

Vesting; Forfeiture. The Units are unvested when granted and will vest as described on Exhibit A, the terms of which are incorporated herein by reference.