Common use of Vesting Forfeiture and Settlement Clause in Contracts

Vesting Forfeiture and Settlement. (a) Unless vested earlier in accordance with other provisions of this Agreement, Restricted Stock Units shall vest on the fourth anniversary of the Grant Date, provided that Grantee has not Separated from Service or otherwise ceased to be an employee of the Company, an Affiliate or a Subsidiary prior to that vesting date. (b) Notwithstanding the provisions of Article III, Section (a) of this Agreement, in the event of Xxxxxxx's Separation from Service on account of death, Disability or Retirement prior to the fourth anniversary of the Grant Date, the Restricted Stock Units shall vest immediately; provided, however, that no such vesting shall occur upon a Separation from Service on account of Grantee's Retirement unless such Separation from Service occurs more than twelve months after the Grant Date. (c) Upon Grantee's Separation from Service or other termination of employment with the Company, its Affiliates and its Subsidiaries prior to the fourth anniversary of the Grant Date for any reason or under any circumstances other than those described in Article III, Section (b) above, all of the unvested Restricted Stock Units shall terminate and Grantee shall thereafter have no further rights or interests in such Restricted Stock Units. (d) The Company shall make payment to Grantee in settlement of all vested Restricted Stock Units on the earlier of (i) the fourth anniversary of the Grant Date, or (ii) if Grantee's Separation from Service occurs prior to the fourth anniversary of the Grant Date, within 90 days following such Separation from Service; provided that the timing of the actual payment within such 90-day period shall be in the sole discretion of the Company, and Grantee shall have no election with respect to the timing of such payment. (e) Vested Restricted Stock Units shall be settled by the issuance of a number of Shares equal to the number of vested Restricted Stock Units (except cash will be paid in lieu of fractional Restricted Stock Units). Upon full settlement of all of Xxxxxxx's vested Restricted Stock Units, any unvested Restricted Stock Units shall terminate and this Agreement shall terminate. (f) Any provision of the Plan or this Agreement to the contrary notwithstanding, to the extent required by Section 409A of the Code and Treasury regulations issued thereunder, if Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code as of the date of Grantee's Separation from Service, no payment or other distribution of an amount pursuant to this Agreement that is deferred compensation subject to Section 409A of the Code that is to be made on account of such Separation from Service shall be made or commence sooner than six months from the date of such Separation from Service (or, if earlier, the date of Grantee's death). In such case, all payments that were scheduled to be made within such six-month period shall be accumulated without interest and paid in a single payment on the first day of the seventh calendar month following such Separation from Service.

Vesting Forfeiture and Settlement. (a) Unless vested earlier RSUs, but not the related Matching RSUs, which Participant has elected to receive pursuant to an Election to Defer in accordance with other provisions the Election Agreement and Article II, Section (a) of this AgreementRSU Agreement shall be fully vested on the applicable Award Date. (b) RSUs, Restricted Stock Units but not the related Matching RSUs, which Participant has elected to receive pursuant to an Election to Defer in the Election Agreement and Article II, Section (b) of this RSU Agreement shall vest on the fourth anniversary of the Grant applicable Award Date, provided that Grantee has not Separated from Service or otherwise ceased to be an employee of the Company, an Affiliate or a Subsidiary prior to that vesting date. (bc) Matching RSUs awarded pursuant to the Election Agreement and Article II shall vest on the fourth anniversary of the Award Date applicable to such Matching RSUs. (d) Notwithstanding the provisions of Article IIIIV, Section Sections (ab) and (c) of this RSU Agreement, in the event of Xxxxxxxa Participant's Separation from Service on account of death, Disability or Retirement prior to the fourth anniversary of the Grant an Award Date, the Restricted Stock Units unvested RSUs and Matching RSUs shall vest immediately; provided, however, that for purposes of all RSUs and related Matching RSUs attributable to a deferral of an award of restricted stock units under the 2004 Omnibus Plan, no such vesting shall occur upon a Separation from Service on account of Granteethe Participant's Retirement unless such Separation from Service occurs more than twelve months after the Grant Effective Date. (ce) Upon GranteeParticipant's Separation from Service or other termination of employment with the Company, its Affiliates and its Subsidiaries prior to the fourth anniversary of the Grant an applicable Award Date for any reason or under any circumstances other than those described in Article IIIIV, Section (bd) above, all of the unvested Restricted Stock Units RSUs and Matching RSUs with respect to which such Award Date applies shall terminate and Grantee Participant shall thereafter have no further rights or interests in such Restricted Stock UnitsRSUs and Matching RSUs. (df) The Company shall make payment to Grantee Participant in settlement of all the vested Restricted Stock Units on RSUs and Matching RSUs upon the earlier of of: (i) the fourth anniversary last day of the Grant Date, applicable Deferral Period or (ii) if GranteeParticipant's Separation from Service occurs prior to the fourth anniversary last day of the Grant DateDeferral Period, within 90 days following such Participant's Separation from Service; , provided that the timing of the actual payment within such 90-day period shall be in the sole discretion of the Company, Company and Grantee Participant shall have no election with respect to the timing of such payment. (eg) Vested Restricted Stock Units RSUs and Matching RSUs shall be settled by the issuance of a number of whole Shares equal to the number of vested Restricted Stock Units whole RSUs (except cash will be paid in lieu of any fractional Restricted Stock UnitsRSU). Upon full settlement of all of XxxxxxxParticipant's vested Restricted Stock UnitsRSUs and Matching RSUs, any unvested Restricted Stock Units shall terminate and this RSU Agreement shall terminate. (fh) Any provision of the Plan or the Election Agreement (including this Agreement RSU Agreement) to the contrary notwithstanding, to the extent required by Section 409A of the Code and Treasury regulations issued thereunder, if Grantee Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code as of the date of GranteeParticipant's Separation from Service, no payment or other distribution of an amount pursuant to this Agreement that is deferred compensation subject to Section 409A of the Code that is to be made on account of such Separation from Service shall be made or commence sooner than six months from the date of such Separation from Service (or, if earlier, the date of GranteeParticipant's death). In such case, all payments that were scheduled to be made within such six-month period shall be accumulated without interest and paid in a single payment on the first day of the seventh calendar month following such Separation from Service.

Vesting Forfeiture and Settlement. (a) Unless vested earlier in accordance with other provisions of this Agreement, Restricted Stock Units RSUs shall vest on the fourth anniversary of the Grant Date, provided that Grantee has not Separated from Service or otherwise ceased to be an employee of the Company, an Affiliate or a Subsidiary prior to that vesting date. (b) Notwithstanding the provisions of Article III, Section (a) of this Agreement, in the event of Xxxxxxx's Separation from Service on account of death, Disability or Retirement prior to the fourth anniversary of the Grant Date, the Restricted Stock Units RSUs shall vest immediately; provided, however, that no such vesting shall occur upon a Separation from Service on account of Grantee's Retirement unless such Separation from Service occurs more than twelve months after the Grant Date. (c) Upon Grantee's Separation from Service or other termination of employment with the Company, its Affiliates and its Subsidiaries prior to the fourth anniversary of the Grant Date for any reason or under any circumstances other than those described in Article III, Section (b) above, all of the unvested Restricted Stock Units RSUs shall terminate and Grantee shall thereafter have no further rights or interests in such Restricted Stock UnitsRSUs. (d) The Company shall make payment to Grantee in settlement of all vested Restricted Stock Units RSUs on the earlier of (i) the fourth anniversary of the Grant Date, or (ii) if Grantee's Separation from Service occurs prior to the fourth anniversary of the Grant Date, within 90 days following such Separation from Service; provided that the timing of the actual payment within such 90-day period shall be in the sole discretion of the Company, and Grantee shall have no election with respect to the timing of such payment. (e) Vested Restricted Stock Units RSUs shall be settled by the issuance of a number of Shares equal to the number of vested Restricted Stock Units RSUs (except cash will be paid in lieu of fractional Restricted Stock UnitsRSUs). Upon full settlement of all of XxxxxxxGrantee's vested Restricted Stock UnitsRSUs, any unvested Restricted Stock Units RSUs shall terminate and this Agreement shall terminate. (f) Any provision of the Plan or this Agreement to the contrary notwithstanding, to the extent required by Section 409A of the Code and Treasury regulations issued thereunder, if Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code as of the date of Grantee's Separation from Service, no payment or other distribution of an amount pursuant to this Agreement that is deferred compensation subject to Section 409A of the Code that is to be made on account of such Separation from Service shall be made or commence sooner than six months from the date of such Separation from Service (or, if earlier, the date of Grantee's death). In such case, all payments that were scheduled to be made within such six-month period shall be accumulated without interest and paid in a single payment on the first day of the seventh calendar month following such Separation from Service.