Common use of Vesting; Forfeiture Clause in Contracts

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.

Appears in 2 contracts

Samples: Performance Based Restricted Stock Unit Agreement (First Marblehead Corp), Performance Based Restricted Stock Unit Agreement (First Marblehead Corp)

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Vesting; Forfeiture. Subject to the special vesting and forfeiture rules in this Agreement (aincluding, without limitation, the remedies set forth in Section 10(f) This award below) and subject to certain restrictions and conditions set forth in the Plan, the Restricted Stock Units shall vest on June 30become vested (i.e., 20 become Vested Performance Units) effective as of May 15, 20XY (the “Vesting Date”) as to: (i) % ), subject to determination by the Human Resources Committee of the original number Board of RSUs if each Directors (the “Committee”) of the Revenue Target (described below) and the Earnings Target (described below) is achieved in full; (ii) % achievement of the original number of RSUs if each requirements/targets set forth on the Appendix attached to this Agreement as of the Revenue Target and the Earnings Target is % achieved; and (iii) % end of the original number of RSUs if each of the Revenue Target and the Earnings Target Performance Period, which Appendix 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 forfeitedby this reference made a part hereof. In addition, 100% the following special rules shall apply: (i) In the event of the RSUs shall be forfeited if death of the ParticipantGrantee or the termination of the Grantee’s employment terminates before for Disability (as defined in the Plan) prior to the Vesting Date, the performance goals set forth on the attached Appendix shall be assumed to have been met at the target level on the date of such death or termination of employment for Disability, and the Grantee (or the Grantee’s personal representative) shall become vested in Vested Performance Units on such date (the “Death/Disability Vesting Date”) in an amount equal to the Target Performance Units multiplied by a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of death or termination of employment for Disability, and the denominator of which is the number of days in the full Performance Period; (ii) Subject to Section 18 of the Plan, and except as expressly otherwise provided herein, in this agreement. The Earnings Target the event a Change in Control (as defined in the Plan) occurs, and the Revenue Target are based on the performance of (A) the Company for its fiscal year ending June 30, 20 , as previously established by the Board of Directors. The Board of Directors of or buyer or successor to the Company shall determine whether either of in such Change in Control continues or assumes this Agreement (or converts or replaces this Agreement with a new award containing substantially 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 30same terms as this Agreement, 20 other than terms rendered inoperative by reason of death or disabilitythe Change in Control (a “Substitute Award”)), this award the Target Award shall be fully vested converted into Time-Based Restricted Stock Units at the greater of target or actual performance, as to determined by the number Human Resources Committee, calculated as of RSUs that would have become vested if the Participant had continued to be employed until date of such Change in Control (the “Change in Control Date”) and shall vest on the Vesting Date. For this purposeDate (or, “disability” shall mean if earlier, in accordance with the inability terms of the ParticipantSection 3(i) or (iii)), due to a medical reasonprovided, to carry out his duties as an employee of the Company for a period of six consecutive months. In additionhowever, if the ParticipantCompany, or such buyer or successor, terminates the Grantee’s employment with the Company is terminated by the Company for a reason other than “Cause” without Cause (as defined below) within 12 months of the Change in Control (a “Qualifying Termination”), then the Time-Based Restricted Stock Units shall become 100% vested on the date of such Qualifying Termination; or (B) the Company or buyer or successor to the Company in such Change in Control does not continue or assume this Agreement (or convert or replace this Agreement with a Substitute Award), the Grantee shall become 100% vested in the Target Award on the Change in Control Date in an amount based on the greater of target or actual performance, as determined by the Human Resources Committee, calculated as of the Change in Control Date (the “CIC Vesting Date”). Notwithstanding the foregoing, if the Grantee is a participant in the Arcosa, Inc. Change in Control Severance Plan, as may be amended from time to time (or any successor plan thereto) (the “CIC Plan”) and the CIC Plan is in effect on the Change in Control Date, the terms of this Section 3(ii) shall not apply, and instead, treatment of the Target Award on a Change in Control shall be determined in accordance with the CIC Plan. (iii) Subject to item (iv) below, in the event of the Grantee’s termination of employment without Cause (as defined below) or for Retirement (as defined below) prior to the Vesting Date, this Performance Unit Grant shall not be immediately forfeited and the Grantee shall become vested in Vested Performance Units on the Vesting Date, based on the level of achievement of the performance goals set forth on the attached Appendix at the end of the Performance Period as determined by the Committee, multiplied by a fraction, the numerator of which is the number of RSUs which shall be vested shall be determined as though days from the Participant’s employment had terminated on beginning of the day that follows the June 30 that next follows Performance Period to the date of actual terminationtermination without Cause or Retirement, as applicable, and the denominator of which is the number of days in the full Performance Period. 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.Agreement,

Appears in 1 contract

Samples: Performance Based Restricted Stock Unit Grant Agreement (Arcosa, Inc.)

Vesting; Forfeiture. Subject to earlier termination of the Option as provided in Section 1.7 and Section 5, the Option shall vest, and may be exercised, with respect to the number of Shares, on the vesting dates, and subject to the conditions indicated below. # of Shares Vesting Date # that Vest and # that are Forfeited XX 3/15/2012 Determined under (ai), (ii) This award shall vest on June 30or (iii) below YY 3/15/2013 Determined under (i), 20 (the “Vesting Date”ii) as to: or (iii) below (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 business plan minimum target levels approved by the Board of Directors. The Board of Directors of for the Company shall determine whether either of fiscal year ended most recently within 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 365 day period prior to the number specified vesting date are satisfied at or greater than 85% but less than 100% 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)such target levels, then the number of RSUs which Shares subject to the Option that will vest on the relevant vesting date shall equal the number of Shares shown above for such vesting date multiplied by the greater of (A) the actual percentage of achievement of such target levels, multiplied by the Optionee’s percentage of achievement of personal goals (up to 100%), or (B) the percentage determined by the Board of Directors in its discretion; and any remaining Shares subject to the Option that could otherwise have vested as of such date shall be forfeited; (ii) if the business plan minimum target levels approved by the Board of Directors for the relevant year are satisfied at 100% or more, then the number of Shares subject to the Option that will vest on the specified vesting date above shall equal the number of Shares shown for such vesting date, multiplied by the Optionee’s percentage of achievement of personal goals (up to 100%); and any remaining Shares subject to the Option that could otherwise have vested as of such date shall be forfeited; or (iii) if the business plan minimum target levels approved by the Board of Directors for the relevant year are satisfied at less than 85%, then all Shares subject to the Option that could otherwise have become vested on the relevant date shall be forfeited. All options may vest or be terminated earlier as provided in Section 5. The right to exercise the Option and to purchase the Shares as they become vested shall be determined cumulative and shall continue during the Exercise Term unless sooner terminated 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 dishonestyprovided herein.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Hancock Fabrics Inc)

Vesting; Forfeiture. The Units shall vest and become nonforfeitable as follows: (aA) This award 20,000 Units shall vest on June 30January 1, 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 Target2005, but not the Earnings Target, is achieved in full, then only % of the RSUs 20,000 Units shall vest on July 1, 2005, 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 20,000 Units shall vest and % of the RSUs shall be forfeited. If neither of the Revenue Target or the Earnings Target is % achievedon January 1, 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 2006 (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 each case that determination shall be final and binding on all parties. (b) In the event that the ParticipantAwardee’s employment with the Company is terminated after June 30continues through such date), 20 by reason of death or disabilityand (B) 100,000 Units shall vest on December 31, 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 Participant2008 (provided Awardee’s employment with the Company is terminated continues through the scheduled end of the term of Awardee’s employment, without giving effect to any renewal periods, as provided in the Employment Agreement between Awardee and the Company dated April 8, 2004 (the “Employment Agreement”)). Notwithstanding the foregoing, (A) in the event of a Change of Control (as defined in the Employment Agreement), any unvested Units shall become immediately vested and nonforfeitable upon the occurrence of such event, (B) in the event of the termination of Awardee’s employment due to death or Disability (as defined in the Employment Agreement) on or prior to January 1, 2006, any unvested Units that were scheduled to vest on or prior to January 1, 2006, shall become immediately vested and nonforfeitable and the remaining unvested Units shall be cancelled and forfeited and (C) in the event of the termination of Awardee’s employment by the Company without Cause (as defined in the Employment Agreement) or Awardee’s termination for Good Reason (as defined in the Employment Agreement), then an “appropriate fraction” (as hereinafter defined) of each separate tranche of any unvested Units shall become immediately vested and nonforfeitable and the remaining unvested Units shall be cancelled and forfeited. For purposes of the foregoing, the “appropriate fraction” with respect to any tranche of Units means: (i) the amount of time that has elapsed from the grant date of such Units to the occurrence of the event triggering accelerated vesting divided by (ii) the total amount of time from the grant date to the scheduled vesting date for such Units absent accelerated vesting. For purposes of the foregoing, the Units scheduled to vest on different dates will be considered separate tranches and the calculation of the appropriate fraction will be made separately for each tranche as if such tranche were the only tranche (i.e., the Units scheduled to vest on January 1, 2005 are one tranche, those scheduled to vest on July 1, 2005 a second tranche, those scheduled to vest on January 1, 2006 a third tranche and those scheduled to vest on December 31, 2008 a fourth tranche). In the event of the termination of Awardee’s employment by the Company for a reason other than “Cause, or Awardee’s voluntary resignation without Good Reason (as defined belowin the Employment Agreement), then the number of RSUs which any unvested Units 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 dishonestycancelled and forfeited.

Appears in 1 contract

Samples: Employment Agreement (United Rentals North America Inc)

Vesting; Forfeiture. (a) This award shall vest on June as follows: November 30, 20 2006 25 % November 30, 2007 25 % November 30, 2008 25 % November 30, 2009 25 % If the Participant’s employment with the Company terminates for any reason before the date upon which the award is fully vested, then the number of RSUs which have not vested shall be forfeited. The vesting of this award will be accelerated as hereinafter provided if prior to November 30, 2006 the Company achieves in a fiscal quarter a financial net income breakeven level as calculated pursuant to generally accepted accounting principles (“Breakeven Level”) of $41 million of quarterly revenue or less (the “Vesting DateFirst Breakeven Target) ). If the First Breakeven Target is achieved prior to November 30, 2006, this award shall vest as to: (i) to 25% of the original number of RSUs if on the date of announcement of the earnings for that quarter (the “First Breakeven Date”) and as to an additional 25% the original number of RSUs on each of the Revenue Target first, second and third anniversaries of the First Breakeven Date. If before the first anniversary of the First Breakeven Date the Company achieves in a fiscal quarter a breakeven level of $37 million of quarterly revenue or less (the “Second Breakeven Target”), then as of the date upon which the earnings for such fiscal quarter have been announced (the “Second Breakeven Date”), this award shall vest as to an additional 25% of the original number of RSUs, the vesting schedule described below) above shall not apply and the Earnings Target (described below) is achieved in full; (ii) this award shall vest as to an additional 25% of the original number of RSUs if on each of the Revenue Target first and second anniversaries of the Earnings Second Breakeven Date. If the Second Breakeven Target is % achieved; and (iii) achieved on the First Breakeven Date, then this award shall become vested as to 50% of the original number of RSUs if and shall vest as to an additional 25% of the original number of RSUs on each of the Revenue Target first and the Earnings Target is % achieved. If the Revenue Target, but not the Earnings Target, is achieved in full, then only % second anniversaries 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 First Breakeven 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 terminates for any reason other than by reason of death or disability, any portion of this award that is terminated after June 30, 20 not vested as of the date of such termination shall be forfeited. In the event that the Participant’s employment with the Company terminates 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 Datevested. 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 additionFor purposes of this Agreement, if the Participant’s employment with the Company is terminated by the Company for shall include employment with a reason other than “Cause” (as defined below), then the number parent or subsidiary 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.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (LTX Corp)

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Vesting; Forfeiture. (a) This award shall vest on June 30, 20 (Awarded Units which have become vested pursuant to the terms of this Section 3 are collectively referred to herein as Vesting Date”) Vested Units.” All other Awarded Units are collectively referred to herein 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 “Unvested Units.” The Participant shall be forfeitedeligible to receive shares of Common Stock with respect to the Vested Units in accordance with Section 4 below. If Subject to the Earnings Target, but not the Revenue Target, is achieved in full, then only % provisions of the RSUs shall vest Section 5 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, Section 34 below and except as otherwise provided in this agreement. The Earnings Target and Section 3, the Revenue Target are based on Awarded Units will be vested in accordance with the performance Schedule set forth below, if, as of the date(s) specified in the Schedule, the Participant is employed by (or if the Participant is a Contractor, is providing services to) the Company for or its fiscal Subsidiaries on such date(s)): The one-year ending June 30, 20 , as previously established by the Board of Directors. The Board of Directors anniversary of the Company shall determine whether either Date of Grant 33.3% The second-year anniversary of the Earnings Target or Date of Grant An additional 33.3% The third-year anniversary of the Revenue Target is achieved Date of Grant An additional 33.4% a. Except as otherwise provided by Section 3.b., Section 3.c. and that determination shall be final and binding on all parties. (b) In the event that Section 3.d. hereof, immediately upon the Participant’s Termination of Service for any reason whatsoever, the Participant shall be deemed to have forfeited all of the Participant’s Unvested Units. Similarly, if the Participant provides notice to the Company in accordance with Section 7 hereof that he or she is resigning from employment with the Company is terminated after June 30for any reason, 20 by reason of death or disability, this award then the Participant shall be fully vested as deemed 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 forfeited all of the Participant, due to a medical reason, to carry out his duties ’s Unvested Units as an employee of the first day of the Notice Period (as defined in Section 7 hereof). b. Notwithstanding the foregoing and except as otherwise provided in Section 5 below, in the event that a Change in Control occurs, the acquiror or surviving or resulting corporation assumes the Awarded Units and on or after the date of the Change in Control, the Participant incurs a Termination of Service by the Company (or by its successor following the Change in Control) without Cause or by the Participant for a period Good Reason, then all Unvested Units shall immediately become Vested Units upon such termination. If the acquiror or surviving or resulting corporation does not assume the Awarded Units in connection with the Change in Control, then Section 12.4 of six consecutive months. In additionthe Plan shall apply. c. Notwithstanding the foregoing, if the Participant’s employment with the Company is terminated or any of its Subsidiaries terminates by reason of the Participant’s death or Total and Permanent Disability, all Unvested Units shall immediately become Vested Units upon such termination. d. Notwithstanding anything to the contrary contained herein and subject to Section 5 and the Non-Compete in this Section 3.d.(i), if at any time after the date the Participant reaches eligible age for retirement (“Retiring Participant”) as outlined in the Company’s retirement policy in effect on the date the Retiring Participant provides written notice of his or her intent to retire (the “Retirement Policy”), the Unvested Units shall not be forfeited upon the Participant’s Termination of Service and instead, such Unvested Units shall continue to be subject to the vesting provisions set forth in Section 3.a. as if the Retiring Participant had remained employed by the Company (with shares of Common Stock being delivered pursuant to Section 4 on the original vesting dates). The Retiring Participant acknowledges and agrees that once the Retiring Participant provides written notice to the Company of his or her intent to retire, the Retiring Participant shall no longer be eligible to receive any additional grants under the Plan. Eligible age for a reason other than “Cause” (as defined below), then the number of RSUs which retirement shall be vested shall be determined as though based on the Retiring Participant’s employment had terminated on age plus years of service, in accordance with the day Retirement Policy. The Participant further acknowledges, understands, and agrees that follows the June 30 that next follows Board retains the date of actual termination. For purposes of this Section 2, “Cause” shall mean unsatisfactory job performance (as determined by right to modify the Company), willful misconduct, fraud, gross negligence, disobedience or dishonesty’s Retirement Policy at any time.

Appears in 1 contract

Samples: Award Agreement (Texas Capital Bancshares Inc/Tx)

Vesting; Forfeiture. Subject to the special vesting and forfeiture rules in this Agreement (aincluding, without limitation, the remedies set forth in Section 10(f) This award below) and subject to certain restrictions and conditions set forth in the Plan, the Restricted Stock Units shall vest on June 30become vested (i.e., 20 become Vested Performance Units) effective as of May 15, 20XZ (the “Vesting Date”) as to: (i) % ), subject to determination by the Human Resources Committee of the original number Board of RSUs if each Directors (the “Committee”) of the Revenue Target (described below) and the Earnings Target (described below) is achieved in full; (ii) % achievement of the original number of RSUs if each requirements/targets set forth on the Appendix attached to this Agreement as of the Revenue Target and the Earnings Target is % achieved; and (iii) % end of the original number of RSUs if each of the Revenue Target and the Earnings Target Performance Period, which Appendix 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 forfeitedby this reference made a part hereof. In addition, 100% the following special rules shall apply: (i) In the event of the RSUs shall be forfeited if death of the ParticipantGrantee or the termination of the Grantee’s employment terminates before for Disability (as defined in the Plan) prior to the Vesting Date, the performance goals set forth on the attached Appendix shall be assumed to have been met at the target level on the date of such death or termination of employment for Disability, and the Grantee (or the Grantee’s personal representative) shall become vested in Vested Performance Units on such date (the “Death/Disability Vesting Date”) in an amount equal to the Target Performance Units multiplied by a fraction, the numerator of which is the number of days from the Date of Grant to the date of death or termination of employment for Disability, and the denominator of which is the number of days in the full Performance Period; (ii) Subject to Section 18 of the Plan, and except as expressly otherwise provided herein, in this agreement. The Earnings Target the event a Change in Control (as defined in the Plan) occurs, and the Revenue Target are based on the performance of (A) the Company for its fiscal year ending June 30, 20 , as previously established by the Board of Directors. The Board of Directors of or buyer or successor to the Company shall determine whether either of in such Change in Control continues or assumes this Agreement (or converts or replaces this Agreement with a new award containing substantially 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 30same terms as this Agreement, 20 other than terms rendered inoperative by reason of death or disabilitythe Change in Control (a “Substitute Award”)), this award the Target Award shall be fully vested converted into Time-Based Restricted Stock Units at the greater of target or actual performance, as to determined by the number Human Resources Committee, calculated as of RSUs that would have become vested if the Participant had continued to be employed until date of such Change in Control (the “Change in Control Date”) and shall vest on the Vesting Date. For this purposeDate (or, “disability” shall mean if earlier, in accordance with the inability terms of the ParticipantSection 3(i) or (iii)), due to a medical reasonprovided, to carry out his duties as an employee of the Company for a period of six consecutive months. In additionhowever, if the ParticipantCompany, or such buyer or successor, terminates the Grantee’s employment with the Company is terminated by the Company for a reason other than “Cause” without Cause (as defined below) within 12 months of the Change in Control (a “Qualifying Termination”), then the Time-Based Restricted Stock Units shall become 100% vested on the date of such Qualifying Termination; or (B) the Company or buyer or successor to the Company in such Change in Control does not continue or assume this Agreement (or convert or replace this Agreement with a Substitute Award), the Grantee shall become 100% vested in the Target Award on the Change in Control Date in an amount based on the greater of target or actual performance, as determined by the Human Resources Committee, calculated as of the Change in Control Date (the “CIC Vesting Date”). Notwithstanding the foregoing, if the Grantee is a participant in the Arcosa, Inc. Change in Control Severance Plan, as may be amended from time to time (or any successor plan thereto) (the “CIC Plan”) and the CIC Plan is in effect on the Change in Control Date, the terms of this Section 3(ii) shall not apply, and instead, treatment of the Target Award on a Change in Control shall be determined in accordance with the CIC Plan. (iii) Subject to item (iv) below, in the event of the Grantee’s termination of employment without Cause (as defined below) or for Retirement (as defined below) prior to the Vesting Date, this Performance Unit Grant shall not be immediately forfeited and the Grantee shall become vested in Vested Performance Units on the Vesting Date, based on the level of achievement of the performance goals set forth on the attached Appendix at the end of the Performance Period as determined by the Committee, multiplied by a fraction, the numerator of which is the number of RSUs which shall be vested shall be determined as though days from the Participant’s employment had terminated on the day that follows the June 30 that next follows Date of Grant to the date of actual terminationtermination without Cause or Retirement, as applicable, and the denominator of which is the number of days in the full Performance Period. 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.Agreement,

Appears in 1 contract

Samples: Performance Based Restricted Stock Unit Grant Agreement (Arcosa, Inc.)

Vesting; Forfeiture. The Units shall vest and become nonforfeitable as follows: (aA) This award 33,333 Units shall vest on June 30January 1, 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 Target2005, but not the Earnings Target, is achieved in full, then only % of the RSUs 33,333 Units shall vest on July 1, 2005, 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 33,334 Units shall vest and % of the RSUs shall be forfeited. If neither of the Revenue Target or the Earnings Target is % achievedon January 1, 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 2006 (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 each case that determination shall be final and binding on all parties. (b) In the event that the ParticipantAwardee’s employment with the Company is terminated after June 30continues through such date), 20 by reason of death or disabilityand (B) 100,000 Units shall vest on December 31, 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 Participant2008 (provided Awardee’s employment with the Company is terminated continues through the scheduled end of the term of Awardee’s employment, without giving effect to any renewal periods, as provided in the Employment Agreement between Awardee and the Company dated April 8, 2004 (the “Employment Agreement”)). Notwithstanding the foregoing, (A) in the event of a Change of Control (as defined in the Employment Agreement), any unvested Units shall become immediately vested and nonforfeitable upon the occurrence of such event, (B) in the event of the termination of Awardee’s employment due to death or Disability (as defined in the Employment Agreement) on or prior to January 1, 2006, any unvested Units that were scheduled to vest on or prior to January 1, 2006, shall become immediately vested and nonforfeitable and the remaining unvested Units shall be cancelled and forfeited and (C) in the event of the termination of Awardee’s employment by the Company without Cause (as defined in the Employment Agreement) or Awardee’s termination for Good Reason (as defined in the Employment Agreement), then an “appropriate fraction” (as hereinafter defined) of each separate tranche of any unvested Units shall become immediately vested and nonforfeitable and the remaining unvested Units shall be cancelled and forfeited. For purposes of the foregoing, the “appropriate fraction” with respect to any tranche of Units means: (i) the amount of time that has elapsed from the grant date of such Units to the occurrence of the event triggering accelerated vesting divided by (ii) the total amount of time from the grant date to the scheduled vesting date for such Units absent accelerated vesting. For purposes of the foregoing, the Units scheduled to vest on different dates will be considered separate tranches and the calculation of the appropriate fraction will be made separately for each tranche as if such tranche were the only tranche (i.e., the Units scheduled to vest on January 1, 2005 are one tranche, those scheduled to vest on July 1, 2005 a second tranche, those scheduled to vest on January 1, 2006 a third tranche and those scheduled to vest on December 31, 2008 a fourth tranche). In the event of the termination of Awardee’s employment by the Company for a reason other than “Cause, or Awardee’s voluntary resignation (including retirement pursuant to paragraph 5(f) of the Employment Agreement prior to the expiration of the Term without giving effect to any renewal periods) without Good Reason (as defined belowin the Employment Agreement), then the number of RSUs which any unvested Units 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 dishonestycancelled and forfeited.

Appears in 1 contract

Samples: Employment Agreement (United Rentals North America Inc)

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