Vesting; Lapse of Restrictions. Subject to the Grantee’s continuous service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 3), the grant restrictions shall lapse, and all Shares of Restricted Stock in the Award shall become vested and non-forfeitable [on the first anniversary of the Grant Date]; provided, however, that:
(a) immediately prior to the consummation of a Change in Control, the restrictions shall lapse, and all outstanding Shares of Restricted Stock in the Award automatically shall fully vest; and
(b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Grantee’s service relationship by the Company or its Subsidiaries without Cause, or (B) the Grantee’s death, serious illness or Disability, (1) the number Shares of Restricted Stock that become vested with a lapse of restrictions as of the date of such Termination of Relationship shall equal the aggregate number of Restricted Stock Shares in the grant, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, all Shares of Restricted Stock shall become immediately prior to the consummation of such Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 3, the Shares of Restricted Stock in the Award shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason, and no portion of the Restricted Stock Award shall vest thereafter, so that any unvested Shares on such date shall be forfeited immediately; provided, that, if the Grantee experiences a Termination of Relationship for Cause, all Shares of Restricted Stock then held by the Grantee (whether vested or unvested) immediately shall be forfeited.
Vesting; Lapse of Restrictions. Except as provided otherwise in this Agreement and the Plan (including but not limited to Section 14.2 of the Plan which provides for accelerated vesting upon certain terminations in connection with a Change of Control), if Grantee has been in continuous Service since the Grant Date, the Restricted Stock shall vest as set forth on the Vesting Schedule in the Notice of Grant. Grantee shall forfeit the unvested portion of the Restricted Stock.
Vesting; Lapse of Restrictions. 3.1 The Transfer Restrictions with respect to all the shares underlying the Restricted Stock Units granted under this Agreement shall lapse on the third (3rd) anniversary of the Grant Date (the “Vesting Date”), provided the Grantee continues to be serving as an employee of the Corporation until such Vesting Date; provided, further, that the Transfer Restrictions with respect to all the shares underlying the Restricted Stock Units shall lapse, if sooner, on the date of any one of the following “Permitted Acceleration Events”: (i) the occurrence of a Change in Control (as defined in the Plan); (ii) the Grantee’s employment is terminated by the Corporation (other than for “cause”), or by the employee for “good reason” (as each such term may be defined in the Grantee’s underlying employment agreement); (iii) the Grantee’s death or disability; or (iv) achievement by the Corporation of the financial performance measure(s) set forth in Section 3.3 herein. In no event shall the Grantee be vested or otherwise entitled to more than one hundred percent (100%) of the shares underlying the Restricted Stock Units granted pursuant to section 1.1 above.
Vesting; Lapse of Restrictions. Except as provided otherwise in this Agreement, the shares of Restricted Stock will vest and the restrictions set forth in Section 2 will lapse in accordance with the Vesting Schedule set forth above. After vesting, you may transfer the shares of Stock, subject to applicable securities law requirements and Intrepid’s policies and procedures.
Vesting; Lapse of Restrictions. Except as provided otherwise in this Agreement and the Plan (including but not limited to Section 14.2 of the Plan which provides for accelerated vesting upon certain terminations in connection with a Change of Control), the Restricted Stock shall vest as set forth on the Vesting Schedule in the Notice of Grant. Grantee shall forfeit the unvested portion of the Restricted Stock. If Grantee terminates Service prior to the Vesting Date on account of death, Disability, or termination by the Company other than for Cause, Grantee shall be entitled to retain a percentage of the Restricted Stock (the “Retained Shares”) equal to the ratio that the number of days of Service of Grantee during the Measuring Period bears to the total number of days in the Measuring Period. The Retained Shares of Restricted Stock shall vest in accordance with the vesting schedule set forth in the Notice of Grant as though the Retained Shares were the number of shares of Restricted Stock set forth in the Notice of Grant and the remaining shares of Restricted Stock shall be forfeited upon Grantee’s termination of Service. If Grantee terminates Service prior to the Vesting Date as a result of termination by the Company for Cause or voluntary termination by Grantee, all shares of Restricted Stock shall be forfeited upon Grantee’s termination of Service and Grantee shall have no right to receive any Additional Shares of Stock.
Vesting; Lapse of Restrictions. The period between the Grant Date and the final Service Vesting Date is referred to as the “Vesting Period.” Except as provided otherwise in this Agreement and the Plan (including but not limited to Section 10(c) of the Plan which provides for accelerated vesting upon certain terminations in connection with a Change of Control), if Grantee has been in continuous service to the Company or another entity the service providers of which are eligible to receive Awards under the Plan from the Grant Date through the applicable Service Vesting Date as an employee, director, consultant or advisor (herein referred to as “Service”), the Restricted Stock Units shall vest as set forth on the Vesting Schedule in the Notice of Grant. As soon as practicable after the Service Vesting Date and in all events no later than March 15 of the calendar year following the calendar year in which the Service Vesting Date occurs, the Company will issue to the Grantee the shares of Common Stock subject to the Restricted Stock Units that vested on such Service Vesting Date. Only following the issuance of the shares of Common Stock to the Grantee may the Grantee transfer the shares of Common Stock (subject to applicable securities law requirements and the Company’s policies and procedures).
Vesting; Lapse of Restrictions. 3.1 The Transfer Restrictions with respect to all the shares of Restricted Stock granted under this Agreement shall lapse on the third (3rd) anniversary of the Grant Date (the “Lapse Date”), provided the Grantee continues to be serving as an employee of the Corporation until such Lapse Date; provided, further, that the Transfer Restrictions with respect to all the shares of Restricted Stock shall lapse, if sooner, on the date of any one of the following “Permitted Acceleration Events”: (i) the occurrence of a Change in Control (as defined in the Plan); (ii) any termination of the employment of a Grantee, other than a termination for Cause (as defined below) or voluntary termination by Grantee prior to retirement; or (iii) beginning on the six-month anniversary of the Grant Date, the satisfaction of the 2005 Performance Measure (as defined below). In no event shall the Grantee be vested or otherwise entitled to more than one hundred percent (100%) of the shares of Restricted Stock granted pursuant to section 1.1 above.
3.2 Notwithstanding anything in this Agreement to the contrary, upon the termination of the Grantee’s service as an employee of the Corporation for any reason, all shares of Restricted Stock in respect of which the Transfer Restrictions have not previously lapsed in accordance with Section 3.1 hereof shall be forfeited and automatically transferred to and reacquired by the Corporation at no cost to the Corporation, and neither the Grantee nor any heirs, executors, administrators or successors of such Grantee shall thereafter have any right or interest in such shares of Restricted Stock.
3.3 For purposes of the foregoing, the following terms shall have the following meanings:
Vesting; Lapse of Restrictions. Except as otherwise provided in this Agreement, the Shares of Restricted Stock shall vest in installments of % one year from the date hereof and in additional installments of % on each subsequent anniversary thereafter; provided that, with respect to each installment, the Grantee has remained in continuous employment with the Company from the date hereof through the date such installment is designed to vest. The Restricted Stock shall be fully vested and this Agreement shall terminate on the last installment date described above (the “Expiration Date”). Shares that have become vested and as to which the restrictions have lapsed shall be referred to as Vested Shares. Shares that have not become vested and as to which the restrictions have not lapsed shall be referred to as Unvested Shares. Notwithstanding the vesting schedule set forth above, the Unvested Shares will become Vested Shares in the event of the Grantee’s death or Disability. The Grantee may, at Grantee’s discretion and subject to the policies of the Company, sell, assign, transfer by gift or otherwise, hypothecate, or otherwise dispose of, by operation of law or otherwise, any of the Vested Shares not withheld by the Company for tax withholding purposes pursuant to Section 9.
Vesting; Lapse of Restrictions. Except as provided otherwise in this Agreement, the Restricted Stock shall vest in three equal increments on an annual basis in March or September (depending on grant date) beginning no sooner than eight months after grant date and no later than fourteen months after grant date, subject to Grantee’s continued Service as an Employee from the Effective Date until the vesting dates (each, a “Vesting Date”). The number of shares of Restricted Stock that are vested shall be cumulative, so that once a share becomes vested, it shall continue to be vested. If the Vesting Date falls on a day when the New York Stock Exchange (NYSE) is closed, the Vesting Date will occur on the next day that the NYSE is open. In the event that the Vesting Date falls on a day when trading in the Common Stock has been suspended, the Vesting Date will occur on the next full day after trading resumes.
Vesting; Lapse of Restrictions. The period between the Grant Date and the final Vesting Date is referred to as the “Vesting Period.” Except as provided otherwise in this Agreement and the Plan (including but not limited to Section 10(c) of the Plan which provides for accelerated vesting upon certain terminations in connection with a Change of Control), if the applicable performance metrics set forth in the Notice of Grant have been achieved and the Grantee has been in continuous service to the Company or another entity the service providers of which are eligible to receive Awards under the Plan from the Grant Date through the applicable Vesting Date as an employee, director, consultant or advisor (herein referred to as “Service”), the Restricted Stock Units shall vest as set forth on the Vesting Schedule in the Notice of Grant. As soon as practicable after the Vesting Date and in all events no later than March 15 of the calendar year following the calendar year in which the Vesting Date occurs, the Company will issue to the Grantee the shares of Common Stock subject to the Restricted Stock Units that vested on such Vesting Date. Only following the issuance of the shares of Common Stock to the Grantee may the Grantee transfer the shares of Common Stock (subject to applicable securities law requirements and the Company’s policies and procedures).
