Vesting of Award Shares. Recipient shall become vested in a percentage of the Award Shares shown below, subject (except as provided otherwise in this Section 1.2) to the Continuous Service of the Recipient from the Award Date of the Award Shares through the specified vesting date: If the above calculation of vested Award Shares would result in a fraction, any fraction will be rounded to zero. Upon the cessation of the Recipient’s Continuous Service prior to the Vesting Date, the Award Shares shall automatically be forfeited; provided, that if (i) a Change in Control occurs while the Recipient is performing Continuous Service and the Award Shares are not assumed, (ii) the Recipient ceases Continuous Service by reason of death or the Company terminates the Recipient’s Continuous Service due to the Recipient’s Disability (as that term is defined in a then current employment agreement or offer letter), or (iii) the Recipient’s employment agreement or offer letter provides for accelerated vesting upon such cessation of Continuous Service, then the Recipient shall nonetheless immediately, as of the date of such Change in Control or cessation of Continuous Service, as applicable, become fully (100%) vested in the Award Shares. Notwithstanding the foregoing, the Board may, in its sole discretion, accelerate the vesting of the Award Shares in whole or in part. The Award Shares which have become vested pursuant to the vesting schedule or by virtue of such acceleration are herein referred to as the “Vested Award Shares” and all Award Shares which are not Vested Award Shares are sometimes herein referred to as the “Unvested Award Shares.”
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Steadfast Apartment REIT, Inc.), Restricted Stock Award Agreement (Steadfast Apartment REIT, Inc.)
Vesting of Award Shares. Recipient shall become vested in a percentage of the Award Shares shown below, subject (except as provided otherwise in this Section 1.2) to below based upon the Continuous Service of the Recipient from the Award Date of the Award Shares through the specified vesting date: (as noted hereon): If the above calculation of vested Award Shares would result in a fraction, any fraction will be rounded to zero. Upon However, notwithstanding the cessation foregoing, in the event that the Recipient ceases Continuous Service with the Company (1) by reason of death or Disability, (2) after having attained the age of sixty-five (65), (3) because the Recipient’s employment with the Company has been terminated by the Company without Cause, (4) because the Recipient has terminated employment with the Company for Good Reason, or (5) because the term of the Recipient’s written employment agreement with the Company (if any) has come to an end and has not been renewed or extended, then the Recipient shall nonetheless immediately, as of the date of such cessation of Continuous Service prior to the Vesting DateService, become fully (100%) vested in the Award Shares shall automatically be forfeited; providedShares. Furthermore, notwithstanding the foregoing, in the event that if (i) a Change in of Control of the Company occurs while the Recipient is performing Continuous Service and with the Award Shares are not assumed, (ii) the Recipient ceases Continuous Service by reason of death or the Company terminates the Recipient’s Continuous Service due to the Recipient’s Disability (as that term is defined in a then current employment agreement or offer letter), or (iii) the Recipient’s employment agreement or offer letter provides for accelerated vesting upon such cessation of Continuous ServiceCompany, then the Recipient shall nonetheless immediately, as of the date of such Change in Control or cessation of Continuous Service, as applicableControl, become fully (100%) vested in the 1 Unless otherwise indicated, all capitalized terms used in this Agreement are defined in the Plan as of the Award Date or in the “Definitions” section of EXHIBIT A. EXHIBIT A is incorporated by reference and is included in the definition of “Agreement.” Award Shares. Notwithstanding the foregoing, the Board may, in its sole discretion, accelerate the vesting of the Award Shares in whole or in part. The Award Shares which have become vested pursuant to the vesting schedule or by virtue of such acceleration are herein referred to as the “Vested Award Shares” and all Award Shares which are not Vested Award Shares are sometimes herein referred to as the “Unvested Award Shares.”
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Nexpoint Multifamily Realty Trust, Inc.), Restricted Stock Award Agreement (Carter Validus Mission Critical REIT II, Inc.)
Vesting of Award Shares. Recipient shall (a) For purposes of this Agreement, “Performance Period” means the period beginning on the Award Date and ending on December XX, 202X.
(b) Subject to Section 16, the Award Shares will vest, if at all, in increments of XXXXXX-XXXX Percent (XX%) based on levels of appreciation in the market price of the Common Stock (“Stock Price Thresholds”) during the Performance Period. A Stock Price Threshold will deemed met as of the date during the Performance Period on which the average per share closing price of the Common Stock on the NASDAQ Stock Market (or such other principal exchange or market on which the Common Stock is then traded) for twenty (20) consecutive trading days first equals or exceeds the Stock Price Threshold noted below.
(c) After Grantee has become vested in a percentage any of the Award Shares shown belowand, subject (except as provided otherwise in this Section 1.2) to if applicable, after the Continuous Service cancellation of the Recipient from the Award Date certain of the Award Shares through as provided for in Section 12(b) has occurred, the specified vesting date: If Company will instruct the above calculation Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested Award Shares would result in a fraction, any fraction will be rounded to zerothe Restricted Stock Account. Upon the cessation Grantee thereafter may dispose of the Recipient’s Continuous Service prior to the Vesting Date, the such remaining vested Award Shares shall automatically be forfeited; provided, that if (i) a Change in Control occurs while the Recipient is performing Continuous Service and the Award Shares are not assumed, (ii) the Recipient ceases Continuous Service by reason of death or the Company terminates the RecipientGrantee’s Continuous Service due to the Recipient’s Disability (as that term is defined in a then current employment agreement or offer letter), or (iii) the Recipient’s employment agreement or offer letter provides for accelerated vesting upon such cessation of Continuous Service, then the Recipient shall nonetheless immediately, as of the date of such Change in Control or cessation of Continuous Service, as applicable, become fully (100%) vested in the Award Shares. Notwithstanding the foregoing, the Board may, in its sole discretion, accelerate subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, and may request the vesting Transfer Agent to electronically transfer such remaining vested Award Shares to an account designated by Grantee free of any restrictions, subject to any applicable administrative requirements of the Transfer Agent.
(d) The Threshold Stock Prices will be adjusted by the Committee for stock splits, stock dividends or other similar changes in the capitalization of the Company in accordance with Section 20 of the Plan.
(e) At the end of the Performance Period, any rights and interests of Grantee in any of the Award Shares in whole or in part. The Award Shares which have become not vested in Grantee pursuant to Section 2(b) or Section 16 or been cancelled pursuant to Section 3 automatically will completely and forever terminate; and, at the vesting schedule or by virtue direction of such acceleration are herein referred to as the “Vested Award Shares” Company, the Transfer Agent will remove from the Restricted Stock Account and cancel all Award Shares which are not Vested Award Shares are sometimes herein referred to as the “Unvested of those unvested Award Shares.”
Appears in 1 contract
Samples: Restricted Stock Award Agreement (CSG Systems International Inc)
Vesting of Award Shares. Recipient (a) Subject to accelerated vesting or forfeiture as hereinafter provided, the Employee’s interest in the Award Shares shall become vested non-forfeitable (“Vested” or “Vesting”) as of the following vesting dates, provided he remains in a percentage employment with the Company and/or any of its Subsidiaries as of the applicable date:
(i) 40% of the Award Shares shown below, subject (except as provided otherwise in this Section 1.2) rounded down to the Continuous Service next whole share if a fractional share would otherwise be Vested) shall become vested on September 8, 2011,
(ii) An additional 20% of the Recipient Award Shares (rounded down to the next whole share if a fractional share would otherwise be Vested) shall become vested on September 8, 2012,
(iii) An additional 20% of the Award Shares (rounded down to the next whole share if a fractional share would otherwise be Vested) shall become vested on September 8, 2013, and
(iv) The remainder of the Award Shares shall become vested on September 8, 2014, (each date, a “Vesting Date”. and the period from the Award Date through the Vesting Date being a “Vesting Period” with respect to the applicable Award Shares).
(b) Notwithstanding any other provision of this Agreement to the contrary other than Section 17:
(i) If, at any time, the Employee’s employment with the Company and its Subsidiaries is terminated during the Vesting Period due to his death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested in the amount of the excess of (A) one-tenth ( 1/10th) of the Award Shares through the specified vesting date: If the above calculation of vested Award Shares would result in a fraction, any fraction will be rounded to zero. Upon the cessation of the Recipient’s Continuous Service prior to the Vesting Date, for each whole year which has elapsed from the Award Shares shall automatically be forfeited; provided, that if (i) a Change in Control occurs while the Recipient is performing Continuous Service and the Award Shares are not assumed, (ii) the Recipient ceases Continuous Service by reason of death or the Company terminates the Recipient’s Continuous Service due Date to the Recipient’s Disability (as that term is defined in a then current employment agreement or offer letter), or (iii) the Recipient’s employment agreement or offer letter provides for accelerated vesting upon such cessation of Continuous Service, then the Recipient shall nonetheless immediately, as of the date of such Change in Control termination of employment over (B) the number of Award Shares, if any, which otherwise had Vested pursuant to Section 2(a) above.
(ii) If, on or cessation after September 8, 2011, the Employee’s employment with the Company and its Subsidiaries is terminated during the Vesting Period due to retirement at or after age 65, any remaining unvested Award Shares at the date of Continuous Service, as applicable, become fully (100%) vested such termination of employment shall automatically be Vested in the amount of the excess of (A) one-tenth ( 1/10th) of the Award Shares for each whole year which has elapsed from the Award Date to the date of such termination of employment over (B) the number of Award Shares. Notwithstanding the foregoing, if any, which otherwise had Vested pursuant to Section 2(a) above.
(iii) If, on or after September 8, 2011, the Board Employee’s employment with the Company and its Subsidiaries is terminated during the Vesting Period due to the Employee’s retirement before age 65, the Committee, may, in its sole discretion, accelerate waive the vesting automatic forfeiture of any or all unvested Award Shares otherwise provided in Section 7 and provide for such Vesting as its deems appropriate subject to such new restrictions, if any, applicable to the Award Shares as it deems appropriate.
(iv) If, prior to September 8, 2011, a “Change of Control” of the Company (as defined in whole or the Plan) occurs during the Vesting Period and the Employee has remained in part. The employment with the Company and its Subsidiaries through the date such “Change of Control” occurs, any remaining unvested Award Shares which have become vested pursuant to the vesting schedule or by virtue of such acceleration are herein referred to as shall be automatically Vested if the “Vested Award SharesChange in Control” is a change in control event (as defined in 26 CFR 1.280G-1, Q&A-27 through Q&A-29 or as defined in 26 CFR 1.409A-3(i)(5)(i)).
(v) If, on or after September 8, 2011, a “Change of Control” of the Company (as defined in the Plan) occurs during the Vesting Period and all the Employee has remained in employment with the Company and its Subsidiaries through the date such “Change of Control” occurs, any remaining unvested Award Shares which are not Vested Award Shares are sometimes herein referred to as the “Unvested Award Sharesshall be automatically Vested.”
Appears in 1 contract
Vesting of Award Shares. Recipient shall become vested in a percentage (a) XXXXX percent (XX%) of the Award Shares shown below(rounded to the nearest whole number) automatically will vest in Grantee on each of the “Vesting Date” (either defined as each of the first X anniversaries of the Award Date or each such anniversary referred to in the agreement as the Vesting Date); however, subject (except as otherwise provided otherwise in this Section 1.2) to 3, no Award Shares will vest in Grantee on a particular Vesting Date unless Grantee has been continuously employed by the Continuous Service of the Recipient Company from the Award Date until such Vesting Date.
(b) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary (as defined in the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee.
(c) After Grantee has become vested in any of the Award Shares through the specified vesting date: If the above calculation of vested Award Shares would result in a fractionand, any fraction will be rounded to zero. Upon the cessation of the Recipient’s Continuous Service prior to the Vesting Date, the Award Shares shall automatically be forfeited; provided, that if (i) a Change in Control occurs while the Recipient is performing Continuous Service and the Award Shares are not assumed, (ii) the Recipient ceases Continuous Service by reason of death or the Company terminates the Recipient’s Continuous Service due to the Recipient’s Disability (as that term is defined in a then current employment agreement or offer letter), or (iii) the Recipient’s employment agreement or offer letter provides for accelerated vesting upon such cessation of Continuous Service, then the Recipient shall nonetheless immediately, as of the date of such Change in Control or cessation of Continuous Service, as applicable, become fully (100%) vested in after the Award Shares. Notwithstanding the foregoing, the Board may, in its sole discretion, accelerate the vesting cancellation of certain of the Award Shares as provided for in whole Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or in part. The other disposition of the then remaining vested Award Shares which have become vested pursuant to in the vesting schedule or by virtue Restricted Stock Account. Grantee thereafter may dispose of such acceleration are herein referred to as the “Vested Award Shares” and all remaining vested Award Shares which are not Vested in Grantee’s sole discretion, subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, and may request the Transfer Agent to electronically transfer such remaining vested Award Shares are sometimes herein referred to as an account designated by Grantee free of any restrictions, subject to any applicable administrative requirements of the “Unvested Award SharesTransfer Agent.”
Appears in 1 contract
Samples: Restricted Stock Award Agreement (CSG Systems International Inc)
Vesting of Award Shares. Recipient shall become vested in a percentage of the Award Shares shown below, subject (except as provided otherwise in this Section 1.2) to below based upon the Continuous Service of the Recipient from the Award Date of the Award Shares through the specified vesting date: (as noted hereon): If the above calculation of vested Award Shares would result in a fraction, any fraction will be rounded to zero. Upon However, notwithstanding the cessation foregoing, in the event that the Recipient ceases Continuous Service with the Company (1) by reason of death or Disability, (2) after having attained the age of sixty-five (65), (3) because the Recipient’s employment with the Company has been terminated by the Company without Cause, (4) because the Recipient has terminated employment with the Company for Good Reason, or (5) because the term of the Recipient’s written employment agreement with the Company (if any) has come to an end and has not been renewed or extended, then the Recipient shall nonetheless immediately, as of the date of such cessation of Continuous Service prior to the Vesting DateService, become fully (100%) vested in the Award Shares shall automatically be forfeited; providedShares. Furthermore, notwithstanding the foregoing, in the event that if (i) a Change of Control of the Company occurs 1 Unless otherwise indicated, all capitalized terms used in Control occurs this Agreement are defined in the Plan as of the Award Date or in the "Definitions" section of Exhibit A. Exhibit A is incorporated by reference and is included in the definition of "Agreement." while the Recipient is performing Continuous Service and with the Award Shares are not assumed, (ii) the Recipient ceases Continuous Service by reason of death or the Company terminates the Recipient’s Continuous Service due to the Recipient’s Disability (as that term is defined in a then current employment agreement or offer letter), or (iii) the Recipient’s employment agreement or offer letter provides for accelerated vesting upon such cessation of Continuous ServiceCompany, then the Recipient shall nonetheless immediately, as of the date of such Change in Control or cessation of Continuous Service, as applicableControl, become fully (100%) vested in the Award Shares. Notwithstanding the foregoing, the Board may, in its sole discretion, accelerate the vesting of the Award Shares in whole or in part. The Award Shares which have become vested pursuant to the vesting schedule or by virtue of such acceleration are herein referred to as the “"Vested Award Shares” " and all Award Shares which are not Vested Award Shares are sometimes herein referred to as the “"Unvested Award Shares.”"
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Procaccianti Hotel Reit, Inc.)
Vesting of Award Shares. Recipient shall become vested (a) Subject to earlier vesting or forfeiture as hereinafter provided, the Participant’s interest in a percentage of the Award Shares shown below, subject shall become non-forfeitable (except as provided otherwise in this Section 1.2“Vested” or “Vesting”) to {INSERT VESTING SCHEDULE} (the Continuous Service of “Vesting Date,” and the Recipient period from the Award Date through the Vesting Date being the “Vesting Period” with respect to the Award Shares).
(b) In addition to Vesting under Paragraph 3(a), the following accelerated Vesting rules may apply:
(i) If, at any time, the Participant’s employment with the Company and its Subsidiaries is terminated during the Vesting Period due to his death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), any remaining unvested Award Shares through at the specified vesting date: If the above calculation date of vested Award Shares would result in a fraction, any fraction will be rounded to zero. Upon the cessation such termination of the Recipient’s Continuous Service prior to the Vesting Date, the Award Shares employment shall automatically be forfeited; providedVested.
(ii) If, that if on or after {DATE 1 + 2 years}, the Participant’s employment with the Company and its Subsidiaries is terminated during the Vesting Period due to retirement in accordance with any applicable Company policy on mandatory or permissive, early or normal retirement as in effect at the date of such retirement, and on the date of termination either (i) a Change in Control occurs while the Recipient is performing Continuous Service and the Award Shares are not assumed, TARP Period has ended or (ii) the Recipient ceases Continuous Service by reason of death Participant is not an SEO or the Company terminates the Recipient’s Continuous Service due to the Recipient’s Disability (as that term is defined in a then current employment agreement or offer letter), or (iii) the Recipient’s employment agreement or offer letter provides for accelerated vesting upon such cessation of Continuous Servicean Affected MHCE, then the Recipient shall nonetheless immediately, as of any remaining unvested Award Shares at the date of such Change in Control termination of employment shall automatically be Vested.
(iii) If, on or cessation of Continuous Service, as applicable, become fully (100%) vested in the Award Shares. Notwithstanding the foregoingafter {DATE 1 + 2 years}, the Board mayParticipant’s employment with the Company and its Subsidiaries is terminated by the Company and its Subsidiaries during the Vesting Period for reasons other than for Cause, in its sole discretionand on the date of termination either (i) the TARP Period has ended or (ii) the Participant is not an SEO or an Affected MHCE, accelerate the vesting of the then any remaining unvested Award Shares in whole or in part. The Award Shares which have become vested pursuant to at the vesting schedule or by virtue date of such acceleration are herein referred to as the “Vested Award Shares” and all Award Shares which are not Vested Award Shares are sometimes herein referred to as the “Unvested Award Sharestermination of employment shall automatically be Vested.”
Appears in 1 contract
Vesting of Award Shares. Recipient shall become vested in a percentage of the Award Shares shown below, subject (except as provided otherwise in this Section 1.2) to the Continuous Service of the Recipient from the Award Date of the Award Shares through the specified vesting date: 25% 25% 25% 25% 1st anniversary of Award Date 2nd anniversary of Award Date 3rd anniversary of Award Date 4th anniversary of Award Date If the above calculation of vested Award Shares would result in a fraction, any fraction will be rounded to zero. Upon Except as otherwise provided in the Recipient’s employment agreement or offer letter or any severance plan in which the Recipient is a participant at the time of termination, upon the cessation of the Recipient’s Continuous Service prior to the Vesting Date, the Award Shares shall automatically be forfeited; provided, that if (i) a Change in of Control of the Company occurs while the Recipient is performing Continuous Service with the Company and the Award Shares are not assumed, (ii) assumed in connection with the Recipient ceases Continuous Service by reason Change of death or the Company terminates the Recipient’s Continuous Service due to the Recipient’s Disability (as that term is defined in a then current employment agreement or offer letter), or (iii) the Recipient’s employment agreement or offer letter provides for accelerated vesting upon such cessation of Continuous ServiceControl, then the Recipient shall nonetheless immediately, as of the date of such Change in Control or cessation of Continuous Service, as applicableControl, become fully (100%) vested in the Award Shares. Notwithstanding the foregoing, the Board Company’s Chief Executive Officer may, in its his or her sole discretion, accelerate the vesting of the Award Shares in whole or in part. In addition, the Award Shares shall become fully (100%) vested in the event the Recipient terminates employment due to death or Disability. The Award Shares which have become vested pursuant to the vesting schedule or by virtue of such acceleration are herein referred to as the “Vested Award Shares” and all Award Shares which are not Vested Award Shares are sometimes herein referred to as the “Unvested Award Shares.”
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Sila Realty Trust, Inc.)
Vesting of Award Shares. Recipient (a) Subject to Sections 2(b), (c), (d), (e) and (f) below, all of Employee’s right, title and interest in and to the Award Shares is and shall become be contingent upon and subject to the continued full-time employment of Employee by the Company during the vesting periods (the “Vesting Periods”). On the last day (the “Vesting Date”) of each Vesting Period, and provided that Employee is then a full time employee of the Company, Employee shall be deemed to be fully vested without restriction in a percentage all of the Award Shares shown belowcovered by that Vesting Period. Award Shares Grant Date Vesting Date Shares Vested 92,593 October 1, subject 2006 September 30, 2007 All Shares
(except as provided otherwise b) In the event that Employee voluntarily resigns from Employee’s full-time employment with the Company for a reason other than Good Reason or is terminated by the Company for Cause during any Vesting Period, Employee shall forfeit all right, title and interest in this Section 1.2and to all unvested Award Shares.
(c) In the event that Employee is terminated from employment by the Company prior to the Continuous Service end of any Vesting Period because the Recipient from the Award Date Employee has died or become Disabled, Employee shall thereupon become immediately vested without restriction in all of the Award Shares covered by the shorter of the next three (3) months immediately following the Date of Termination and that unexpired Vesting Period to the same extent as though Employee had remained employed through the specified vesting date: If end of such three (3) month period or unexpired Vesting Period, respectively. Employee shall forfeit all right, title and interest in and to all other unvested Award Shares.
(d) In the above calculation event that Employee is terminated from employment by the Company without Cause (other than in the event of death or Disability, it being understood that a purported termination for Disability or for Cause which is disputed and finally determined not to have been a proper termination for Cause or Disability shall be a termination by the Company without Cause) or if Employee terminates his employment for Good Reason (in each case, in the absence of a Change in Control), Employee shall thereupon become immediately vested Award Shares would result without restriction in a fraction, any fraction will be rounded to zero. Upon the cessation all of the Recipient’s Continuous Service prior to the Vesting Date, the Award Shares shall automatically be forfeited; providedthat would have vested pursuant to Section 2(a) above over the then remaining term of the Employment Agreement or, if longer, the twelve (12) month period immediately following the Date of Termination had Employee remained employed through the end of such term or twelve (12) month period, respectively.
(e) Notwithstanding anything to the contrary in Section 2 (a), (b), (c) or (d) above, in the event that if (i) the Company consummates a Change of Control, Employee shall thereupon become immediately vested without restriction in Control occurs while one-half of the Recipient is performing Continuous Service and the number of unvested Award Shares are not assumed, (ii) the Recipient ceases Continuous Service by reason of death or the Company terminates the Recipient’s Continuous Service due to the Recipient’s Disability (as that term is defined in a then current employment agreement or offer letter), or (iii) the Recipient’s employment agreement or offer letter provides for accelerated vesting upon such cessation of Continuous Service, then the Recipient shall nonetheless immediately, as of the date of such the Change of Control (comprising those Shares scheduled next to vest), and the remaining unvested Award Shares shall continue to vest in accordance with this Section 2.
(f) Notwithstanding anything to the contrary in this Section 2, in the event that (i) upon or within six months before a Change of Control or cessation within two years following a Change of Continuous Service, as applicable, become fully Control either (100%x) vested the Company terminates Employee’s employment without Cause (other than in the Award Shares. Notwithstanding event of death or Disability, it being understood that a purported termination for Disability or for Cause which is disputed and finally determined not to have been proper termination for Cause or Disability shall be a termination by the foregoingCompany without Cause) or (y) Employee terminates his employment for Good Reason, or (ii) the Chairman of the Board may, in its sole discretion, accelerate the vesting of the Award Shares in whole or in part. The Award Shares which have become vested pursuant Company immediately prior to the vesting schedule consummation of a Change of Control ceases to be the Chairman of the Board of the Company, or by virtue any successor thereto, immediately following the Change of such acceleration are herein referred to as Control and Employee terminates his employment, then Employee shall thereupon become immediately vested without restriction in all of the “Vested Award Shares” and all Award Shares which are not Vested Award Shares are sometimes herein referred to as the “Unvested unvested Award Shares.”
Appears in 1 contract
Samples: Matching Restricted Stock Award Agreement (Xata Corp /Mn/)
Vesting of Award Shares. Recipient shall become vested in a percentage of the Award Shares shown below, subject (except as provided otherwise in this Section 1.2) to below based upon the Continuous Service of the Recipient from the Award Date of the Award Shares through the specified vesting date: (as noted hereon): If the above calculation of vested Award Shares would result in a fraction, any fraction will be rounded to zero. Upon However, notwithstanding the cessation foregoing, in the event that the Recipient ceases Continuous Service with the Company (1) by reason of death or Disability, (2) after having attained the age of sixty-five (65), (3) because the Recipient’s employment with the Company has been terminated by the Company without Cause, (4) because the Recipient has terminated employment with the Company for Good Reason, or (5) because the term of the Recipient’s written employment agreement with the Company (if any) has come to an end and has not been renewed or extended, then the Recipient shall nonetheless immediately, as of the date of such cessation of Continuous Service prior to the Vesting DateService, become fully (100%) vested in the Award Shares shall automatically be forfeited; providedShares. Furthermore, notwithstanding the foregoing, in the event that if (i) a Change in of Control of the Company occurs while the Recipient is performing Continuous Service and with the Award Shares are not assumed, (ii) the Recipient ceases Continuous Service by reason of death or the Company terminates the Recipient’s Continuous Service due to the Recipient’s Disability (as that term is defined in a then current employment agreement or offer letter), or (iii) the Recipient’s employment agreement or offer letter provides for accelerated vesting upon such cessation of Continuous ServiceCompany, then the Recipient shall nonetheless immediately, as of the date of such Change in Control or cessation of Continuous Service, as applicableControl, become fully (100%) vested in the 1 Unless otherwise indicated, all capitalized terms used in this Agreement are defined in the Plan as of the Award Date or in the “Definitions” section of Exhibit A. Exhibit A is incorporated by reference and is included in the definition of “Agreement.” Award Shares. Notwithstanding the foregoing, the Board may, in its sole discretion, accelerate the vesting of the Award Shares in whole or in part. The Award Shares which have become vested pursuant to the vesting schedule or by virtue of such acceleration are herein referred to as the “Vested Award Shares” and all Award Shares which are not Vested Award Shares are sometimes herein referred to as the “Unvested Award Shares.”
Appears in 1 contract
Samples: Restricted Stock Award Agreement (NexPoint Hospitality Trust, Inc.)
Vesting of Award Shares. Recipient shall become vested in a percentage of the Award Shares shown below, subject (except as provided otherwise in this Section 1.2a) to the Continuous Service of the Recipient from the Award Date of the Award Shares through the specified vesting date: If the above calculation of vested Award Shares would result in a fraction, any fraction will be rounded to zero. Upon the cessation of the Recipient’s Continuous Service prior to the Vesting Date, the The Award Shares shall automatically be forfeited; providedvest, that if at all, in Grantee based upon and subject to (i) a Change the Company’s attainment for 200X of either (I) the Adjusted Earnings Per Diluted Share target set forth in Control occurs while the Recipient is performing Continuous Service and following table or (II) the Company Stock Price target set forth in the following table (collectively, the “Performance Goals”, which were established by the Committee on the Award Shares are not assumedDate), (ii) the Recipient ceases Continuous Service by reason Committee’s certification of death or the Company terminates the Recipient’s Continuous Service due to the Recipient’s Disability (such attainment as that term is defined provided in a then current employment agreement or offer letterSection 2(b), or and (iii) Grantee’s satisfaction of the Recipientcontinuous employment requirement set forth in Section 2(b): 200X
(1) Adjusted Earnings Per Diluted Share (“Adjusted EPS”) actually attained for 200X will be based on information contained in the Company’s employment agreement audited consolidated statement of operations for 200X and will be calculated as set forth in Exhibit A to this Agreement.
(2) The Company Stock Price (the “Stock Price”) actually attained for 200X will be equal to the average Fair Market Value (as defined in the Plan) of the Common Stock for the first twenty (20) trading days occurring after the day on which the Company first publicly reports its results of operations for 200X, an illustration of the relevant calculation being set forth in Exhibit B to this Agreement.
(b) As soon as practicable after December 31, 200X, the Committee shall certify in writing whether or offer letter provides not the Company attained either of the Performance Goals for accelerated vesting upon such cessation of Continuous Service, then 200X. No Award Shares will vest in Grantee (i) unless and until the Recipient shall nonetheless immediately, as of Committee has certified in writing that an applicable Performance Goal has been attained for 200X and (ii) unless Grantee has been continuously employed by the Company from the Award Date through the date of such Change Committee certification.
(c) For purposes of this Agreement, a “Termination of Employment” of Grantee means the effective time when the employer-employee relationship between Grantee and the Company terminates for any reason whatsoever.
(d) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary (as defined in Control the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or cessation another Subsidiary shall be deemed to be a Termination of Continuous Service, as applicable, Employment of Grantee.
(e) After Grantee has become fully (100%) vested in the Award Shares. Notwithstanding the foregoing, the Board may, in its sole discretion, accelerate the vesting any of the Award Shares in whole or in part. The and, if applicable, after the cancellation of certain of the Award Shares which have become as provided for in Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested pursuant to Award Shares in the vesting schedule or by virtue Restricted Stock Account. Grantee thereafter may dispose of such acceleration are herein referred to as the “Vested Award Shares” and all remaining vested Award Shares which are not Vested in Grantee’s sole discretion, subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares are sometimes herein referred to as the “Unvested Award Sharesin Xxxxxxx’s name free of any restrictions.”
Appears in 1 contract
Samples: Restricted Stock Award Agreement (CSG Systems International Inc)
Vesting of Award Shares. Recipient shall become vested in a percentage (a) XXXXX (XX%) of the Award Shares shown below, subject (except as provided otherwise rounded to the nearest whole number automatically will vest in Grantee on each of the first XXXXX (X) anniversaries of the Award Date (each such anniversary being referred to in this Section 1.2) to Agreement as a “Vesting Date”); provided, however, that no Award Shares shall vest in Grantee on a particular Vesting Date unless Grantee has been continuously employed by the Continuous Service of the Recipient Company from the Award Date until such Vesting Date.
(b) Upon the termination of Grantee’s employment with the Company or a Subsidiary by reason of Grantee’s death, all of the Award Shares through the specified vesting date: If the above calculation of that have not previously vested Award Shares would result in a fraction, any fraction under Section 2(a) or been forfeited under Section 3 will be rounded to zero. Upon the cessation of the Recipient’s Continuous Service prior to the Vesting Date, the Award Shares shall automatically be forfeited; provided, that if (i) a Change in Control occurs while the Recipient is performing Continuous Service and the Award Shares are not assumed, (ii) the Recipient ceases Continuous Service by reason of death or the Company terminates the Recipient’s Continuous Service due to the Recipient’s Disability (as that term is defined in a then current employment agreement or offer letter), or (iii) the Recipient’s employment agreement or offer letter provides for accelerated vesting upon such cessation of Continuous Service, then the Recipient shall nonetheless immediately, as of immediately vest on the date of such Change Grantee’s death.
(c) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary (as defined in Control the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or cessation another Subsidiary shall be deemed to be a Termination of Continuous Service, as applicable, Employment of Grantee.
(d) After Grantee has become fully (100%) vested in the Award Shares. Notwithstanding the foregoing, the Board may, in its sole discretion, accelerate the vesting any of the Award Shares in whole or in part. The and, if applicable, after the cancellation of certain of the Award Shares which have as provided for in Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested Award Shares in the Restricted Stock Account. Grantee thereafter may dispose of such remaining vested Award Shares in Grantee’s sole discretion, subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares in Grantee’s name free of any restrictions. In the event of Grantee’s death, the Company will instruct the Transfer Agent to transfer the Award Shares that become vested pursuant upon Grantee’s death to the vesting schedule or by virtue of such acceleration are herein referred to Grantee’s estate as the “Vested Award Shares” and all Award Shares which are not Vested Award Shares are sometimes herein referred to soon as the “Unvested Award Sharesadministratively practicable following Grantee’s death.”
Appears in 1 contract
Samples: Restricted Stock Award Agreement (CSG Systems International Inc)
Vesting of Award Shares. Recipient shall become vested in a percentage of the Award Shares shown below, subject (except as provided otherwise in this Section 1.2a) to the Continuous Service of the Recipient from the Award Date of the Award Shares through the specified vesting date: If the above calculation of vested Award Shares would result in a fraction, any fraction will be rounded to zero. Upon the cessation of the Recipient’s Continuous Service prior to the Vesting Date, the The Award Shares shall automatically be forfeited; providedvest, that if at all, in Grantee in three installments, as set forth in the following table, based upon and subject to (i) the Company’s attainment for a Change Performance Period set forth in Control occurs while the Recipient is performing Continuous Service and following table of either (I) the applicable Adjusted Earnings Per Diluted Share target set forth in the following table or (II) the applicable Company Stock Price target set forth in the following table (collectively, the “Performance Goals”, which were established by the Committee on the Award Shares are not assumedDate), (ii) the Recipient ceases Continuous Service by reason Committee’s certification of death or the Company terminates the Recipient’s Continuous Service due to the Recipient’s Disability (such attainment as that term is defined provided in a then current employment agreement or offer letterSection 2(b), or and (iii) Grantee’s satisfaction of the Recipientcontinuous employment requirement set forth in Section 2(b): 200X _____ 200Y _____ 200Z _____
(1) Adjusted Earnings Per Diluted Share (“Adjusted EPS”) actually attained for a Performance Period will be based on information contained in the Company’s employment agreement audited consolidated statement of operations for such Performance Period and will be calculated as set forth in Exhibit A to this Agreement.
(2) The Company Stock Price (the “Stock Price”) actually attained for a Performance Period will be equal to the average Fair Market Value (as defined in the Plan) of the Common Stock for the first twenty (20) trading days occurring after the day on which the Company first publicly reports its results of operations for such Performance Period, an illustration of the relevant calculation being set forth in Exhibit B to this Agreement.
(b) As soon as practicable after the end of each Performance Period, the Committee shall certify in writing whether or offer letter provides not the Company attained either of the Performance Goals for accelerated vesting upon such cessation of Continuous Service, then Performance Period. No Award Shares will vest in Grantee (i) unless and until the Recipient shall nonetheless immediately, as of Committee has certified in writing that an applicable Performance Goal has been attained for a particular Performance Period and (ii) unless Grantee has been continuously employed by the Company from the Award Date through the date of such Change Committee certification.
(c) If, pursuant to Section 2(b), the Committee certifies in Control writing that neither of the Performance Goals for the first or cessation of Continuous Servicesecond Performance Period has been met, then the Award Shares Subject to Vesting for such Performance Period, as applicableshown in the table in Section 2(a), become fully nevertheless may vest in Grantee at the end of a subsequent Performance Period shown in such table if (100%i) one of the Performance Goals for such subsequent Performance Period is attained, (ii) the Committee certifies such attainment in accordance with Section 2(b), and (iii) Grantee has been continuously employed by the Company from the Award Date through the date of such Committee certification. Solely by way of illustration of the possible operation of this Section 2(c), if the Company’s Adjusted EPS for the 200X Performance Period is $X.XX and the applicable Stock Price for such Performance Period is $XX.XX, then neither of the Performance Goals for such Performance Period will have been attained, and no Award Shares will vest in Grantee for such Performance Period. However, if the Company’s Adjusted EPS for the 200Y Performance Period is at least $X.XX or the Stock Price for such Performance Period is at least $XX.XX, as certified by the Committee in accordance with Section 2(b), then the Award Shares which are subject to vesting for both the 200X and 200Y Performance Periods will vest in Grantee as long as Grantee has been continuously employed by the Company from the Award Date through the date of such Committee certification. A similar deferred vesting may occur if the Company did not attain a Performance Goal for the 200X or 200Y Performance Period but attains one of the Performance Goals for the 200Z Performance Period, the Committee certifies such attainment, and Xxxxxxx has been continuously employed by the Company from the Award Date through the date of such Committee certification. If Award Shares have vested in Grantee for a particular Performance Period, the failure of the Company to attain any Performance Goal for a subsequent Performance Period shall have no effect upon such vested Award Shares. Notwithstanding .
(d) For purposes of this Agreement, a “Termination of Employment” of Grantee means the foregoingeffective time when the employer-employee relationship between Grantee and the Company terminates for any reason whatsoever.
(e) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the Board may, term “Company” shall include a Subsidiary (as defined in its sole discretion, accelerate the vesting Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee.
(f) After Grantee has become vested in any of the Award Shares in whole or in part. The and, if applicable, after the cancellation of certain of the Award Shares which have become as provided for in Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested pursuant to Award Shares in the vesting schedule or by virtue Restricted Stock Account. Grantee thereafter may dispose of such acceleration are herein referred to as the “Vested Award Shares” and all remaining vested Award Shares which are not Vested in Grantee’s sole discretion, subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares are sometimes herein referred to as the “Unvested Award Sharesin Xxxxxxx’s name free of any restrictions.”
Appears in 1 contract
Samples: Restricted Stock Award Agreement (CSG Systems International Inc)
Vesting of Award Shares. Recipient shall become vested in a percentage (a) Twenty-five percent (25%) of the Award Shares shown belowautomatically will vest in Grantee on each of July 1, subject 2006, July 1, 2007, July 1, 2008, and July 1, 2009 (except as provided otherwise each such date being referred to in this Section 1.2) to Agreement as a “Vesting Date”); provided, however, that no Award Shares shall vest in Grantee on a particular Vesting Date unless Grantee has been continuously employed by the Continuous Service of the Recipient Company from the Award Date until such Vesting Date. Notwithstanding the foregoing provisions of this Section 2(a), if Grantee’s employment with the Company terminates after March 31, 2008, solely as a result of Grantee’s voluntary retirement from the employ of the Company, then all Award Shares which have not previously vested in Grantee pursuant to this Section 2(a) as of the effective date of such termination of Grantee’s employment automatically shall fully vest in Grantee on such effective date.
(b) For purposes of this Agreement, a “Termination of Employment” of Grantee means the effective time when the employer-employee relationship between Grantee and the Company terminates for any reason whatsoever.
(c) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary (as defined in the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee.
(d) After the Grantee has become vested in any of the Award Shares through the specified vesting date: If the above calculation of vested Award Shares would result in a fractionand, any fraction will be rounded to zero. Upon the cessation of the Recipient’s Continuous Service prior to the Vesting Date, the Award Shares shall automatically be forfeited; provided, that if (i) a Change in Control occurs while the Recipient is performing Continuous Service and the Award Shares are not assumed, (ii) the Recipient ceases Continuous Service by reason of death or the Company terminates the Recipient’s Continuous Service due to the Recipient’s Disability (as that term is defined in a then current employment agreement or offer letter), or (iii) the Recipient’s employment agreement or offer letter provides for accelerated vesting upon such cessation of Continuous Service, then the Recipient shall nonetheless immediately, as of the date of such Change in Control or cessation of Continuous Service, as applicable, become fully (100%) vested in after the Award Shares. Notwithstanding the foregoing, the Board may, in its sole discretion, accelerate the vesting cancellation of certain of the Award Shares as provided for in whole Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or in part. The other disposition of the then remaining vested Award Shares which have become vested pursuant in the Restricted Stock Account. Grantee thereafter shall be free to the vesting schedule or by virtue deal with and dispose of such acceleration are herein referred to as the “Vested Award Shares” and all remaining vested Award Shares which are not Vested in Grantee’s sole discretion and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares are sometimes herein referred to as the “Unvested Award Sharesin Grantee’s name free of any restrictions.”
Appears in 1 contract
Samples: Restricted Stock Award Agreement (CSG Systems International Inc)
Vesting of Award Shares. Recipient shall become vested in a percentage (a) Fifty percent (50%) of the Award Shares shown belowautomatically will vest in Grantee on that date which is the first anniversary of the Award Date, subject twenty-five percent (except as provided otherwise 25%) of the Award Shares automatically will vest in Grantee on that date which is eighteen (18) months after the Award Date, and twenty-five percent (25%) of the Award Shares automatically will vest in Grantee on that date which is the second anniversary of the Award Date (each date referred to in the preceding provisions of this Section 2(a) being referred to in this Section 1.2) to Agreement as a “Vesting Date”); provided, however, that no Award Shares shall vest in Grantee on a particular Vesting Date unless Grantee has been continuously employed by the Continuous Service of the Recipient Company from the Award Date until such Vesting Date. Notwithstanding the preceding provisions of this Section 2(a), if the Grantee’s employment with the Company is terminated by the Company without cause (as defined in the Employment Agreement dated November 17, 1998, among the Company, CSG Systems, Inc., and the Grantee), then all Award Shares which have not previously vested in Grantee pursuant to this Section 2(a) as of the effective date of such termination of the Grantee’s employment without cause automatically shall fully vest in Grantee on such effective date.
(b) For purposes of this Agreement, a “Termination of Employment” of Grantee means the effective time when the employer-employee relationship between Grantee and the Company terminates for any reason whatsoever.
(c) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary (as defined in the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee.
(d) After the Grantee has become vested in any of the Award Shares through the specified vesting date: If the above calculation of vested Award Shares would result in a fractionand, any fraction will be rounded to zero. Upon the cessation of the Recipient’s Continuous Service prior to the Vesting Date, the Award Shares shall automatically be forfeited; provided, that if (i) a Change in Control occurs while the Recipient is performing Continuous Service and the Award Shares are not assumed, (ii) the Recipient ceases Continuous Service by reason of death or the Company terminates the Recipient’s Continuous Service due to the Recipient’s Disability (as that term is defined in a then current employment agreement or offer letter), or (iii) the Recipient’s employment agreement or offer letter provides for accelerated vesting upon such cessation of Continuous Service, then the Recipient shall nonetheless immediately, as of the date of such Change in Control or cessation of Continuous Service, as applicable, become fully (100%) vested in after the Award Shares. Notwithstanding the foregoing, the Board may, in its sole discretion, accelerate the vesting cancellation of certain of the Award Shares as provided for in whole Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or in part. The other disposition of the then remaining vested Award Shares which have become vested pursuant in the Restricted Stock Account. Grantee thereafter shall be free to the vesting schedule or by virtue deal with and dispose of such acceleration are herein referred to as the “Vested Award Shares” and all remaining vested Award Shares which are not Vested in Grantee’s sole discretion and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares are sometimes herein referred to as the “Unvested Award Sharesin Grantee’s name free of any restrictions.”
Appears in 1 contract
Samples: Restricted Stock Award Agreement (CSG Systems International Inc)
Vesting of Award Shares. Recipient shall become vested in a percentage of the Award Shares shown below, subject (except as provided otherwise in this Section 1.2a) to the Continuous Service of the Recipient from the Award Date of the Award Shares through the specified vesting date: If the above calculation of vested Award Shares would result in a fraction, any fraction will be rounded to zero. Upon the cessation of the Recipient’s Continuous Service prior to the Vesting Date, the The Award Shares shall automatically be forfeited; providedvest, that if at all, in Grantee in three installments, as set forth in the following table, based upon and subject to (i) the Company’s attainment for a Change Performance Period set forth in Control occurs while the Recipient is performing Continuous Service and following table of either (I) the applicable Adjusted Annual EPS target set forth in the following table or (II) the applicable Company Annual Stock Price Target set forth in the following table (collectively, the “Performance Goals”, which were established by the Committee on the Award Shares are not assumedDate), (ii) the Recipient ceases Continuous Service by reason Committee’s certification of death or the Company terminates the Recipient’s Continuous Service due to the Recipient’s Disability (such attainment as that term is defined provided in a then current employment agreement or offer letterSection 2(b), or and (iii) Grantee’s satisfaction of the Recipientcontinuous employment requirement set forth in Section 2(b): Performance Period (calendar year) Number of Award Shares Subject to Vesting for the Performance Period Performance Goals Adjusted Annual EPS Target (1) Company Annual Stock Price Target (2)
(1) Adjusted Annual EPS (“Adjusted EPS”) actually attained for a Performance Period will be based on information contained in the Company’s employment agreement audited consolidated statement of operations for such Performance Period and will be calculated as set forth in Exhibit A to this Agreement.
(2) The Company Annual Stock Price (the “Stock Price”) actually attained for a Performance Period will be equal to the average Fair Market Value (as defined in the Plan) of the Common Stock for the first twenty (20) trading days occurring after the day on which the Company first publicly reports its results of operations for such Performance Period and will be calculated as set forth in Exhibit B to this Agreement.
(b) As soon as practicable after the end of each Performance Period, the Committee shall certify in writing whether or offer letter provides not the Company attained either of the Performance Goals for accelerated vesting upon such cessation of Continuous Service, then Performance Period. No Award Shares will vest in Grantee (i) unless and until the Recipient shall nonetheless immediately, as of Committee has certified in writing that an applicable Performance Goal has been attained for a particular Performance Period and (ii) unless Grantee has been continuously employed by the Company from the Award Date through the date of such Change Committee certification.
(c) If, pursuant to Section 2(b), the Committee certifies in Control writing that neither of the applicable Performance Goals for the first or cessation of Continuous Servicesecond Performance Period has been met, then the Award Shares Subject to Vesting for such Performance Period, as applicableshown in the table in Section 2(a), become fully nevertheless may vest in Grantee at the end of a subsequent Performance Period shown in such table if (100%i) one of the applicable Performance Goals for such subsequent Performance Period is attained, (ii) the Committee certifies such attainment in accordance with Section 2(b), and (iii) Grantee has been continuously employed by the Company from the Award Date through the date of such Committee certification. Solely by way of illustration of the possible operation of this Section 2(c), if the Company’s Adjusted EPS for the 2011 Performance Period is $X.XX and the applicable Stock Price for such Performance Period is $XX.XX, then neither of the Performance Goals for such Performance Period will have been attained, and no Award Shares will vest in Grantee for such Performance Period. However, if the Company’s Adjusted EPS for the 2012 Performance Period is at least $X.XX or the Stock Price for such Performance Period is at least $XX.XX, as certified by the Committee in accordance with Section 2(b), then the Award Shares which are subject to vesting for both the 2011 and 2012 Performance Periods will vest in Grantee as long as Grantee has been continuously employed by the Company from the Award Date through the date of such Committee certification. A similar deferred vesting may occur if the Company did not attain an applicable Performance Goal for the 2011 or 2012 Performance Period but attains one of the applicable Performance Goals for the 2013 Performance Period, the Committee certifies such attainment, and Xxxxxxx has been continuously employed by the Company from the Award Date through the date of such Committee certification. If Award Shares have vested in Grantee for a particular Performance Period, the failure of the Company to attain any Performance Goal for a subsequent Performance Period shall have no effect upon such vested Award Shares. Notwithstanding .
(d) For purposes of this Agreement, a “Termination of Employment” of Grantee means the foregoingeffective time when the employer-employee relationship between Grantee and the Company terminates for any reason whatsoever.
(e) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the Board may, term “Company” shall include a Subsidiary (as defined in its sole discretion, accelerate the vesting Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee.
(f) After Grantee has become vested in any of the Award Shares in whole or in part. The and, if applicable, after the cancellation of certain of the Award Shares which have become as provided for in Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or other disposition of the then remaining vested pursuant to Award Shares in the vesting schedule or by virtue Restricted Stock Account. Grantee thereafter may dispose of such acceleration are herein referred to as the “Vested Award Shares” and all remaining vested Award Shares which are not Vested in Grantee’s sole discretion, subject to compliance with securities and other applicable laws and Company policies with respect to dispositions of Company stock, and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares are sometimes herein referred to as the “Unvested Award Sharesin Xxxxxxx’s name free of any restrictions.”
Appears in 1 contract
Samples: Restricted Stock Award Agreement (CSG Systems International Inc)
Vesting of Award Shares. Recipient shall become vested in a percentage (a) Twenty-five percent (25%) of the Award Shares shown belowautomatically will vest in Grantee on the first anniversary of the Award Date, subject and seventy-five percent (except as provided otherwise 75%) of the Award Shares automatically will vest in Grantee on the second anniversary of the Award Date (each such anniversary being referred to in this Section 1.2) to Agreement as a “Vesting Date”); provided, however, that no Award Shares shall vest in Grantee on a particular Vesting Date unless Grantee has been continuously employed by the Continuous Service of the Recipient Company from the Award Date until such Vesting Date. Notwithstanding the preceding provisions of this Section 2(a), if the Grantee’s employment with the Company is terminated by the Company without cause (as defined in the Employment Agreement dated January 18, 2001, among the Company, CSG Systems, Inc., and the Grantee), then all Award Shares which have not previously vested in Grantee pursuant to this Section 2(a) as of the effective date of such termination of the Grantee’s employment without cause automatically shall fully vest in Grantee on such effective date.
(b) For purposes of this Agreement, a “Termination of Employment” of Grantee means the effective time when the employer-employee relationship between Grantee and the Company terminates for any reason whatsoever.
(c) In determining the existence of continuous employment of Grantee by the Company or the existence of an employer-employee relationship between Grantee and the Company for purposes of this Agreement, the term “Company” shall include a Subsidiary (as defined in the Plan); and neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee.
(d) After the Grantee has become vested in any of the Award Shares through the specified vesting date: If the above calculation of vested Award Shares would result in a fractionand, any fraction will be rounded to zero. Upon the cessation of the Recipient’s Continuous Service prior to the Vesting Date, the Award Shares shall automatically be forfeited; provided, that if (i) a Change in Control occurs while the Recipient is performing Continuous Service and the Award Shares are not assumed, (ii) the Recipient ceases Continuous Service by reason of death or the Company terminates the Recipient’s Continuous Service due to the Recipient’s Disability (as that term is defined in a then current employment agreement or offer letter), or (iii) the Recipient’s employment agreement or offer letter provides for accelerated vesting upon such cessation of Continuous Service, then the Recipient shall nonetheless immediately, as of the date of such Change in Control or cessation of Continuous Service, as applicable, become fully (100%) vested in after the Award Shares. Notwithstanding the foregoing, the Board may, in its sole discretion, accelerate the vesting cancellation of certain of the Award Shares as provided for in whole Section 12(b) has occurred, the Company will instruct the Transfer Agent to remove all restrictions on the transfer, assignment, pledge, encumbrance, or in part. The other disposition of the then remaining vested Award Shares which have become vested pursuant in the Restricted Stock Account. Grantee thereafter shall be free to the vesting schedule or by virtue deal with and dispose of such acceleration are herein referred to as the “Vested Award Shares” and all remaining vested Award Shares which are not Vested in Grantee’s sole discretion and may request the Transfer Agent to issue a certificate for such remaining vested Award Shares are sometimes herein referred to as the “Unvested Award Sharesin Grantee’s name free of any restrictions.”
Appears in 1 contract
Samples: Restricted Stock Award Agreement (CSG Systems International Inc)
Vesting of Award Shares. Recipient (a) Subject to Sections 2(b), (c), (d), (e), (f), and (g) below, all of Employee's right, title, and interest in and to the Award Shares is and shall become be contingent upon and subject to the continued full-time employment of Employee by the Company or its subsidiaries during the five-year period ending ________________ (the "Vesting Period"). At the end of the Vesting Period, and provided that Employee is then a full-time employee of the Company or its subsidiaries, and, further provided, that the conditions set forth in Section 2(b) below have been met, Employee shall be deemed to be fully vested without restriction in a percentage all of the Award Shares shown below, subject Shares.
(except as provided otherwise in this Section 1.2b) to the Continuous Service of the Recipient from the Award Date of the Award Shares through the specified vesting date: If the above calculation of vested Award Shares would result in a fraction, any fraction will be rounded to zero. Upon the cessation of the Recipient’s Continuous Service prior to the Vesting Date, the Award Shares shall automatically be forfeited; provided, that if (i) a Change in Control occurs while the Recipient is performing Continuous Service and the Award Shares are not assumed, (ii) the Recipient ceases Continuous Service by reason of death or the Company terminates the Recipient’s Continuous Service due to the Recipient’s Disability (as that term is defined in a then current employment agreement or offer letter), or (iii) the Recipient’s employment agreement or offer letter provides for accelerated vesting upon such cessation of Continuous Service, then the Recipient shall nonetheless immediately, as of the date of such Change in Control or cessation of Continuous Service, as applicable, become fully (100%) vested in the Award Shares. Notwithstanding the foregoing, the Board may, in its sole discretion, accelerate the The vesting of the Award Shares shall be further contingent on the Company's having attained the Minimum Performance Goal described in whole or in part. The Award Shares which have become vested pursuant the Appendix.
(c) In the event that Employee voluntarily resigns from Employee's full-time employment with the Company and its subsidiaries prior to the vesting schedule or by virtue end of such acceleration are herein referred the Vesting Period, Employee shall forfeit all right, title, and interest in and to as the “Vested Award Shares” and all Award Shares which are not Vested Award Shares are sometimes herein referred to as the “Unvested Award Shares.”
(d) In the event that Employee is terminated from employment with the Company and its subsidiaries for cause (as defined in the Employment Agreement between the Company and Employee) prior to the end of the Vesting Period, Employee shall forfeit all right, title, and interest in and to the Award Shares.
(e) In the event that Employee is terminated from employment with the Company and its subsidiaries without Just Cause (as defined in the Employment Agreement between the Company and the Employee dated _____________) prior to the end of the Vesting Period, Employee shall thereupon (i) become immediately vested in a fraction of the Award Shares, the numerator of which shall be the number of full twelve-month periods during which Employee was employed by the Company or its subsidiaries since ___________ and the denominator of which shall be five, subject to the Company's having met the Minimum Performance Goal during the fiscal years beginning ____________, through the end of the fiscal year immediately preceding the date of termination and (ii) forfeit all right, title, and interest in and to the remaining balance of the Award Shares.
(f) In the event that Employee is terminated from employment prior to the end of the Vesting Period because the Employee has died or become permanently disabled within the meaning of Section 105(b) (4) of the Internal Revenue Code of 1986, Employee shall thereupon (i) become immediately vested in a fraction of the Award Shares, the numerator of which shall be the number of full twelve-month periods during which Employee was employed by the Company or its subsidiaries since __________________ and the denominator of which shall be five, subject to the Company's having met the Minimum Performance Goal during the fiscal years beginning ________________, through the end of the fiscal year immediately preceding the date of termination and (ii) forfeit all right, title, and interest in and to the remaining balance of the Award Shares.
(g) In the event of a "Change in Control" of the Company as defined in the Plan, Employee shall thereupon become immediately vested without restriction in all of the Award Shares.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Rural Cellular Corp)