Vesting of Awards. In the event of a Change in Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace awards granted to the Executive under the terms of the 2013 Equity Plan that are outstanding as of the Change in Control, and such awards or replacements therefore shall remain outstanding and be governed by their respective terms. If and to the extent that outstanding awards granted to the Executive under the terms of the 2013 Equity Plan are not continued, assumed or replaced in connection with a Change in Control, then the vesting of such awards shall be accelerated and such awards shall become immediately fully vested and, in the case of options, exercisable in full as of the Change in Control. With respect to outstanding awards granted to the Executive under the terms of the 2013 Equity Plan that are subject to performance-based vesting conditions, the level of achievement of the performance-based vesting conditions shall be measured consistent with the original terms of the award to preserve the intent of the metrics, and to the extent performance can no longer be reasonably measured consistent with the original terms, the vesting of such awards shall be accelerated and such awards shall become immediately fully vested and, in the case of options, exercisable in full as of the Change in Control. The reference to "fully vested" in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.
Vesting of Awards a. All stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of a Change in Control shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and become exercisable in full upon the consummation of such Change in Control and shall remain outstanding and in effect in accordance with their terms, and any restrictions, forfeiture conditions or other conditions or criteria applicable to any such awards shall lapse immediately upon the consummation of such Change in Control. Notwithstanding the foregoing, any such award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time (“Section 409A”) shall only fully vest and become exercisable in full immediately upon a “change in ownership or effective control” as defined in Section 409A that also constitutes a Change in Control as defined in Section 3.1 above. Subject to Section 3.2(b) below, Executive may exercise any such stock options or other exercisable awards at any time before the expiration of their term.
b. Notwithstanding anything in Section 3.2(a) to the contrary, in the event of a Change in Control, the Company may, in its sole discretion, provide for the cancellation upon the consummation of such Change in Control of all outstanding stock options, restricted stock awards, restricted stock units and similar equity awards granted to Executive by the Company prior to the date of such Change in Control, whether or not vested and exercisable, and a payment in cash, property, or a combination thereof, will be made to Executive within ten (10) days after the consummation of the Change in Control in an amount equal to (a) in the case of stock options and similar appreciation awards, the excess, if any, of (i) the per share consideration received by a shareholder of the Company’s capital stock in connection with the Change in Control (the “Change in Control Price”) over (ii) the exercise price or purchase price per share, if any, of the underlying award, multiplied by the number of unexercised shares subject to such equity award, and (b) in the case of restricted stock awards, restricted stock units and similar f...
Vesting of Awards. For purposes of this Section 4.3, Incentive Awards will vest 20% per year from the date the award was declared. The interest credited to each Incentive Award will also vest 20% per year from the date the award was declared.
Vesting of Awards. For purposes of this Section 4.3, Incentive Awards will vest 20% upon declaration of the Award and 20% per year thereafter from the date the award was declared. Payment of Benefit. The Company shall pay the benefit to the Director in a single lump sum within 60 days after Termination of Service.
Vesting of Awards. In the event of a Change in Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace awards granted to the Executive under the terms of the 2013 Equity Plan that are outstanding as of the Change in Control, and such awards or replacements therefore shall remain outstanding and be governed by their respective terms. If and to the extent that outstanding awards granted to the Executive under the terms of the 2013 Equity Plan are not continued, assumed or replaced in connection with a Change in Control, then the vesting of such awards shall be accelerated and such awards shall become immediately fully vested and, in the case of options, exercisable in full as of the Change in Control. With respect to outstanding awards granted to the Executive under the terms of the 2013 Equity Plan, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award.
Vesting of Awards. All stock options, restricted stock awards, restricted stock units and similar awards granted to Executive by the Company prior to the date of a Change in Control shall, notwithstanding any contrary provision of any applicable plan or agreement covering any such stock options, restricted stock awards, restricted stock units or similar awards, fully vest and become exercisable in full immediately prior to such Change in Control and shall remain outstanding and in effect in accordance with their terms, and any restrictions, deferral limitations, forfeiture conditions or other conditions or criteria applicable to any such awards shall lapse immediately prior to such Change in Control. Executive may exercise any such stock options or other exercisable awards at any time before the expiration of their term. After a Change in Control, if any option (the "Terminated Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent shall, at the Executive's option and in his sole discretion, either:
(a) issue an option (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Executive would receive the same number of shares of the successor's/Parent's common stock as the Executive would have received had the Executive exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option. The term of such Successor Option shall equal the remainder of the term of the Terminated Option (as if the Terminated Option had remained outstanding) and such Successor Option shall be fully vested and exercisable in full on the date of its grant; or
(b) pay the Executive a bonus within ten (10) days after the consummation of the Change in Control, in an amount agreed to by the Company and the Executive. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Executive would have realized if he had been issued a Successor Option under clause (a) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also refle...
Vesting of Awards. (a) Subject to Section 3 above, a Performance Share Unit Award shall vest only if, and to the extent, any one or more of the performance goals set forth in the Performance Goal Annex have been achieved during the applicable Performance Period and such performance is certified in writing by the Committee. If, and to the extent that, any one or more of the performance goals have not been achieved during the applicable Performance Period, your rights to the portion of the Award tied to such unachieved performance goal shall be immediately and irrevocably forfeited as of the last day of such Performance Period (unless previously forfeited pursuant to Section 3 above). The Committee shall determine, in its sole discretion, and certify in accordance with the requirements of Section 162(m) of the Code, whether and to what extent the performance goals have been satisfied as soon practicable after the completion of the applicable Performance Period (the date on which the Committee certifies the satisfaction of the performance goals set forth on the attached Performance Goal Annex shall be the “Vesting Date” for the applicable Performance Share Unit Award).
(b) Subject to Section 3 above, a Restricted Stock Unit Award shall vest only if, and to the extent that, any one or more of the vesting conditions set forth in the Notice of Grant or, if applicable, in a Vesting Conditions Annex have been satisfied during the applicable Period of Restriction or Performance Period. If, and to the extent that, any one or more of the vesting conditions have not been satisfied during the applicable Period of Restriction or Performance Period, your rights to any portion of the Award tied to such unachieved vesting condition shall be immediately and irrevocably forfeited as of the applicable Vesting Date (unless previously forfeited pursuant to Section 3 above).
Vesting of Awards. (a) Except as provided in Sections 5(b) or 8 below, the Option shall vest in _______ equal annual installments on each February 15th beginning February 15, 20__; provided that (i) the Grantee remains continuously employed by the Company through each such applicable vesting date, and (ii) the Grantee has duly executed this Agreement prior to the first such vesting date.
(b) Notwithstanding Section 5(a), in the event that the Grantee’s employment is terminated in the event of the Grantee’s death or Disability at any time, all unvested Options shall immediately vest on such date of termination and the Options shall terminate one hundred eighty (180) days following such termination of employment.
Vesting of Awards. For purposes of this section 4.2, Incentive Awards will vest per the attached schedule C.
Vesting of Awards. Upon the Vesting of any Restricted Stock (due to expiration of the Restriction Period for that Award), the Shares previously subject to such Award will no longer be subject to the Restrictions.
