Vesting of Common Shares. (a) Subject to the terms and conditions of Sections 3(b), 3(c) and 4 hereof, Grantee's right to receive the Common Shares covered by this agreement shall become nonforfeitable to the extent of one-quarter (1/4) of the Common Shares covered by this agreementCL: 520453v2 after Grantee shall have been in the continuous employ of the Company or a subsidiary for one full year from the Date of Grant and to the extent of an additional one-quarter (1/4) thereof after each of the next three successive years thereafter during which Grantee shall have been in the continuous employ of the Company or a subsidiary. For purposes of this agreement, "subsidiary" shall mean a corporation, partnership, joint venture, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest. For purposes of this agreement, the continuous employment of Grantee with the Company or a subsidiary shall not be deemed to have been interrupted, and Grantee shall not be deemed to have ceased to be an employee of the Company or a subsidiary, by reason of the transfer of his employment among the Company and its subsidiaries.
(b) Notwithstanding the provisions of Section 3(a) hereof, Grantee's right to receive the Common Shares covered by this agreement shall become nonforfeitable, if the Company should terminate Grantee's employment without cause or if Grantee should die or become permanently disabled while in the employ of the Company or any subsidiary, or if Grantee should retire with the Company's consent. For purposes of this agreement, retirement "with the Company's consent" shall mean: (i) the retirement of Grantee prior to age 62 under a retirement plan of the Company or a subsidiary, if the Board or the Committee determines that his retirement is for the convenience of the Company or a subsidiary, or (ii) the retirement of Grantee at or after age 62 under a retirement plan of the Company or a subsidiary. For purposes of this agreement, "permanently disabled" shall mean that Grantee has qualified for disability benefits under a disability plan or program of the Company or, in the absence of a disability plan or program of the Company, under a government-sponsored disability program. Fur purposes of this Agreement, "cause" shall refer to termination of employment by the Company in reliance on a material act or omission of Grantee.
Vesting of Common Shares. Subject to Section 3 hereof, the Common Shares vest as follows, provided that the Participant remains employed by the Company: 30,000 shares on January 14, 2013, 30,000 shares on January 14, 2014, 30,000 shares on January 14, 2015, 30,000 shares on January 14, 2016, and 30,000 shares on January 14, 2017.
Vesting of Common Shares. (a)
(a) The Common Shares covered by this Agreement shall become one hundred percent (100%) nonforfeitable on March 14, 2009, subject to the Grantee remaining in the continuous employ of the Company or a Subsidiary until such date. For the purposes of this Agreement: “Subsidiary” shall mean a corporation, partnership, joint venture, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest; the continuous employment of the Grantee with the Company or a subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of (i) the transfer of his employment among the Company and its Subsidiaries or (ii) a leave of absence approved by the Committee for illness, military or governmental service or other reasons.
Vesting of Common Shares. (a) Subject to Section 3 hereof, the Common Shares shall become earned and vested as follows: one-fifth of such Common Shares shall be earned upon the attainment of certain Performance Criteria (hereinafter defined) in any fiscal year of the Company during the five-year period commencing with January 1, 2007 (or at such time as otherwise provided in Section 2(b)(i) hereof) (the “Performance Period”); and the Common Shares earned pursuant to the preceding clause shall vest in full as of December 31, 2011, provided that the Participant is then employed by the Company (the “Vesting Period”). In no event will more than one-fifth of such Common Shares become earned with respect to the satisfaction of Performance Criteria for any one fiscal year.
(b) The Performance Criteria are satisfied with respect to a fiscal year of the Company if the Company achieves a total shareholder return (“TSR”), defined in Section 2(b)(ii) hereof, for such fiscal year that is equal to the lesser of: (x) of at least ten percent (10%) pursuant to Section 2(b)(i) hereof or (y) the Mxxxxx Sxxxxxx XXXX Index commencing on January 1, 2007.
(i) For purposes of determining whether the Company achieves a TSR of at least 10% in any fiscal year, such TSR shall first be calculated pursuant to Section 2(b)(ii) hereof. If such return is at least 10%, then the Performance Criteria for such fiscal year shall be satisfied. The portion of TSR in excess of 10% (“Excess TSR”) shall be carried back and added to any preceding fiscal years in the Performance Period in which the Performance Criteria has not (as of the time of the carry back) been satisfied (under either Section 2(b)(x) or (y)), beginning with the first immediately preceding fiscal year in which such Performance Criteria have not been met. If, as a result of a carry back, the TSR (as adjusted under this subsection) with respect to a preceding fiscal year reaches 10%, then the Performance Criteria for such fiscal year shall be treated as satisfied at the time of such carry back. In the event Excess TSR is not absorbed after it is carried back to each preceding year in which the Performance Criteria are not met, any remaining Excess TSR may be carried forward and added to any succeeding fiscal years in the Performance Period, after the foregoing TSR calculations are made with respect to such succeeding year, beginning with the first such succeeding fiscal year. If, as a result of a carry forward, the TSR (as adjusted under this subsection) wi...
Vesting of Common Shares. In the event the Employee does not make an 83(b) Election and the Common Shares are no longer subject to repurchase by the Company pursuant to Section 2.1, the Employee shall remit to the Company an amount which the Company determines is necessary to satisfy any obligation of the Company to withhold federal, state and local taxes or other amounts incurred by reason of the Common Shares no longer being subject to repurchase.
Vesting of Common Shares. Subject to Section 3 hereof, the Common Shares vest ratably over a five year period commencing on the first anniversary of the date hereof and vest in full as of the end of the fifth fiscal year following the date such Common Shares were issued to the Participant, provided that the Participant remains employed.
Vesting of Common Shares. Subject to Section 3 hereof, the Common Shares vest as follows, provided that the Participant remains employed by the Company: __________ Common Shares on December __, 20___; __________ Common Shares on December __, 20___; and _________ Common Shares on December __, 20___.
Vesting of Common Shares. (a) Subject to the terms and conditions of Sections 4 and 5 hereof, Grantee’s right to receive the Common Shares covered by this agreement shall become nonforfeitable (a) if, for the calendar year in which Date of Grant occurs, the Company achieves the Management Objective approved by the Committee on the Date of the Grant with respect to the Common Shares (the “Threshold Requirement”), and (b) to the extent of one-quarter (1/4) of the Common Shares covered by this agreement after Grantee shall have been in the continuous employ of the Company or a subsidiary for one full year from the Date of Grant and to the extent of an additional one-quarter (1/4) thereof after each of the next three successive years thereafter during which Grantee shall have been in the continuous employ of the Company or a subsidiary. In the event the Company fails to achieve the Threshold Requirement, the grant of the Common Shares shall be cancelled.
(b) For purposes of this agreement, “subsidiary” shall mean a corporation, partnership, joint venture, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest. For purposes of this agreement, the continuous employment of Grantee with the Company or a subsidiary shall not be deemed to have been interrupted, and Grantee shall not be deemed to have ceased to be an employee of the Company or a subsidiary, by reason of the transfer of his employment among the Company and its subsidiaries.
Vesting of Common Shares. Subject to Section 3 hereof, the Common Shares vest as follows, provided that the Participant remains employed by the Company: 25% on January 8, 2008; 25% on January 8, 2009; 25% on January 8, 2010; and 25% on January 8, 2011.
Vesting of Common Shares. Subject to Section 3 hereof, the Common Shares vest as follows:
(a) ten percent (10%) of the Common Shares initially granted shall vest on each of January 15, 2018, January 15, 2019, January 15, 2020, January 15, 2021 and January 15, 2022 for a total of fifty percent (50%); and
(b) ten percent (10%) of the Common Shares initially granted shall vest on each of January 15, 2018, January 15, 2019, January 15, 2020, January 15, 2021 and January 15, 2022 for a total of fifty percent (50%); provided, that the vesting for the Common Shares under this Section 2(b) shall accelerate in full in the event the twenty consecutive trading day average closing price of a Common Share on the primary exchange that the Common Shares are then trading first exceeds $15.00 after the date first set forth above if such shares have not already vested in accordance with this Section 2(b), but no earlier than January 15, 2018.
