Vesting of Deferred Shares Sample Clauses

Vesting of Deferred Shares. The Deferred Shares are subject to forfeiture to the Company until they become nonforfeitable in accordance with this Section 2.
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Vesting of Deferred Shares. (a) Subject to the terms and conditions of Sections 1 and 2 hereof, (i) the Grantee’s right to receive the Deferred Shares shall vest and become non-forfeitable on the second anniversary of the Effective Time (as defined in the Merger Agreement) of the Merger (a “Deferred Vesting Date”), or (ii) if the Merger is abandoned or is not consummated prior to the first anniversary of the Date of Grant, the Grantee’s right to receive the Deferred Shares shall vest and become non-forfeitable in equal one-third installments on each of the second, third and fourth anniversaries of the Date of Grant (each such anniversary date being referred to hereinafter as a “Deferred Vesting Date” and the vesting period specified in Section 1(a)(i) or (ii) is hereinafter referred to as the “Deferral Period”). (b) Notwithstanding the foregoing, if Grantee is subject to the policies of the Company permitting transactions in equity securities of the Company to be effected only during designated “window periods”, or if Grantee is otherwise subject to a “trading ban” or similar restrictions that would prevent resales of the Deferred Shares on the relevant Deferred Vesting Date, then unless the Grantee otherwise advises the Company in writing, the “Deferred Vesting Date” for the relevant installment(s) of Deferred Shares shall be (in lieu of the date(s) specified above) the first date following the relevant date(s) specified above on which such Grantee would be permitted to effect resales of Deferred Shares in compliance with applicable Company policies and/or law (as appropriate). (c) Notwithstanding the provisions of Section 1(a) hereof, if prior to the end of the Deferral Period: (i) the Grantee’s employment is terminated by the Company or a Subsidiary without Cause (as defined in the Employment Agreement) or (ii) the Grantee dies or becomes Disabled (as defined in the Employment Agreement), the Grantee’s right to receive all or any portion of the Deferred Shares shall become vested and non-forfeitable as of such termination date or Change of Control, as the case may be. Anything in this Agreement or the Plan to the contrary notwithstanding, for purposes of this Agreement, the Merger shall not constitute a Change of Control. (d) Notwithstanding the provisions of Section 1(a) hereof, unless expressly determined in a resolution duly adopted by the Board on the Date of Grant or such later date on which the Board may ratify such grant, in the event the Merger is abandoned or not consumma...
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Vesting of Deferred Shares. In the event of a Closing and upon the sale or other disposition by one or more of the DLJ Investors (other than to an affiliate controlled by DLJ), in one or more transactions, of 75% of the Initial DLJ Equity, if such DLJ Investors shall have achieved the applicable Target Return in cash, promissory notes, freely tradable securities or other readily marketable consideration, then 50% of the Deferred Shares will vest immediately. For each additional one percent of Initial DLJ Equity sold or otherwise disposed of at or above the applicable Target Return, an additional two percent of the Deferred Shares will vest.
Sample 1
Vesting of Deferred Shares a. The Deferred Shares specified in this Agreement shall become nonforfeitable on the one year anniversary of the Date of Grant if the Grantee shall have remained a member of the Board during that one (1) year period. b. Notwithstanding the provisions of Section 3(a), all of the Deferred Shares shall immediately become nonforfeitable in the event of a Change in Control.
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Vesting of Deferred Shares. Subject to the terms and conditions of Sections 4 and 5 hereof, the Grantee's right to receive the Deferred Shares shall become nonforfeitable at the end of the Deferral Period.
Sample 1
Vesting of Deferred Shares. Grantee’s Deferred Shares will fully vest on the scheduled date of the 2025 annual meeting of shareholders of the Company (the “Normal Vesting Date”) so long as the Grantee remains in continuous service as a Director of the Company (which continuous service shall include any period during which the Grantee is on an approved leave of absence) until the Normal Vesting Date; provided, however, that such Deferred Shares shall fully vest prior to such Normal Vesting Date upon the Grantee’s death or Disability, or a Change in Control. If the Grantee otherwise separates from service as a Director prior to such Normal Vesting Date, the Grantee shall vest pro rata in his/her Deferred Shares based on the ratio of the Grantee’s number of months of service as a Director during the period commencing on the Date of Grant and ending on the date of Grantee’s separation from service as a Director compared to the number twelve (12) where service in any portion of a calendar month is credited as a full month.
Sample 1
Vesting of Deferred Shares. (a) The Deferred Shares shall become vested as follows: [INSERT VESTING SCHEDULE] (the "Vesting Date") if the Grantee shall have remained in the continuous employ of the Company or a subsidiary during that period. Any Deferred Shares not vested will be forfeited, except as provided in Section 3(b) below, if the Grantee ceases to be continuously employed by the Company prior to the Vesting Date. (b) Notwithstanding the provisions of Section 3(a), all of the Deferred Shares shall immediately become non-forfeitable (each, a "Vesting Event") (i) if the Grantee dies or becomes permanently disabled while in the employ of the Company or a Subsidiary during the [INSERT VESTING PERIOD] period from the Date of Grant, (ii) if, at any time during the [INSERT VESTING PERIOD] period from the Date of Grant, the Grantee is age 60 with at least ten years of service with the Company, or (iii) if a Change in Control occurs during the [INSERT VESTING PERIOD] period from the Date of Grant while the Grantee is employed by the Company or a Subsidiary.
Sample 1
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Vesting of Deferred Shares. (a) Subject to forfeiture as provided herein or in the Plan, the rights of the Grantee with respect to the Deferred Shares will become vested and nonforfeitable cumulatively as follows: to the extent of ____________ of such Deferred Shares vest on ____________ (the “Vesting Date”), ___________ on ________ and _________ on _________ for so long as the Grantee remains in the continuous employ of the Company or a subsidiary. (b) Accelerations of Vesting On a Discretionary Basis and Upon a Change in Control. (i) The provisions of Section 3(a) hereof notwithstanding, the Committee may, in its sole discretion, at any time, upon written notice to the Grantee, accelerate the vesting of all or a specified portion of the Deferred Shares, as provided in Section 3(b) of the Plan; and (ii) In the event of a Change in Control of the Company at a time that the Grantee is employed by the Company or any of its subsidiaries, all Deferred Shares granted hereby shall become immediately and fully vested and nonforfeitable upon the occurrence of such Change in Control, as provided in Section 8(a)(ii) of the Plan.
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Vesting of Deferred Shares 
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Related to Vesting of Deferred Shares

  • Vesting of Award Subject to Section 2(b) below and the other terms and conditions of this Agreement, this Award shall become vested in three equal annual installments on the first, second and third anniversaries of the date hereof. Unless otherwise provided by the Company, all dividends and other amounts receivable in connection with any adjustments to the Shares under Section 4(c) of the Plan shall be subject to the vesting schedule in this Section 2(a).

  • Vesting of Stock Options All unvested stock options held by Executive, if any, shall vest immediately upon a Change of Control Termination as defined in Section 6.1.

  • Vesting of Options The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable: (a) Upon your death or Disability during your Continuous Status as a Participant; or (b) Upon a Change in Control.

  • Vesting of Shares (a) Except as otherwise provided in Section 2(b) below, the Executive Shares purchased hereunder will become vested in accordance with the following schedule, if as of each such date Executive is still employed by the Company or any Subsidiary of the Company: CUMULATIVE PERCENTAGE OF DATE EXECUTIVE SHARES TO BE VESTED ---- ----------------------------- 1st Anniversary of this Agreement 20% 2nd Anniversary of this Agreement 40% 3rd Anniversary of this Agreement 60% 4th Anniversary of this Agreement 80% 5th Anniversary of this Agreement 100% (b) Notwithstanding the foregoing or anything herein to the contrary, upon the occurrence of a Sale of the Company, all Executive Shares which have not yet become vested shall become vested at the time of such Sale of the Company (such portion being referred to herein as the "Accelerated Shares"); provided, however, and subject to and unless otherwise provided for under the Stockholders Agreement by and among the Company, the Investors, the Executive and certain other parties, that Executive shall not Transfer any interest in any Accelerated Shares unless and until such time as the Investors shall have received cash dividends or other cash proceeds resulting from any distributions on or dispositions of any Preferred Stock or Common Stock in an aggregate amount equal to the product of (i) two (2), multiplied by (ii) the aggregate purchase price paid by the Investors to the Company for all Preferred Stock, Common Stock and other equity interests of the Company purchased by the Investors (but not in any event including amounts committed but not yet contributed to the capital of the Company). Executive Shares which have become vested hereunder are referred to herein as "Vested Shares," and all other Executive Shares are referred to herein as "Unvested Shares." (c) The Executive Securities shall at all times be subject to such restrictions or limitations with respect to the Transfer thereof that may be contained herein or in the Stockholders Agreement or as otherwise provided by law.

  • Vesting of Option (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Date”). (b) In the event of a Change in Control (as defined in section 7(c)(i) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

  • Vesting of Restricted Shares The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% of the Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service with the Company through such date. (b) Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:

  • Vesting of PSUs The PSUs granted pursuant to this Award shall vest, if at all, as follows: (a) The Committee, in its sole discretion, has established, or within 90 days following the Date of Grant will establish, Performance Goals based on factors consistent with Section 3.1(e)(ii) of the Executive Employment Agreement by and between NIL, NII and the Grantee effective as of January 2, 2020, as amended from time to time (the “Employment Agreement”), which will be measured over a one-year performance period commencing on _____________ and ending on _____________ (such period, the “Performance Period”). (b) Up to 200% of the Target PSUs subject to this Award are eligible to become earned based upon achievement of the applicable Performance Goals. The Committee shall have sole discretion to determine the level of achievement of the applicable Performance Goals and the percentage of the Target PSUs subject to this Award that shall become earned based on such performance (the “Earned PSUs”). The Committee’s determinations pursuant to the exercise of discretion with respect to all matters described in this paragraph shall be final and binding on the Grantee. The Committee shall make this determination within 60 days following the end of the Performance Period or as soon as administratively practicable thereafter (the “Performance Determination Date”). (c) If, on the Performance Determination Date or any other applicable date as set forth in this Section 3, the Committee determines that any of the PSUs subject to this Award shall not become Earned PSUs, then any such PSUs that did not become Earned PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. (d) One-third of the Earned PSUs shall become vested on each of the first three anniversaries of the Date of Grant if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the applicable vesting date; provided that any Earned PSUs scheduled to vest prior to the Performance Determination Date shall instead vest upon the Performance Determination Date; provided further, that if the preceding calculation results in any fractional shares, such fractional shares shall be rounded down to the next whole number of shares, with the remainder of shares due to be paid in the third annual instalment. (e) In the event of a Change in Control of NIL (as defined in the Employment Agreement), notwithstanding anything to the contrary in the Employment Agreement, all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Change in Control if the Grantee remains continuously employed by NIL and/or NII from the Date of Grant through the date of such Change in Control; provided that, if such Change in Control of NIL occurs prior to the Performance Determination Date, the Earned PSUs shall be deemed to equal 100% of the Target PSUs. (f) In the event of the Grantee’s Termination due to the Grantee’s death or Disability (as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. (g) In the event of the Grantee’s Termination either due to the Grantee’s Constructive Termination Without Cause or by the Company Without Cause (each as defined in the Employment Agreement), all of the Earned PSUs subject to this Award that remain unvested shall become vested as of the date of such Termination; provided that, if the date of such Termination occurs prior to the conclusion of the Performance Period, then the Grantee shall forfeit all PSUs subject to this Award, and if the date of such Termination occurs after the conclusion of the Performance Period but prior to the Performance Determination Date, then the number of Earned PSUs shall be determined based on actual performance. ​ (h) Anything herein notwithstanding, in the event of the Grantee’s Termination by the Company for Cause or by the written voluntary resignation of the Grantee (each as defined or contemplated, as applicable, in the Employment Agreement), the Grantee shall forfeit any PSUs subject to this Award that remain unvested as of the date of such Termination.

  • Vesting of Restricted Stock Units The restrictions and conditions of Section 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in a Business Relationship (as defined in Section 3 below) on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Section 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. Incremental Number of Restricted Stock Units Vested Vesting Date The Administrator may at any time accelerate the vesting schedule specified in this Section 2.

  • Vesting of RSUs (a) The following vesting provisions shall apply to the RSUs: (i) Subject to the Grantee’s continued Employment through the Service Vesting Date or Service Vesting Dates, as applicable, as specified in the RSU Grant Certificate attached hereto, the RSUs shall become vested on such date or dates, as applicable, as to the percentage(s) set forth in such RSU Grant Certificate. (ii) If, prior to the date the RSUs are vested as provided in Section 2.1(a)(i) above or otherwise terminate and are forfeited pursuant to Section 2.1(b) and (c) below: (A) the Grantee’s Employment terminates due to the Grantee’s Retirement, if applicable, then all Retirement RSUs shall, in the discretion of the Administrator, be fully vested as a result thereof; (B) the Grantee dies or experiences a Disability, then all unvested RSUs shall be vested as a result thereof, provided that if the Grantee is not an employee of the KKR Group, then any vesting of unvested RSUs described in this clause (B) shall be in the discretion of the Administrator; or (C) there occurs a Change in Control prior to any termination of the Grantee’s Employment, then all or any portion of any unvested RSUs may, in the discretion of the Administrator, be vested as a result thereof. Notwithstanding the foregoing, if the Corporation receives an opinion of counsel that there has been a legal judgment and/or legal development in the Grantee’s jurisdiction that would likely result in the favorable treatment applicable to the Retirement RSUs pursuant to this Section 2.1(a)(ii) being deemed unlawful and/or discriminatory, then the Corporation will not apply the favorable treatment at the time the Grantee’s Employment terminates due to the Grantee’s Retirement under clause (A) above, and the RSUs will be treated as set forth in Section 2.1(a)(i), 2.1(b), 2.1(c) or the other provisions of this Section 2.1(a)(ii), as applicable. (iii) All RSUs that become vested under this Section 2.1(a) are eligible to be Settled pursuant to Section 2.2 of this Agreement. (b) If the Grantee’s Employment terminates for any reason other than due to the Grantee’s death, Disability or Retirement, each as provided for in Section 2.1(a) above, all then unvested RSUs (including any RSUs that are not Retirement RSUs) shall immediately terminate and be forfeited without consideration, and no Class A Common Stock shall be delivered hereunder. (c) The Grantee’s right to vest in the RSUs under the Plan, if any, will terminate effective as of the date that the Grantee is no longer actively providing services (even if still considered employed or engaged under local Law) and will not be extended by any notice period mandated under local Law (e.g., active Employment would not include a period of “garden leave” or similar period pursuant to local Law) except as may be otherwise agreed in writing by the Corporation or the Designated Service Recipient with the Grantee; the Administrator shall have the exclusive discretion to determine when the Grantee is no longer actively employed or engaged for purposes of the RSUs.

  • Vesting of Restricted Stock The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.

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