Vesting of Executive Securities. (a) The Executive Securities purchased hereunder shall be subject to time vesting in the manner specified in this Section 2.
Vesting of Executive Securities. (a) (i) 180 units of the Class A Common and (ii) 257.14 units of Preferred Interests evidenced by certificates issued in connection therewith are fully vested as of the date hereof and are not subject to the terms of Section 4 below. The Vesting Executive Securities originally acquired by the Executive will become vested in accordance with the following schedule if, as of each such date, the Executive is still employed by the Company or its Subsidiaries; Cumulative Percentage of Units of Vesting Executive Date Date Securities Which Will Vest -------------------------------------------------------- ------------------------------- First anniversary of the date hereof ("Year 1") 20% Second anniversary of the date hereof ("Year 2") 40% Third anniversary of the date hereof ("Year 3") 60% Fourth anniversary of the date hereof ("Year 4") 80% Fifth anniversary of the date hereof ("Year 5") 100% provided, that all Vesting Executive Securities shall automatically vest in connection with a Sale of the Company.
Vesting of Executive Securities. (a) Except as otherwise provided in Section 2(b) below, the Vesting Executive Securities shall become vested in accordance with the following schedule, if as of each such anniversary date Executive is employed by BrightView or any of its Subsidiaries: Cumulative Percentage of Vesting Executive Anniversary Date Securities Vested ------------------------ ------------------------------- September 30, 1997 20% September 30, 1998 40% September 30, 1999 60% September 30, 2000 80% September 30, 2001 100%
(b) If Executive ceases to be employed by the Operating LLC and its Subsidiaries on any date other than any anniversary date prior to September 30, 2001, the cumulative percentage of Vesting Executive Securities to become vested shall be determined on a pro rata basis according to the number of days elapsed since the prior anniversary date. If Executive is employed by the Operating LLC upon the occurrence of a Sale of the Company or a Qualified IPO, all shares of Vesting Executive Securities which have not yet become vested shall become vested at the time of such event. The Vesting Executive Securities which have become vested and the Executive Securities which are not Vesting Executive Securities are collectively referred to herein as the "Vested Securities," and Vesting Executive Securities which have not become vested are referred to herein as the "Unvested Securities."
Vesting of Executive Securities. (a) 2,058,977 of the Carried Common issued to executive in respect of the Common Units that have vested pursuant to the Prior Agreement will be vested when issued and the remaining 514,745 shares of Carried Common shall be subject to vesting in the manner specified in this Section 2. The Co-Invest Shares acquired by Executive shall be vested when issued. Except as otherwise provided in Section 2(b) and (c) below, 12.5% of the remaining Carried Common will become vested on each Quarter Date such that on February 14, 2007 the Carried Common will be 100% vested, in each case, however, if and only if as of each such Quarter Date Executive has been continuously employed by the Company, Employer or any of their respective Subsidiaries from the date of this Agreement through and including such Quarter Date.
Vesting of Executive Securities. (a) All of the Investor Units will be fully vested as of the date of purchase and shall not be subject to repurchase. Except as otherwise provided in paragraph 6(b) below, the Management Units will become vested over the 30 month period after the date hereof, in equal proportions on each six month anniversary date following the date of this Agreement if, as of such anniversary date, Executive is employed by Company (i.e. 20% on the anniversary of each 6 month period).
(b) Upon a Sale of the Company, as defined in the Class C Warrant, or a Sale of Holdings, all of the Management Units, which have not yet become vested shall become vested at the time of such event. All of the Management Units which have become vested pursuant to this paragraph 6 are referred to herein as "Vested Executive Securities", and all Unvested Management Units are referred to herein as "Unvested Executive Securities."
Vesting of Executive Securities. (a) All of the Investor Units will be fully vested as of the date of purchase and shall not be subject to repurchase except as set forth in the LLC Agreement. Except as otherwise provided in paragraph 6(b) below, the Management Units will become vested, if, as of each such date, Executive is employed by the Company, in equal proportions on the two anniversary dates following the date of this Agreement (50% each anniversary date).
(b) If the Termination Date (as defined below) occurs prior to the date when all Management Units shall become fully vested as provided in paragraph 6(a) above, the cumulative percentage of the Management Units that will become vested will be determined on a pro rata basis according to the number of days elapsed since the prior anniversary date. Upon a Sale of the Company or a Sale of Holdings, all of the Management Units, which have not yet become vested shall become vested at the time of such event. All of the Management Units which have become vested pursuant to this paragraph 6 are referred to herein as "Vested Executive Securities", and all Unvested Management Units are referred to herein as "Unvested Executive Securities."
Vesting of Executive Securities. (a) The Executive Securities shall vest in the manner specified in, and otherwise be subject to the terms of, this Section 2.
Vesting of Executive Securities. (a) None of the units of Class A Common are fully vested as of the date hereof. The Vesting Executive Securities originally acquired by the Executive will become vested in accordance with the following schedule if, as of each such date, the Executive is still employed by the Company Group or its Subsidiaries; Cumulative Percentage of Units of Vesting Executive Date Securities Which Will Vest ----------------------------------------------- ------------------------------- First anniversary of the date hereof ("Year 1") 33.33% Second anniversary of the date hereof ("Year 2") 66.66% Third anniversary of the date hereof ("Year 3") 100% 11 provided, that all Vesting Executive Securities shall automatically vest in connection with a Sale of the Company or upon the occurrence of a Change of Control.
(b) Units of Vesting Executive Securities which have become vested are referred to herein as "Vested Interests," and all other units of Vesting Executive Securities are referred to herein as "Unvested Interests."
Vesting of Executive Securities. (a) Except as otherwise provided herein, fifty percent (50%) of the Executive Securities shall vest as described in Section 2(b) below (the "Time Shares") and fifty percent (50%) of the Executive Securities shall vest as described in Section 2(c) below (the "Performance Shares").
(b) Except as otherwise provided in this Section 2, the Time Shares shall become vested on the first anniversary of the Closing Date with respect to 20% of the Time Shares if and only if Executive has been continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through and including such date. On the last day of each calendar month thereafter (commencing on the first calendar month after the first anniversary of the Closing Date), an additional 1.666666667% of the Time Shares shall become vested if and only if Executive has been continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through and including such date.
(c) Except as otherwise provided in this Section 2, the Performance Shares shall become fully vested on the seventh anniversary of the date hereof if and only if Executive is, and has been, continuously employed by the Company from the date of this Agreement through the seventh anniversary of the date of the Original Agreement. Notwithstanding the foregoing and except as otherwise provided herein, the Performance Shares shall become vested, as of the date you receive notice of such vesting from the Company (which shall be on or before March 31 of each year), with respect to twenty percent (20%) of the Performance Shares following the end of each of the five fiscal years commencing with the fiscal year ending December 31, 2005, if the Company has met the EBITDA Goal (as defined below) for such year. In addition, to the extent EBITDA in any of the Company's fiscal years ending December 31, 2006 through 2009 exceeds the EBITDA Goal for such fiscal year, such excess amount may be carried backward (but not forward) to the earliest prior year in which the EBITDA Goal was not met, and the amount of Performance Shares which shall become vested for such earlier year shall be recalculated taking into account such excess amount. Set forth on Annex A attached hereto are certain performance goals, expressed in terms of EBITDA, which are referred to herein as the Company's "EBITDA Goals." Notwithstanding anything to the contrary in this Agreement, the EBITDA Goal for any fiscal year of the Company may be...
Vesting of Executive Securities. (a) In addition to all sums payable to Executive pursuant to paragraph 3 above, Executive shall receive from Holdings, as of January 10, 2001 (the "EFFECTIVE DATE"), Two Hundred (200) Class A Management Units at purchase price of $200.00. In the event that the Company achieves the sales revenue goals for Network Revenue and Magazine Revenue for Fiscal 2001 set forth on EXHIBIT A attached hereto, Executive shall receive from Xxxxx Xxxxx an additional fifty (50) Class A Management Units at a purchase price of $50.00.
(b) Notwithstanding anything herein to the contrary, the purchase of the Management Units by Executive and the issuance of the Management Units by Holdings shall be subject to the repurchase of 334 Class A Management Units by Holdings from Xxxxxx Xxxxx. Vesting of the Management Units shall commence as of the date hereof.
(c) Except as otherwise provided in paragraph 4.B(c) below, the Management Units will become vested, over the 24 month period after the date hereof, in equal proportions on each anniversary date of the Effective Date if, as of such anniversary date, Executive is employed by Company (I.E. 50% upon the completion of each 12 month period following the Effective Date).
(d) Upon a Sale of the Company or a Sale of Holdings, all of the Management Units, which have not yet become vested shall become vested at the time of such event. All of the Management Units which have become vested pursuant to this paragraph 4.A are referred to herein as "Vested Executive Securities," and all unvested Management Units are referred to herein as "Unvested Executive Securities."
