Vesting of Executive Stock. (i) Except as otherwise provided in paragraph 2(b) below, the Executive Stock which is Class A Common shall become vested in accordance with the following schedule, if as of each such date Executive is employed by the Company or any of its Subsidiaries: Cumulative Percentage of Class A Executive Date Stock Vested ---------- ------------------------------- the date hereof 75.0% June 30, 1998 87.5% June 30, 1999 100.0%
(ii) Except as otherwise provided in paragraph 2(b) below, the Executive Stock which is Class B Common (the "Performance Vesting Shares") shall become vested if:
(A) The Executive is employed by the Company and any of its Subsidiaries on June 30, 2005 and there has been no Sale of the Company (as defined herein); or
(B) (1) on or before December 31, 1999, a Trigger Event, as defined below, has occurred, (2) Executive is employed by the Company or any of its Subsidiaries on the date of closing of such Trigger Event and (3):
(I) as to one-third of the Performance Vesting Shares (the "2.5% Shares") the Total Company Value shall equal or exceed $50,000,000, and
(II) as to the remaining Performance Vesting Shares (the "5% Shares") to the extent that the Total Company Value exceeds $50,000,000, the number of 5% Shares which shall vest is equal to the product of (I) the quotient determined by dividing the amount that the Total Company Value exceeds $50,000,000 by $20,000,000 and (II) the maximum number of 5% Shares. For example, if the Total Company Value at the time of the Trigger Event is $58,000,000 and the maximum number of 5% Shares is 3,333 (assuming, for purposes of this example only, a maximum of 5,000 Performance Vesting Shares) then the number of 5% Shares which shall become vested is 1333 (8,000,000 / 20,000,000 x 3,333 = 1333). The determination of the Total Company Value, shall be made upon occurrence of and as of the date of closing of either of the following "Trigger Events":
(A) the Company has closed an underwritten initial public offering ("IPO") of Common Stock registered under the 1933 Act in which the net proceeds to the Company is at least $20,000,000, provided however, that prior to or as a result of the IPO all outstanding shares of the Company's Series A Preferred Stock (the "Preferred Stock") are redeemed by the Company, or;
(B) a "Sale of the Company" as defined herein.
(b) Upon the occurrence of a Sale of the Company, a Qualified Public Offering or the death or permanent disability of Executive, all shares of Executive Sto...
Vesting of Executive Stock. (a) All of the shares of Executive Stock acquired hereunder shall be subject to vesting in the manner specified in this Section 2. Except as otherwise provided in Sections 2(b) and 2(c) below, the Executive Stock will become vested in accordance with the following schedule (the "Vesting ------- Schedule"), if as of each such date Executive is still employed by the Company -------- or any of its Subsidiaries: Date Cumulative Percentage of ---- Executive Stock to be Vested ----------------------------- March 31, 2000 20% March 31, 2001 40% March 31, 2002 60% March 31, 2003 80% March 31, 2004 100%
(b) After an initial Public Offering, the above Vesting Schedule shall remain effective until the end of the quarter in which the Public Offering occurred (the "Modification Date"), at which time the Vesting Schedule shall be ----------------- modified such that, so long as Executive is still employed by the Company or any of its Subsidiaries, the Executive Stock will vest as follows:
(i) If the Modification Date is June 30, then an additional 5% of Holder Stock will vest on such Modification Date and an additional 5% of Holder Stock will vest on each subsequent September 30, December 31, March 31 and June 30 so that the Holder Stock will be 100% vested on March 31, 2004.
(ii) If the Modification Date is September 30, then an additional 10% of Holder Stock will vest on such Modification Date and an additional 5% of Holder Stock will vest on each subsequent December 31, March 31, June 30 and September 30 so that the Holder Stock will be 100% vested on March 31, 2004.
(iii) If the Modification Date is December 31, then an additional 15% of Holder Stock will vest on such Modification Date and an additional 5% of Holder Stock will vest on each subsequent March 31, June 30, September 30 and December 31 so that the Holder Stock will be 100% vested on March 31, 2004.
(iv) If the Modification Date is March 31, then an additional 5% of Executive Stock will vest on each subsequent June 30, September 30, December 31 and March 31 so that the Executive Stock will be 100% vested on March 31, 2004.
(c) Upon the occurrence of a Transaction, all shares of Executive Stock which have not yet vested shall automatically vest one business day prior to the time of such event. The term "Transaction" shall mean (i) ----------- a Sale of the Company or (ii) the liquidation, dissolution or winding up of the Company. Shares of Executive Stock which have become vested are referred to herein as ...
Vesting of Executive Stock. (a) Except as otherwise provided in paragraph 2(b) below, all shares of Executive Stock will become vested in accordance with the following schedule, if as of each such date Executive is still employed by the Company or any of its Subsidiaries: Cumulative Percentage of Executive Date Stock Vested ------------------------------- ---------------- Closing of the Base Acquisition 15% 1st Anniversary of Closing of the Base Acquisition 32% 2nd Anniversary of Closing of the Base Acquisition 49% 3rd Anniversary of Closing of the Base Acquisition 66% 4th Anniversary of Closing of the Base Acquisition 83% 5th Anniversary of Closing of the Base Acquisition 100%
(b) If Executive ceases to be employed by the Company and its Subsidiaries on any date other than any anniversary date prior to the fifth anniversary of the Closing, the cumulative percentage of Executive Stock to become vested will be determined on a pro rata basis according to the number of days elapsed since the prior anniversary date. Upon the occurrence of a Sale of the Company, all shares of Executive Stock which have not yet become vested shall become vested at the time of such event. Shares of Executive Stock which have become vested are referred to herein as "Vested Shares," and all other shares of Executive Stock are referred to herein as "Unvested Shares."
Vesting of Executive Stock. (1) The Executive Stock shall be subject to vesting in the manner specified in this SECTION
Vesting of Executive Stock. (a) Except as otherwise provided in this Section 3, 60% of each Executive’s Executive Stock shall not be subject to vesting (the “Vested Shares”) and 40% of each Executive’s Executive Stock (the “Vesting Shares”) shall become vested in accordance with the following schedule, if as of each such date such Executive is and has continued to be employed by the Company or any of its Subsidiaries: December 22, 2007 50 % December 22, 2008 100 %
(b) Vesting Shares which have become vested are thereafter referred to herein as “Vested Shares,” and all other Vesting Shares are referred to herein as “Unvested Shares.” If any Executive ceases to be employed by the Company or its Subsidiaries on any date other than any Vesting Date set forth above prior to December 22, 2008, the cumulative percentage of such Executive’s Vesting Shares to become vested shall be determined on a pro rata basis according to the number of days elapsed since the immediately preceding Vesting Date (or, in the event of a termination before December 22, 2007, since December 22, 2006). In no event shall any Vesting Shares vest after the date that an Executive ceases to be employed by the Company or any of its Subsidiaries.
(c) Upon the occurrence of a Sale of the Company, all Vesting Shares which have not yet become vested shall become vested at the time of such event; provided that in the event of a Sale of the Company, as a condition to each Executive’s Unvested Shares becoming vested upon such event, such Executive shall, if requested by the purchaser of the Company and for no additional consideration therefor, agree to continued employment for up to 12 months following such Sale of the Company so long as such Executive’s compensation package and job description immediately following such Sale of the Company is reasonably similar with respect to remuneration, scope of duties, responsibility and job location to such Executive’s compensation package and job description immediately prior to such event.
Vesting of Executive Stock. The Executive Stock will be fully vested in Executive on the date of this Agreement.
Vesting of Executive Stock. The Executive Stock shall be fully vested -------------------------- immediately as of the consummation of the purchase and sale of the Executive Stock.
Vesting of Executive Stock. (a) Except as otherwise provided in paragraph 4(b) below, 20% of the Executive Stock will be deemed "Vested Shares" as of the date of Closing and the remainder of the Executive Stock will become vested in accordance with the following schedule, if as of each such date Executive is still employed by the Company or any of its Subsidiaries: Cumulative Anniversary of Percentage of Executive the Date of Closing Stock Vested ------------------- ----------------------- 1st 40 2nd 60 3rd 80 4th 100 Any shares of Executive Stock which do not become Vested Shares under the foregoing provisions will remain "Unvested Shares."
(b) If Executive ceases to be employed by the Company and its Subsidiaries on any date other than any anniversary date, the cumulative percentage of Executive Stock to become vested will be determined on a pro-rata basis according to the number of days elapsed since the prior anniversary date. Immediately prior to the closing of (i) any sale of the Company's equity securities which results in any person, or group of related persons not affiliated with GTCR, owning equity securities of the Company possessing the power to elect (without reference to any special or default voting rights) a majority of the members of the Board or (ii) a sale of all or substantially all of the Company's assets, all Unvested Shares will become Vested Shares.
Vesting of Executive Stock. (a) Except as otherwise provided in Sections 2(b), 2(c) and 2(d) below, the Executive Stock shall become vested in accordance with the following schedule (provided that if only clause (ii) is satisfied in a given year, then half of the amount that would vest if both (i) and (ii) were satisfied shall vest as of such fiscal year end), if (i) the Company’s EBITDA meets the applicable EBITDA Target Amount as of such fiscal year end, and (ii) if as of each such date Executive is, and has been since the date hereof, employed by the Company or any of its Subsidiaries: Company’s fiscal year ending on or around December 31, 2007 25 % Company’s fiscal year ending on or around December 31, 2008 25 % Company’s fiscal year ending on or around December 31, 2009 25 % Company’s fiscal year ending on or around December 31, 2010 25 %
(b) To the extent the EBITDA Target Amount is not achieved in a certain fiscal year (a “Missed Fiscal Year”), if the Company’s EBITDA in a subsequent fiscal year (through and including the last fiscal year) is at least equal to the EBITDA Target Amount for such fiscal year (an “Achieved Fiscal Year”), then for each Missed Fiscal Year, if the Company’s aggregate EBITDA for such Missed Fiscal Year and all subsequent fiscal years (up to and including the Achieved Fiscal Year) is at least equal to the sum of the EBITDA Target Amounts for such fiscal years, then the percentage of Executive Stock that will be vested for achieving the Achieved Fiscal Year shall include the percentage of the Executive Stock for such Missed Fiscal Year. If the percentage of Executive Stock for any Missed Fiscal Year is vested in accordance with this Section 2(b), such fiscal year shall no longer be deemed to be a Missed Fiscal Year. Notwithstanding anything set forth herein to the contrary, (i) all Executive Stock shall become fully vested on the date that is seven (7) years from the date hereof, provided that Executive is, and has been since the date hereof, employed by the Company or any of its Subsidiaries on such date, and (ii) in no event shall the aggregate amount of Executive Stock to be vested exceed the amount of Executive Stock purchased hereunder.
(c) Shares of Executive Stock which have become vested are referred to herein as “Vested Shares” and all other shares of Executive Stock are referred to herein as “Unvested Shares.” Upon the occurrence of a Sale of the Company, all Unvested Shares shall become Vested Shares at the time of such event if the Investor ...
Vesting of Executive Stock. (a) Except as otherwise provided in Section 2(b) below, the Executive Stock will become vested in accordance with the following schedule, if as of each such date Executive is still employed by the Company or any of its Subsidiaries: Cumulative Percentage of Anniversary Date Executive Stock Vested ---------------- ---------------------- June 2, 1998 20% June 2, 1999 40% June 2, 2000 60% June 2, 2001 80% June 2, 2002 100%
(b) If Executive ceases to be employed by the Company and its Subsidiaries on any date other than any anniversary date prior to June 2, 2002, the cumulative percentage of Executive Stock to become vested will be determined on a pro rata basis according to the number of days elapsed since the prior anniversary date. Upon the occurrence of a Sale of the Company (while Executive is employed by the Company), all shares of Executive Stock which have not yet become vested shall become vested at the time of such event. Shares of Executive Stock which have become vested are referred to herein as "Vested Shares," and all other shares of Executive Stock are referred to herein as "Unvested Shares."
