Vesting of Incentive Units. The Incentive Units being granted to the Participant hereunder shall vest and become Vested Units as provided in this Section 2.3:
Vesting of Incentive Units. All Incentive Units initially shall be Unvested Incentive Units upon the Closing. On each of the first five anniversaries of December 19, 2014, an incremental 20% of all Incentive Units granted hereunder shall become Vested Incentive Units so long as Executive remains continuously employed through such anniversary. If Executive’s employment with the Company and its Subsidiaries is terminated for any reason, including death or Disability, all Unvested Incentive Units will be forfeited (or, to the extent a forfeiture is not permissible under applicable law for any reason, the Unvested Incentive Units shall be subject to the Call Option in Section 4.1(a)(i)). In addition, if Executive’s employment with the Company and its Subsidiaries is terminated for the reasons described in Section 4.1(a)(ii)(B) or (D) or a Restrictive Covenant Violation occurs, all Vested Incentive Units will be forfeited (or, to the extent a forfeiture is not permissible under applicable law for any reason, the Vested Incentive Units shall be subject to the Call Option in Section 4.1(a)(ii)(B) or (D), as applicable). Notwithstanding the foregoing, immediately prior to the occurrence of a Change of Control that occurs prior to the Termination Date, 100% of the Incentive Units that are Unvested Incentive Units shall become Vested Incentive Units.
Vesting of Incentive Units. Subject to the Company Governing Documents, the Unvested Incentive Units shall become Vested Incentive Units as specified in the Award Schedule if the Participant remains in the continuous service of the Company or any Affiliate thereof from the date hereof until the respective vesting date. For purposes of this Agreement, the continuous service of the Participant with the Company or any of its Affiliates shall not be deemed interrupted, and the Participant shall not be deemed to have ceased to provide services to the Company or any of its Affiliates, by reason of the transfer of his or her service among the Company or any of its Affiliates or from employment to other service or from other service to employment.
Vesting of Incentive Units. All Incentive Units initially shall be Unvested Incentive Units upon the Closing Date.
Vesting of Incentive Units. (a) The Incentive Units shall be subject to vesting in the manner specified in this Section 2. Except as otherwise provided in this Section 2, the Incentive Units shall vest 20% on each of the first five anniversaries of the Reference Date (such that the Incentive Units shall become 100% vested on the fifth anniversary of the Reference Date), if as of each such date Director is, and since the Closing continuously has been, a member of the Board.
Vesting of Incentive Units. The Incentive Units of each Class -------------------------- shall "vest" as provided in this Section 1. As of any date, the total number of Incentive Units of any Class which will be "Vested Units" shall equal the product of the total number of Incentive Units of such Class multiplied by the applicable "Percentage" set forth in the following Schedule for such date; provided that all of the Incentive Units shall be "Vested Units" upon a Sale of -------- the Company; provided further, that on the date upon which Executive's -------- ------- employment by the Company or any of its Subsidiaries terminates, vesting shall cease, with the effect that from and after such date the total number of Incentive Units of any Class which will be Vested Units shall equal the number of Incentive Units of such Class which were "Vested Units" on the date of such termination, whether or not a Sale of the Company occurs thereafter. SCHEDULE -------- Date Percentage -------------------------------------------------------------------------------- -------------------- prior to the 1st anniversary of the date hereof, 0% if no sale of the Company has occurred 1st anniversary, and prior to the 2nd anniversary of the date hereof, 10% if no Sale of the Company has occurred on or after the 2nd anniversary, and prior to the 3rd anniversary of the date 30% hereof, if no Sale of the Company has occurred on or after the 3rd anniversary, and prior to the 4th anniversary of the date 50% hereof, if no Sale of the Company has occurred on or after the 4th anniversary, and prior to the 5th anniversary of the date 75% hereof, if no Sale of the Company has occurred on or after the 5th anniversary, or if a Sale of the Company has occurred 100%
Vesting of Incentive Units. (a) Except as provided otherwise in this Agreement, the Incentive Units shall vest [on each of the first, second and third anniversaries] [on the third anniversary] of the Date of Grant[; provided, however, that if the Board determines that Grantee has satisfied the management objectives established the Board and attached as Appendix B hereto as of the second anniversary of the Date of Grant, the Incentive Units shall vest on the second anniversary of the Date of Grant].
Vesting of Incentive Units. The Incentive Units of each Class shall "vest" -------------------------- as provided in this Section 2. As of any date, the total number of Incentive Units of any Class which will be "Vested Units" shall equal the product of the total number of Incentive Units of such Class multiplied by the applicable "Percentage" set forth in the following Schedule for such date; provided that all of the Incentive Units shall be "Vested Units" upon a Sale of the Company; provided further, that on the date upon which Recipient's employment by the Company or any of its Subsidiaries terminates, vesting shall immediately cease, with the effect that from and after such date the total number of Incentive Units of any Class which will be "Vested Units" shall equal the number of Incentive Units of such Class which were "Vested Units" on the date of such termination, whether or not a Sale of the Company occurs thereafter. Schedule Anniversary of Date of Grant Vesting Percentage ---------------------------- ------------------ Prior to March 18, 2000 0% March 18, 2000-March 17, 2001 20% March 18, 2001-March 17, 2002 40% March 18, 2002-March 17, 2003 60% March 18, 2003-March 17, 2004 80% After March 17, 2004 100%
Vesting of Incentive Units. The Officer shall have no interest in any Incentive Unit until such unit is vested and such unvested units shall not be included in the Value of the Incentive Units on the Calculation Date. The Incentive Units shall vest in ninety-six equal monthly installments on the first day of each of the ninety-six calendar months beginning on December 1, 1988, provided, however, that all remaining unvested Incentive Units shall vest immediately upon the Officer's death, disability, or upon a "Change in Control" as hereinafter defined. Any Incentive Units that are unvested on the date of the Officer's Retirement (as hereinafter defined) shall remain unvested.
Vesting of Incentive Units. (a) The Unit Holder shall forfeit his or her right to participate in distributions from the Company pursuant to the Operating Agreement in respect of the Incentive Units subject to vesting and will forfeit all Incentive Units subject to vesting upon the termination of the Unit Holder’s (or a Principal’s, if applicable) employment or service relationship with the Company or any of its Subsidiaries (except as otherwise provided for in any applicable Employment Agreement) and any Vested Incentive Units held by the Unit Holder at that time shall remain subject to the applicable terms set forth in the Operating Agreement, the Plan, this Agreement and any applicable Employment Agreement.
(b) For so long as the Unit Holder (or a Principal, if applicable) remains employed by or in the service of the Company or any of its Subsidiaries, the Incentive Units will become “vested” (the “Vested Incentive Units”) (and no longer be subject to forfeiture as provided in Section 3(a) above) pursuant to the following schedule: [TBD]
(c) In the event that any Incentive Units are forfeited pursuant to this Section 3, the Unit Holder (and any Principal, if applicable) and his or her successors or assigns shall take (at the Company’s expense) all steps necessary and desirable to obtain all required third-party, governmental and regulatory consents and approvals and take all other actions necessary and desirable to facilitate consummation of such forfeiture.
(d) Any distributions under the Operating Agreement that are made on account of any portion of the Incentive Units that have not vested pursuant to this Section 3 as of the date of such distribution (and which have not been forfeited pursuant to this Section 3), other than distributions required by Section 8.03 of the Operating Agreement, shall be deposited into an escrow account established by the Company, which amounts shall be released to the Unit Holder if, as and when the forfeiture obligations with respect to such Incentive Units (or portion thereof) under this Section 3 lapse. Amounts shall be released from the escrow account to pay any and all taxes on the income assessed on the escrow account. Any amounts remaining in the escrow account in respect of Incentive Units which have been forfeited in accordance with Section 3 shall be released from the escrow and returned to the Company.
