Common use of Vesting of LTIP Units Clause in Contracts

Vesting of LTIP Units. (a) Except as provided in Sections 2(b) and 2(c) below, one twelfth (1/12) of the Award LTIP Units shall vest monthly on each of the first twelve monthly anniversaries of the Grant Date, (each such date on which Award LTIP Units vest is referred to herein as a “Vesting Date”); provided that upon termination of Grantee’s employment with, cessation of consulting relationship with or cessation of service to the Company and its Subsidiaries for any reason, the LTIP Units that have not yet vested shall, without payment of any consideration by the LLC, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such LTIP Units. In the event Grantee becomes a consultant, advisor or Non-Employee Director, such change in status shall not be deemed a termination of employment or service with the Company at the time of such change in status or thereafter so long as the Grantee continues in one of such positions. (b) Notwithstanding any other term or provision of this Agreement, if a Corporate Transaction occurs and the LTIP Units subject to this Agreement are not assumed or substituted for any restrictions and conditions on all LTIP Units subject to this Agreement shall be deemed waived by the Company and all LTIP Units granted hereby that have not previously been forfeited shall automatically become fully vested. Notwithstanding any other provision in this Agreement, if assumed or substituted for, but subject to Section 2(c), the award will expire one year after the date of termination.

Appears in 2 contracts

Samples: Employment Agreement (Morgans Hotel Group Co.), Employment Agreement (Morgans Hotel Group Co.)

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Vesting of LTIP Units. (a) Except The vesting period of the LTIP Units (the “Vesting Period”) shall begin on the Grant Date and continue until the applicable Vesting Date, and shall be subject to certain vesting conditions, all as set forth above. On the first Vesting Date following the date of this Agreement and each Vesting Date thereafter, the applicable number of LTIP Units specified above shall become vested, subject to earlier forfeiture as provided in Sections 2(b) and 2(c) below, one twelfth (1/12) of the Award LTIP Units shall vest monthly on each of the first twelve monthly anniversaries of the Grant Date, (each such date on which Award LTIP Units vest is referred to herein this Agreement. Except as a “Vesting Date”); provided that upon termination of Grantee’s employment with, cessation of consulting relationship with or cessation of service to the Company and its Subsidiaries for any reasonpermitted under Section 20, the LTIP Units for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntarily or involuntarily or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). The Participant shall have the right to vote the LTIP Units if and when voting is allowed under the LLC Agreement, regardless of whether the applicable Vesting Period has expired. (b) Any LTIP Units that have do not yet become vested pursuant to this Section 3 or Section 4 or Section 5 hereof shall, without payment of any consideration by the LLCCompany, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Grantee Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested LTIP Units. In the event Grantee becomes a consultant, advisor or Non-Employee Director, such change in status shall not be deemed a termination of employment or service with the Company at the time of such change in status or thereafter so long as the Grantee continues in one of such positions. (bc) Notwithstanding any other term The LTIP Units that vest pursuant to this Section 3 or provision Section 4 or Section 5 hereof shall be treated as Vested LTIP Units (as defined in the LLC Agreement) as of this Agreement, if a Corporate Transaction occurs the applicable Vesting Date and shall be converted into Class A Common Units in accordance with Section 8 of the Plan and the LTIP Units subject to this Agreement are not assumed or substituted for any restrictions and conditions on all LTIP Units subject to this Agreement shall be deemed waived by the Company and all LTIP Units granted hereby that have not previously been forfeited shall automatically become fully vested. Notwithstanding any other provision in this LLC Agreement, if assumed or substituted for, but subject to Section 2(c), the award will expire one year after the date of termination.

Appears in 1 contract

Samples: Ltip Unit Agreement (Welltower Inc.)

Vesting of LTIP Units. (a) Except as provided in Sections 2(b) and 2(c) below, one twelfth (1/12) of the Award LTIP Units shall vest monthly one-third (1/3) each year on each of the first twelve monthly three one-year anniversaries of the Grant Date, Date (each such date on which Award LTIP Units vest is referred to herein as a “Vesting Date”); provided that upon termination of Grantee’s employment with, cessation of consulting relationship with or cessation of service to the Company and its Subsidiaries for any reason, the LTIP Units that have not yet vested shall, without payment of any consideration by the LLC, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such LTIP Units. In the event Grantee becomes a consultant, advisor or Non-Employee Director, such change in status shall not be deemed a termination of employment or service with the Company at the time of such change in status or thereafter so long as the Grantee continues in one of such positions. (b) Notwithstanding any other term or provision of this Agreement, if a Corporate Transaction occurs and the LTIP Units subject to this Agreement are not assumed or substituted for for, or if assumed or substituted for, upon the Grantee’s Involuntary Termination within the 12 month period following the Corporate Transaction, any restrictions and conditions on all LTIP Units subject to this Agreement shall be deemed waived by the Company and all LTIP Units granted hereby that have not previously been forfeited shall automatically become fully vested. Notwithstanding any other provision in this Agreement, if assumed or substituted for, but subject to Section 2(c), the award will expire one year after the date of termination.

Appears in 1 contract

Samples: Ltip Unit Vesting Agreement (Morgans Hotel Group Co.)

Vesting of LTIP Units. (a) Except The vesting period of the LTIP Units (the “Vesting Period”) began on the Original Grant Date and continues until the Vesting Date, and shall be subject to certain vesting conditions, all as set forth above. On the Vesting Date, the applicable number of LTIP Units specified above shall become vested, subject to earlier forfeiture as provided in Sections 2(b) and 2(c) below, one twelfth (1/12) of the Award LTIP Units shall vest monthly on each of the first twelve monthly anniversaries of the Grant Date, (each such date on which Award LTIP Units vest is referred to herein this Agreement. Except as a “Vesting Date”); provided that upon termination of Grantee’s employment with, cessation of consulting relationship with or cessation of service to the Company and its Subsidiaries for any reasonpermitted under Section 20, the LTIP Units for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntarily or involuntarily or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). The Participant shall have the right to vote the LTIP Units if and when voting is allowed under the LLC Agreement, regardless of whether the applicable Vesting Period has expired. (b) Any LTIP Units that have do not yet become vested pursuant to this Section 3 or Section 4 or Section 5 hereof shall, without payment of any consideration by the LLCCompany, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Grantee Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested LTIP Units. In the event Grantee becomes a consultant, advisor or Non-Employee Director, such change in status shall not be deemed a termination of employment or service with the Company at the time of such change in status or thereafter so long as the Grantee continues in one of such positions. (bc) Notwithstanding any other term The LTIP Units that vest pursuant to this Section 3 or provision Section 4 or Section 5 hereof shall be treated as Vested LTIP Units (as defined in the LLC Agreement) as of this Agreement, if a Corporate Transaction occurs the applicable Vesting Date and shall be converted into Class A Common Units in accordance with Section 8 of the Plan and the LTIP Units subject to this Agreement are not assumed or substituted for any restrictions and conditions on all LTIP Units subject to this Agreement shall be deemed waived by the Company and all LTIP Units granted hereby that have not previously been forfeited shall automatically become fully vested. Notwithstanding any other provision in this LLC Agreement, if assumed or substituted for, but subject to Section 2(c), the award will expire one year after the date of termination.

Appears in 1 contract

Samples: Ltip Unit Agreement (Welltower Inc.)

Vesting of LTIP Units. (a) Except as provided in Sections 2(b) and 2(c) below, one twelfth (1/12) of the Award LTIP Units shall vest monthly one-third (1/3) each year on each of the first twelve monthly three one-year anniversaries of the Grant Date, (each such date on which Award LTIP Units vest is referred to herein as a “Vesting Date”); provided that upon termination of Grantee’s employment with, cessation of consulting relationship with or cessation of service to the Company and its Subsidiaries for any reason, the LTIP Units that have not yet vested shall, without payment of any consideration by the LLC, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such LTIP Units. In the event Grantee becomes a consultant, advisor consultant or Non-Employee Directoremployee, such change in status shall not be deemed a termination of employment or service with the Company at the time of such change in status or thereafter so long as the Grantee continues in one of such positions. (b) Notwithstanding any other term or provision of this Agreement, if a Corporate Transaction occurs and the LTIP Units subject to this Agreement are not assumed or substituted for for, any restrictions and conditions on all LTIP Units subject to this Agreement shall be deemed waived by the Company and all LTIP Units granted hereby that have not previously been forfeited shall automatically become fully vested. Notwithstanding any other provision in this Agreement, if assumed or substituted for, but subject to Section 2(c), the award will expire one year after the date of termination.

Appears in 1 contract

Samples: Ltip Unit Vesting Agreement (Morgans Hotel Group Co.)

Vesting of LTIP Units. (a) Except The vesting period of the LTIP Units (the “Vesting Period”) began on the Original Grant Date and continues until the applicable Vesting Date, and shall be subject to certain vesting conditions, all as set forth above. On the first Vesting Date following the date of this Agreement and each Vesting Date thereafter, the applicable number of LTIP Units specified above shall become vested, subject to earlier forfeiture as provided in Sections 2(b) and 2(c) below, one twelfth (1/12) of the Award LTIP Units shall vest monthly on each of the first twelve monthly anniversaries of the Grant Date, (each such date on which Award LTIP Units vest is referred to herein this Agreement. Except as a “Vesting Date”); provided that upon termination of Grantee’s employment with, cessation of consulting relationship with or cessation of service to the Company and its Subsidiaries for any reasonpermitted under Section 20, the LTIP Units for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntarily or involuntarily or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). The Participant shall have the right to vote the LTIP Units if and when voting is allowed under the LLC Agreement, regardless of whether the applicable Vesting Period has expired. (b) Any LTIP Units that have do not yet become vested pursuant to this Section 3 or Section 4 or Section 5 hereof shall, without payment of any consideration by the LLCCompany, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Grantee Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested LTIP Units. In the event Grantee becomes a consultant, advisor or Non-Employee Director, such change in status shall not be deemed a termination of employment or service with the Company at the time of such change in status or thereafter so long as the Grantee continues in one of such positions. (bc) Notwithstanding any other term The LTIP Units that vest pursuant to this Section 3 or provision Section 4 or Section 5 hereof shall be treated as Vested LTIP Units (as defined in the LLC Agreement) as of this Agreement, if a Corporate Transaction occurs the applicable Vesting Date and shall be converted into Class A Common Units in accordance with Section 8 of the Plan and the LTIP Units subject to this Agreement are not assumed or substituted for any restrictions and conditions on all LTIP Units subject to this Agreement shall be deemed waived by the Company and all LTIP Units granted hereby that have not previously been forfeited shall automatically become fully vested. Notwithstanding any other provision in this LLC Agreement, if assumed or substituted for, but subject to Section 2(c), the award will expire one year after the date of termination.

Appears in 1 contract

Samples: Ltip Unit Agreement (Welltower Inc.)

Vesting of LTIP Units. (a) Except as provided in Sections 2(b) and 2(c) below, one twelfth (1/12) of the Award LTIP Units shall vest monthly on each become vested as follows: (i) one-third (1/3) of the LTIP Units granted herein shall vest on the first twelve monthly anniversaries (1st) anniversary of the Grant Date, ; and (each such date on which Award ii) the remaining two-thirds (2/3) of the LTIP Units granted herein shall vest is in equal monthly installments on the last day of each month over the twenty-four (24) month period thereafter (the first anniversary of the Grant Date and the last day of each month of the twenty-four (24) month period thereafter are referred to herein as a “Vesting Date”); provided that upon termination of Grantee’s employment with, cessation of consulting relationship with or cessation of service to the Company and its Subsidiaries for any reason, the LTIP Units that have not yet vested shall, without payment of any consideration by the LLC, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such LTIP Units. In the event Grantee becomes a consultant, advisor or Non-Employee Director, such change in status shall not be deemed a termination of employment or service with the Company at the time of such change in status or thereafter so long as the Grantee continues in one of such positions. (b) Notwithstanding any other term or provision of this Agreement, if a Corporate Transaction occurs and the LTIP Units subject to this Agreement are not assumed or substituted for Change in Control occurs, any restrictions and conditions on all LTIP Units subject to this Agreement shall be deemed waived by the Company and all LTIP Units granted hereby that have not previously been forfeited shall automatically become fully vested. Notwithstanding any other provision in this Agreement, if assumed or substituted for, but subject to Section 2(c), the award will expire one year after the date of termination.

Appears in 1 contract

Samples: Ltip Unit Vesting Agreement (Morgans Hotel Group Co.)

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Vesting of LTIP Units. (a) Except The vesting period of the LTIP Units (the “Vesting Period”) shall begin on the Grant Date and continue until the Vesting Date, and shall be subject to certain vesting conditions, all as set forth above. On the Vesting Date, the applicable number of LTIP Units specified above shall become vested, subject to earlier forfeiture as provided in Sections 2(b) and 2(c) below, one twelfth (1/12) of the Award LTIP Units shall vest monthly on each of the first twelve monthly anniversaries of the Grant Date, (each such date on which Award LTIP Units vest is referred to herein this Agreement. Except as a “Vesting Date”); provided that upon termination of Grantee’s employment with, cessation of consulting relationship with or cessation of service to the Company and its Subsidiaries for any reasonpermitted under Section 20, the LTIP Units for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntarily or involuntarily or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). The Participant shall have the right to vote the LTIP Units if and when voting is allowed under the LLC Agreement, regardless of whether the applicable Vesting Period has expired. (b) Any LTIP Units that have do not yet become vested pursuant to this Section 3 or Section 4 or Section 5 hereof shall, without payment of any consideration by the LLCCompany, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Grantee Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested LTIP Units. In the event Grantee becomes a consultant, advisor or Non-Employee Director, such change in status shall not be deemed a termination of employment or service with the Company at the time of such change in status or thereafter so long as the Grantee continues in one of such positions. (bc) Notwithstanding any other term The LTIP Units that vest pursuant to this Section 3 or provision Section 4 or Section 5 hereof shall be treated as Vested LTIP Units (as defined in the LLC Agreement) as of this Agreement, if a Corporate Transaction occurs the applicable Vesting Date and shall be converted into Class A Common Units in accordance with Section 8 of the Plan and the LTIP Units subject to this Agreement are not assumed or substituted for any restrictions and conditions on all LTIP Units subject to this Agreement shall be deemed waived by the Company and all LTIP Units granted hereby that have not previously been forfeited shall automatically become fully vested. Notwithstanding any other provision in this LLC Agreement, if assumed or substituted for, but subject to Section 2(c), the award will expire one year after the date of termination.

Appears in 1 contract

Samples: Ltip Unit Agreement (Welltower Inc.)

Vesting of LTIP Units. (a) Except as provided in Sections 2(b) and 2(c) below, one twelfth (1/12) of the Award LTIP Units shall vest monthly one-third (1/3) each year on each of the first twelve monthly three one-year anniversaries of the Grant Date, (each such date on which Award LTIP Units vest is referred to herein as a “Vesting Date”)]; provided that upon termination of Grantee’s employment with, cessation of consulting relationship with or cessation of service to the Company and its Subsidiaries for any reason, the LTIP Units that have not yet vested shall, without payment of any consideration by the LLC, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such LTIP Units. In the event Grantee becomes a consultant, advisor or Non-Employee Director, such change in status shall not be deemed a termination of employment or service with the Company at the time of such change in status or thereafter so long as the Grantee continues in one of such positions. (b) Notwithstanding any other term or provision of this Agreement, if a Corporate Transaction occurs and the LTIP Units subject to this Agreement are not assumed or substituted for for, or if assumed or substituted for, upon the Grantee’s Involuntary Termination within the 12 month period following the Corporate Transaction, any restrictions and conditions on all LTIP Units subject to this Agreement shall be deemed waived by the Company and all LTIP Units granted hereby that have not previously been forfeited shall automatically become fully vested. Notwithstanding any other provision in this Agreement, if assumed or substituted for, but subject to Section 2(c), the award will expire one year after the date of termination.

Appears in 1 contract

Samples: Ltip Unit Vesting Agreement (Morgans Hotel Group Co.)

Vesting of LTIP Units. (a) Except as provided in Sections 2(b) and 2(c) below, one twelfth (1/12) of the Award LTIP Units shall vest monthly one-third (1/3) each year on each of the first twelve monthly three one-year anniversaries of the Grant Date, (each such date on which Award LTIP Units vest is referred to herein as a “Vesting Date”); provided that upon termination of Grantee’s employment with, cessation of consulting relationship with or cessation of service to the Company and its Subsidiaries for any reason, the LTIP Units that have not yet vested shall, without payment of any consideration by the LLC, automatically and without notice terminate, be forfeited and be and become null and void, and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such LTIP Units. In the event Grantee becomes a consultant, advisor or Non-Employee Director, such change in status shall not be deemed a termination of employment or service with the Company at the time of such change in status or thereafter so long as the Grantee continues in one of such positions. (b) Notwithstanding any other term or provision of this Agreement, if a Corporate Transaction occurs and the LTIP Units subject to this Agreement are not assumed or substituted for any restrictions and conditions on all LTIP Units subject to this Agreement shall be deemed waived by the Company and all LTIP Units granted hereby that have not previously been forfeited shall automatically become fully vested. Notwithstanding any other provision in this Agreement, if assumed or substituted for, but subject to Section 2(c), the award will expire one year after the date of termination.

Appears in 1 contract

Samples: Employment Agreement (Morgans Hotel Group Co.)

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