Vesting of Phantom Shares. Subject to the terms and conditions set forth in the Plan and this Agreement, the Phantom Shares shall vest as follows:
Vesting of Phantom Shares a. For so long as that certain Agreement and Plan of Merger, dated as of August 10, 2015, by and among Shenandoah Telecommunications Company (“Shentel”), Gridiron Merger Sub, Inc. and the Company (as amended from time to time, the “Merger Agreement”) has not been terminated, then the following provisions shall apply:
i. Immediately prior to the Effective Time (as defined in the Merger Agreement), the Applicable Percentage (defined below) of the Phantom Shares (rounded up to the next whole Phantom Share) granted hereby shall immediately vest provided you remain employed by the Company until such time and, at the Effective Time, such vested Phantom Shares shall be converted, subject to Paragraph 8 below, into the right to receive the Merger Consideration (as defined in the Merger Agreement) at the Effective Time in accordance with the terms of the Merger Agreement (but no later than thirty (30) days after the Effective Time) as if you held that number of shares of Common Stock of the Company equal to the number of Phantom Shares that are vested at the Effective Time;
ii. All Phantom Shares not vesting pursuant to clause (i) above shall be forfeited immediately prior to the Effective Time, and all Phantom Shares shall be forfeited on the termination of your employment with the Company prior to the Effective Time except as otherwise described below; and
Vesting of Phantom Shares. (a) Except as otherwise set forth in Section 3(b), the Phantom Shares shall vest in accordance with the vesting schedule set forth in the Grant Notice. In the event of the termination of the Participant’s employment prior to the vesting of all of the Phantom Shares (but after giving effect to any accelerated vesting pursuant to this Section 3), any unvested Phantom Shares (and all rights arising from such Phantom Shares 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.
(b) Notwithstanding anything in the Grant Notice, this Agreement or the Plan to the contrary and subject to the Participant’s execution of a wavier and release of claims of the Company, its affiliates and related persons within the time frame provided by the Company and in the form provided by the Company:
(i) if the Participant’s employment or other service relationship with the Company or its Affiliates is terminated by reason of the Participant’s death or Disability, the Participant shall vest as to 100% of the Phantom Shares if, and only if, a Change of Control occurs following such termination and such Change of Control satisfies the vesting criteria provided in the Grant Notice (other than any criteria specified with respect to continued employment), with the vesting of such Phantom Shares to occur as of the date of consummation of such Change of Control; and
(ii) if the Participant’s employment or other service relationship with the Company or its Affiliates is terminated by reason of the Participant’s Involuntary Termination, the Participant shall vest as to 100% of the Phantom Shares if, and only if, a Change of Control occurs within 45 days of the date of the Participant’s Involuntary Termination and such Change of Control satisfies the vesting criteria provided in the Grant Notice (other than any criteria specified with respect to continued employment), with the vesting of such Phantom Shares to occur as of the date of consummation of such Change of Control.
Vesting of Phantom Shares. Subject to the further provisions of this Agreement, the Phantom Shares shall become vested in accordance with the following schedule: 1 st 331/3 % 2 nd 662/3 % 3 rd 100 % While a Phantom Share remains "outstanding" pursuant to this Agreement, an amount equivalent to the distributions made on a share of Common Stock during such period shall be held by the Company without interest until the Phantom Share becomes vested or is forfeited and then paid to you or forfeited, as the case may be. Notwithstanding the above vesting schedule, all Phantom Shares that are not vested on your termination of employment with the Company for any reason, including without limitation on account of death, disability, or retirement, shall be automatically cancelled and forfeited without payment upon your termination. For purposes of this Agreement, "employment with the Company" shall include being an employee or a director of, or a consultant to, the Company or an Affiliate.
Vesting of Phantom Shares. The Phantom Shares shall vest on the date or dates specified in this Section 3, so long as the Grantee remains an employee of the Company on such dates, subject to Section 6, below. The Phantom Shares shall vest with respect to 50% of the Phantom Shares based on the Grantee’s continued employment (the “Time-Based Phantom Shares”) and with respect to 50% of the Phantom Shares based on the performance of the Company (the “Performance-Based Phantom Shares”).
Vesting of Phantom Shares. Subject to the further provisions of this Agreement, the Phantom Shares shall become vested in accordance with the following schedule: 1st 331/3% 2nd 662/3% Notwithstanding the above vesting schedule, all Phantom Shares that are not vested on your termination of employment with the Company for any reason (including without limitation on account of death, disability, or retirement) shall be automatically cancelled and forfeited without payment upon your termination. For purposes of this Agreement, “employment with the Company” shall include being an employee or a director of, or a consultant to, the Company or an affiliate and, following a spin-off of any Subsidiary of the Company as a separate, publicly traded company (“SpinCo”), being an employee or a director of, or a consultant to, SpinCo or its affiliates.
Vesting of Phantom Shares. Initially all of the Phantom Shares shall be unvested. Notwithstanding anything to the contrary in Section 9 of the Grantee’s Seventh Amended and Restated Employment Agreement dated December 8, 2010, as amended from time to time (the “Employment Agreement”), the Phantom Shares shall become fully vested solely upon the earliest to occur of the following events:
(a) At the end of the first ten (10) consecutive trading day period following the date hereof during which the Common Stock’s closing price, as quoted on Nasdaq Global Market (or on such other exchange as such shares may be traded), is at least $5.25 on each such day in such ten (10) day period, as adjusted for stock splits, stock dividends and any other actions and events as provided in the 2010 Plan;
(b) On the occurrence of a Change of Control;
(c) The termination by the Company of the Grantee’s employment with the Company without “Cause” (as defined in the Employment Agreement);
(d) The resignation by the Grantee of his employment with the Company in circumstances constituting an involuntary separation from service within the meaning of Treas. Reg. 1.409A-1(n)(2)(ii); and
(e) The termination of the Grantee’s employment due to his death. All Phantom Shares that are not vested on the earlier of (i) the Expiration Date or (ii) termination of your employment with the Company for any reason except as provided in clauses (c), (d) and (e) above (including without limitation termination on account of disability, or retirement), shall be automatically cancelled and forfeited without consideration. Notwithstanding the foregoing, the Committee may, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all remaining restrictions with respect to such Participant’s Phantom Shares, provided, however, if the Phantom Shares are intended to qualify as performance based compensation under Section 162(m) of the Code, such waiver may be only upon a termination due to death or disability or a Change of Control of the Company or such other event permitted by Section 162(m) of the Code.
Vesting of Phantom Shares. Each Award made after April 6, 2006, shall vest in three (3) equal annual installments of 33 ⅓% each, beginning one year after the Grant Date. While a share of Phantom Stock remains “outstanding” pursuant to this Agreement, an amount equivalent to the distributions made on a share of the Company’s no par value common stock (“Share”) during such period shall be held by the Company without interest until the share of Phantom Stock becomes vested or is forfeited and then paid to you or forfeited, as the case may be.
Vesting of Phantom Shares. Subject to the further provisions of this Agreement, the Phantom Shares shall become vested in accordance with the following schedule: 1st 331/3 % 2nd 662/3 % 3rd 100 % Notwithstanding the above vesting schedule, all Phantom Shares that are not vested on your termination of employment with the Company for any reason (including without limitation on account of death, disability, or retirement) shall be automatically cancelled and forfeited without payment upon your termination. For purposes of this Agreement, “employment with the Company” shall include being an employee or a director of, or a consultant to, the Company or an Affiliate. DERs. During the period that a Phantom Share remains “outstanding” pursuant to this Agreement (i.e., prior to the time the Phantom Share becomes vested), an amount equivalent to the dividends and distributions made on a share of Common Stock during such period (“DERs”) shall be held by the Company without interest until the Phantom Share becomes vested or is forfeited and then shall be paid to you (in cash or in Shares) at the time specified in Section 5 or forfeited, as the case may be.
Vesting of Phantom Shares. For so long as that certain Agreement and Plan of Merger, dated July 12, 2007, among Hexion Specialty Chemicals, Inc., Nimbus Merger Sub Inc. and Huntsman Corporation (as amended from time to time, the "Merger Agreement") has not been terminated, then the following provisions shall apply:
(i) Immediately prior to the Effective Time (as defined in the Merger Agreement), the restrictions on one-half of the Phantom Shares granted hereby shall immediately lapse and, at the Effective Time, such vested Phantom Shares shall be converted into the right to receive the Merger Consideration (as defined in the Merger Agreement) at the Effective Time in accordance with the terms of the Merger Agreement; and
(ii) At the Effective Time, the remaining half of the Phantom Shares granted hereby, shall be converted into the right to receive the Merger Consideration (as defined in the Merger Agreement) upon the date six months following the Closing Date (as defined in the Merger Agreement); provided, however, that if the holder is involuntarily terminated (unless such involuntary termination is for "Reasonable Cause", as such term is defined in the Huntsman Executive Severance Plan effective as of January 1, 2005) or is voluntarily terminated prior to such date and such termination was a result of a significant detrimental reduction or change to job responsibilities or current base compensation or material change of work location, the restrictions on the Phantom Shares granted hereby shall lapse immediately upon termination. In the event that the Merger Agreement is terminated without the consummation of the merger having occurred, then, subject to the further provisions of this Agreement, the Phantom Shares shall instead become vested in accordance with the following schedule: 1st 331/3% 2nd 662/3% 3rd 100% While a Phantom Share remains "outstanding" pursuant to this Agreement, an amount equivalent to the distributions made on a share of Common Stock during such period shall be held by the Company without interest until the Phantom Share becomes vested or is forfeited and then paid to you or forfeited, as the case may be. Notwithstanding the above schedule, all Phantom Shares that are not vested on or, in the case of (ii) above, in connection with, your termination of employment (including without limitation termination on account of death, disability, or retirement), shall be automatically cancelled and forfeited without consideration upon your termination. For purposes of ...
