Common use of Vesting of Restricted Share Units Clause in Contracts

Vesting of Restricted Share Units. (a) Except as otherwise provided in this Agreement, the Restricted Share Units will vest on the third anniversary of the Grant Date provided that you continue to serve as an employee of the Company for the period from the Grant Date through the third anniversary of the Grant Date (the “Vesting Period”). (b) If you incur a Separation from Service due to your Disability or death (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then a prorated portion of the Restricted Share Units, based upon the ratio of the number of full months of the Vesting Period that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such period, will vest for Plan purposes effective as of the end of the Vesting Period and will be payable at the time and in the form specified in Section 2. (c) If you incur a Separation from Service due to involuntary termination of employment by the Company without Cause (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then solely for purposes of determining whether you are vested in this Award, the number of full years of completed service in the vesting schedule will determine the amount of Restricted Share Units available to vest on the regularly scheduled vesting date. Each year of completed service during the vesting schedule will allow you to vest in one-third of the Award on the scheduled vesting date. This Award will be payable at the time and in the form specified in Section 2. (d) Subject to Section 8(b), if you incur a Separation from Service due to a Qualifying Termination within the two (2) year period immediately following a Change of Control and prior to the last day of the Vesting Period, then this Award will vest on the date of such Separation from Service and will be payable within thirty (30) days of the date of such Separation from Service in the form specified in Section 2. (e) If you incur any Separation from Service that is not described in Section 1(b) through (e) prior to the last day of the Vesting Period, then this Award will be immediately cancelled and forfeited and you will have no further rights to the Restricted Share Units granted pursuant to this Agreement. (f) For the avoidance of doubt, the Restricted Share Units granted pursuant to this Agreement will not vest pursuant to any of the retirement provisions set forth in the Plan.

Vesting of Restricted Share Units. (a) Except as otherwise provided in this Agreement, the Restricted Share Units will vest on the third anniversary of the Grant Date January __, 2020 provided that you continue to serve as an employee a member of the Company Board for the period from the Grant Date through the third anniversary of the Grant Date such date (the “Vesting Period”). (b) If you incur a Separation from Service your membership on the Board terminates prior to the last day of the Vesting Period due to your Disability or death (other than pursuant or due to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then a prorated portion of the Restricted Share Units, based upon the ratio of the number of full months of the Vesting Period that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such period, will vest for Plan purposes effective as of the end of the Vesting Period and will be payable at the time and in the form specified in Section 2. (c) If you incur a Separation from Service due to involuntary termination of employment by the Company without Cause (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then solely for purposes of determining whether you are vested in this Award, the number of full years of completed service in the vesting schedule will determine the amount of Restricted Share Units available to vest on the regularly scheduled vesting date. Each year of completed service during the vesting schedule will allow you to vest in one-third of the Award on the scheduled vesting date. This Award will be payable at the time and in the form specified in Section 2. (d) Subject to Section 8(b), if you incur a Separation from Service due to a Qualifying Termination within the two (2) year period immediately following a Change of Control and prior to the last day of the Vesting Period, then this Award will vest on the date of such Separation from Service termination of membership on the Board and will be payable within thirty (30) days of the date of such Separation from Service termination of membership on the Board in the form specified in Section 2. (ec) If you incur resign from the Board or cease to be a member of the Board by reason of the antitrust laws, compliance with the Company’s conflict of interest policies, or other circumstances that the Board determines not to be adverse to the best interests of the Company prior to the end of the Vesting Period, the Board may, upon resolution, determine that the Restricted Share Units will vest prior to the third anniversary of the Grant Date, in which case such Restricted Share Units will be payable within thirty (30) days of the date of vesting. (d) If your membership on the Board terminates for any Separation from Service reason that is not described in Section 1(b) through (eabove, or if your membership on the Board terminates for any reason described in Section 1(c) above and the Board does not determine that the Restricted Share Units will vest upon such termination, in either case prior to the last day of the Vesting Period, then your Award under this Award Agreement will be immediately cancelled and forfeited and you will have no further rights to the Restricted Share Units granted pursuant to this Agreement. (f) For the avoidance of doubt, the Restricted Share Units granted pursuant to this Agreement will not vest pursuant to any of the retirement provisions set forth in the Plan.

Vesting of Restricted Share Units. (a) Except as otherwise provided in this Agreement, the Restricted Share Units will vest on the third anniversary of the Grant Date grant date provided that you continue to serve as an employee of the Company for the period from the Grant Date through the third anniversary of the Grant Date grant date (the “Vesting Period”). (b) If you incur a Separation from Service due to your Disability or death (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then a prorated portion of the Restricted Share Units, based upon the ratio of the number of full months of the Vesting Period that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such period, will vest for Plan purposes effective as of the end of the Vesting Period and will be payable at the time and in the form specified in Section 22 of this Agreement. (c) If you incur a Separation from Service due to Retirement (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) at least one (1) year after the Grant Date and prior to the last day of the Vesting Period, then the Award will remain outstanding for the remainder of the Vesting Period and will continue to vest for Plan purposes in accordance with the terms of this Award Agreement as though you were still employed and will be payable at the time and in the form specified in Section 2 of this Agreement. (d) If you incur a Separation from Service due to involuntary termination of employment by the Company without Cause (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then solely for purposes of determining whether you are vested in this the Award, your last day of service will be deemed to be effective as of the number last day of full years any period during which you are entitled to receive severance from the Company. In the event that, as the result of completed any additional vesting service accorded in the vesting schedule will determine the amount of Restricted Share Units available immediately preceding sentence, you are deemed to vest be employed on the regularly scheduled vesting date. Each year of completed service during the vesting schedule will allow you to vest in one-third last day of the Award on Vesting Period, the scheduled vesting date. This Award will be payable at the time and in the form specified in Section 22 of this Agreement. (de) Subject to Section 8(b)) below, if you incur a Separation from Service due to a Qualifying Termination within the two (2) year period immediately following a Change of Control and prior to the last day of the Vesting Period, then this the Award will vest on the date of such Separation from Service and will be payable within thirty (30) days of the date of such Separation from Service in the form specified in Section 2. (ef) If you incur any Separation from Service Service, that is not described in Section 1(b) through (e) above, prior to the last day of the Vesting Period, then your Award under this Award Agreement will be immediately cancelled and forfeited and you will have no further rights to the Restricted Share Stock Units granted pursuant to this Agreement. (f) For the avoidance of doubt, the Restricted Share Units granted pursuant to this Agreement will not vest pursuant to any of the retirement provisions set forth in the Plan.

Vesting of Restricted Share Units. (a) Except 2.1 Subject to the Participant’s continued service to the Company or one of its Subsidiaries, as otherwise provided in this Agreementapplicable, the Restricted Share Units will vest if while the Participant is employed as the Chief Executive Officer of the AVG group of companies the average closing price of a Share on the third principal securities exchange where the Shares are traded during a 30 consecutive trading day period exceeds 2.5 times the closing price of a Share on the date of Participant’s commencement of employment, i.e. 25 July 2013, (the “Start Date”) on the principal securities exchange where the Shares are traded (the “Share Price Goal”), provided that (A) if the Share Price Goal is achieved prior to the first anniversary of the Grant Date provided that you continue Start Date, the vesting will be deemed to serve as an employee of occur on the Company for the period from the Grant Date through the third first anniversary of the Grant Start Date and (B) in any case Participant remains employed through the “Vesting Period”)applicable vesting date and Participant has not provided a notice of termination as of the applicable vesting date. (b) If you incur 2.2 Except as provided below, upon the occurrence of a Separation from Service due to your Disability or death (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior Employment Event with respect to the last day Participant, any unvested Restricted Share Units will be forfeited and the Participant will have no right to the unvested Restricted Share Units or the Shares underlying the unvested Restricted Share Units. Notwithstanding the foregoing, if Participant’s employment is terminated after the first anniversary of the Vesting PeriodStart Date at the Company’s initiative, excluding Termination for Cause, then a prorated portion any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within six months of the date of termination will vest on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. If Participant’s employment is terminated 18 months or more after the Start Date at the Company’s initiative, excluding Termination for Cause, then any Restricted Share Units (under this Restricted Share Units Agreement) that would have vested within twelve months of the date of termination will vest on the 60th day following the date of termination subject to Participant’s execution of a valid release of claims in accordance with Section 4.4(b) of his Employment Agreement. Upon the occurrence of a Termination for Cause with respect to the Participant, any Shares obtained upon the vesting of Restricted Share Units, based upon to the ratio of the number of full months of the Vesting Period that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such periodextent not sold, will vest for Plan purposes effective as of the end of the Vesting Period and will shall be payable forfeited at the time and in moment of Termination for Cause, unless agreed otherwise by the form specified in Section 2Supervisory Board. (c) If you incur a Separation from Service due to involuntary termination of employment by the Company without Cause (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then solely for purposes of determining whether you are vested in this Award, the number of full years of completed service in the vesting schedule will determine the amount of Restricted Share Units available to vest on the regularly scheduled vesting date. Each year of completed service during the vesting schedule will allow you to vest in one-third of the Award on the scheduled vesting date. This Award will be payable at the time and in the form specified in Section 2. (d) Subject to Section 8(b), if you incur a Separation from Service due to a Qualifying Termination within the two (2) year period immediately following a Change of Control and prior to the last day of the Vesting Period, then this Award will vest on the date of such Separation from Service and will be payable within thirty (30) days of the date of such Separation from Service in the form specified in Section 2. (e) If you incur any Separation from Service that is not described in Section 1(b) through (e) prior to the last day of the Vesting Period, then this Award will be immediately cancelled and forfeited and you 2.3 The Participant will have no further voting or other shareholder rights with respect to the Shares underlying the Restricted Share Units granted pursuant to this Agreement. (f) For the avoidance of doubt, until the Restricted Share Units granted pursuant vest and Shares are issued to this Agreement will not vest pursuant to any of the retirement provisions set forth in the PlanParticipant.

Vesting of Restricted Share Units. (a) Except as otherwise provided in this Agreement, the Restricted Share Units will vest on the third anniversary of the Grant Date provided that you continue to serve as an employee of the Company for the period from the Grant Date through the third anniversary of the Grant Date (the “Vesting Period”). (b) If you incur a Separation from Service due to your Disability or death (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then a prorated portion of the Restricted Share Units, based upon the ratio of the number of full months of the Vesting Period that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such period, will vest for Plan purposes effective as of the end of the Vesting Period and will be payable at the time and in the form specified in Section 2. (c) If you incur a Separation from Service due to Retirement (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) at least one (1) year after the Grant Date and prior to the last day of the Vesting Period, then this Award will remain outstanding for the remainder of the Vesting Period and will continue to vest for Plan purposes in accordance with the terms of this Agreement as though you were still employed and will be payable at the time and in the form specified in Section 2. (d) If you incur a Separation from Service due to involuntary termination of employment by the Company without Cause (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then solely for purposes of determining whether you are vested in this Award, the number of full years of completed service in the vesting schedule will determine the amount of Restricted Share Units available to vest on the regularly scheduled vesting date. Each year of completed service during the vesting schedule will allow you to vest in one-third of the Award on the scheduled vesting date. This Award will be payable at the time and in the form specified in Section 2. (de) Subject to Section 8(b), if you incur a Separation from Service due to a Qualifying Termination within the two (2) year period immediately following a Change of Control and prior to the last day of the Vesting Period, then this Award will vest on the date of such Separation from Service and will be payable within thirty (30) days of the date of such Separation from Service in the form specified in Section 2. (ef) If you incur any Separation from Service that is not described in Section 1(b) through (e) prior to the last day of the Vesting Period, then this Award will be immediately cancelled and forfeited and you will have no further rights to the Restricted Share Stock Units granted pursuant to this Agreement. (f) For the avoidance of doubt, the Restricted Share Units granted pursuant to this Agreement will not vest pursuant to any of the retirement provisions set forth in the Plan.

Vesting of Restricted Share Units. (a) Except as otherwise provided in this Agreement, the Restricted Share Units will vest on the third anniversary of the Grant Date grant date provided that you continue to serve as an employee of the Company for the period from the Grant Date through the third anniversary of the Grant Date grant date (the “Vesting Period”). (b) If you incur a Separation from Service due to your Disability or death (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then a prorated portion of the Restricted Share Units, based upon the ratio of the number of full months of the Vesting Period that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such period, will vest for Plan purposes effective as of the end of the Vesting Period and will be payable at the time and in the form specified in Section 22 of this Agreement. (c) If you incur a Separation from Service due to Retirement (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) at least one (1) year after the Grant Date and prior to the last day of the Vesting Period, then the Award will remain outstanding for the remainder of the Vesting Period and will continue to vest for Plan purposes in accordance with the terms of this Award Agreement as though you were still employed and will be payable at the time and in the form specified in Section 2 of this Agreement. (d) If you incur a Separation from Service due to involuntary termination of employment by the Company without Cause (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then solely for purposes of determining whether you are vested in this the Award, the number of full years of completed service in the vesting schedule will determine the amount of Restricted Share Units available to vest on the regularly scheduled vesting date. Each year of completed service during the vesting schedule will allow you to vest in one-third of the Award award on the scheduled vesting date. This The Award will be payable at the time and in the form specified in Section 22 of this Agreement. (de) Subject to Section 8(b)) below, if you incur a Separation from Service due to a Qualifying Termination within the two (2) year period immediately following a Change of Control and prior to the last day of the Vesting Period, then this the Award will vest on the date of such Separation from Service and will be payable within thirty (30) days of the date of such Separation from Service in the form specified in Section 2. (ef) If you incur any Separation from Service Service, that is not described in Section 1(b) through (e) above, prior to the last day of the Vesting Period, then your Award under this Award Agreement will be immediately cancelled and forfeited and you will have no further rights to the Restricted Share Stock Units granted pursuant to this Agreement. (f) For the avoidance of doubt, the Restricted Share Units granted pursuant to this Agreement will not vest pursuant to any of the retirement provisions set forth in the Plan.

Vesting of Restricted Share Units. (a) Except The Restricted Share Units covered by this Agreement shall become fully vested on [VESTING DATE] (the “Vesting Date”), provided the Participant remains employed by the Company or Subsidiary continuously from the Date of Grant until such Vesting Date. (b) Notwithstanding the provisions of Section 3(a) above, in the event of Participant’s involuntary termination by the Company for a reason other than “Cause” (as otherwise provided defined in the Plan), Participant shall receive Shares or cash in payment of the Restricted Share Units covered by this AgreementAgreement that are prorated based upon the number of full calendar months between the Date of Grant and the date the Participant separated from service with the Company and its Subsidiaries, as determined in accordance with Section 4(c), compared to the [INSERT] full calendar months between the Date of Grant and the Vesting Date. (c) Notwithstanding the provisions of Section 3(a) above, in the event of Participant’s Retirement (as defined in the Plan) from the Company and/or its Subsidiaries, the Participant shall receive Shares or cash in payment of the Restricted Share Units covered by this Agreement that are prorated based upon the number of full calendar months between the Date of Grant and the date of the Participant’s Retirement with the Company and its Subsidiaries, compared to the [INSERT] full calendar months between the Date of Grant and the Vesting Date. Nevertheless, under no circumstances shall the Participant’s Retirement result in the payment of Shares or cash at anytime before the Vesting Date, as set forth in Section 3(a). The Participant will be paid his or her prorated Shares on [INSERT VESTING DATE], as set forth in Section 2(b) above. (d) Notwithstanding the provisions of Section 3(a) above, in the event that the Participant separates from service with the Company and its Subsidiaries prior to the Vesting Date by reason of: (i) his Disability (as defined in the Plan), or (ii) his death, the Restricted Share Units will vest on covered by this Agreement shall become fully vested immediately upon the third anniversary occurrence of the Grant Date provided that you continue to serve as an employee of the Company for the period from the Grant Date through the third anniversary of the Grant Date (the “Vesting Period”). (b) If you incur a Separation from Service due to your Disability or death (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then a prorated portion of the Restricted Share Units, based upon the ratio of the number of full months of the Vesting Period that have elapsed as of the end of the month in which your Separation from Service due to Disability or death occurs over the total number of months in such period, will vest for Plan purposes effective as of the end of the Vesting Period and will be payable at the time and in the form specified in Section 2. (c) If you incur a Separation from Service due to involuntary termination of employment by the Company without Cause (other than pursuant to a Qualifying Termination within the two (2) year period immediately following a Change of Control) prior to the last day of the Vesting Period, then solely for purposes of determining whether you are vested in this Award, the number of full years of completed service in the vesting schedule will determine the amount of Restricted Share Units available to vest on the regularly scheduled vesting date. Each year of completed service during the vesting schedule will allow you to vest in one-third of the Award on the scheduled vesting date. This Award will be payable at the time and in the form specified in Section 2. (d) Subject to Section 8(b), if you incur a Separation from Service due to a Qualifying Termination within the two (2) year period immediately following a Change of Control and prior to the last day of the Vesting Period, then this Award will vest on the date of such Separation from Service and will be payable within thirty (30) days of the date of such Separation from Service in the form specified in Section 2. (e) If you incur any Separation from Service that is not event described in Section 1(bSections 3(d)(i) through (eor 3(d)(ii) prior to the last day of the Vesting Period, then this Award will be immediately cancelled and forfeited and you will have no further rights to the Restricted Share Units granted pursuant to this Agreementabove. (f) For the avoidance of doubt, the Restricted Share Units granted pursuant to this Agreement will not vest pursuant to any of the retirement provisions set forth in the Plan.