Vesting of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.
Vesting of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date. Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3.
Vesting of Restricted Stock. The shares of Stock subject to this Award shall remain forfeitable until the risks of forfeiture lapse according to the following vesting schedule:
Vesting of Restricted Stock. Shares of Restricted Stock are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the shares of Restricted Stock may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law.
(a) Provided the Grantee remains in continuous service with the Company through each applicable vesting date, 8.34% of the total number of shares of Restricted Stock subject hereto shall become vested and non-forfeitable on the last day of each full quarter (i.e., September 30, December 31, March 31 and June 30) following the Effective Date, with the first vesting date occurring on September 30, 2012.
(b) Upon cessation of the Grantee’s service by the Company without Cause or if Executive resigns within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares of Restricted Stock will become fully vested and non-forfeitable on such date of cessation of service. For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have the meanings set forth in any employment agreement between the Grantee and the Company or an Affiliate in effect at the time of such cessation of service.
(c) Upon cessation of the Grantee’s service with the Company for any reason other than by the Company without Cause or by the Grantee within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares.
(d) Solely for purposes of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as such entity remains a subsidiary or Affiliate).
Vesting of Restricted Stock. (a) Except as otherwise provided in Sections 2 and 4 of this Agreement, the shares of Restricted Stock shall become vested in accordance with the Vesting Schedule set out in the Notice of Restricted Stock Grant and with the applicable provisions of the Plan and this Agreement, provided that the Continuous Service of the Recipient continues through and on the applicable Vesting Date. There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to each vesting date, and all vesting of shares of Restricted Stock shall occur only on the applicable vesting date. Upon the termination or cessation of Recipient’s Continuous Service, for any reason whatsoever, any portion of the Restricted Stock which has not vested, and which does not then become vested pursuant to this Section 2 shall automatically and without notice terminate, be forfeited and be and become null and void.
(b) Notwithstanding any other term or provision of this Agreement, in the event of any merger, consolidation or other reorganization in which the Company does not survive, or in the event of any Change in Control, as defined in Section 2(h) of the Plan, the Restricted Stock may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Plan Administrator: (a) the continuation of the grant of the Restricted Stock by the Company, if the Company is a surviving corporation, subject to the terms and conditions set forth herein, (b) the assumption or substitution for, as those terms are defined in Section 9(b)(iv) of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting of the Restricted Stock, or (d) as otherwise determined by the Plan Administrator.
(c) Notwithstanding any other provision in this Agreement:
(i) If the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, any Non-Vested Shares shall continue to vest in accordance with the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement with the Company (the “Employment Agreement”) after the date of termination of Recipient’s employment, as though Recipient were to continue to be employed by the Company during such period.
(ii) If, during the period that begin...
Vesting of Restricted Stock. Any and all restrictions applicable to awards of restricted stock of Company then held by Executive shall lapse upon the Date of Termination, and any provision contained in the agreement(s) under which such restricted stock awards were granted that is inconsistent with such acceleration is hereby modified to the extent necessary to provide for such acceleration of vesting;
Vesting of Restricted Stock. Except as provided otherwise in Article 14 of the Plan and Sections 1 or 2 of this Annex A, the Restricted Stock shall vest in accordance with the Vesting Schedule set forth in the Restricted Stock Award Agreement. Any Shares that do not vest shall be forfeited.
Vesting of Restricted Stock. On the Vesting Date of any shares of Restricted Stock of the Operating Company Service Provider, the following events shall occur or be deemed to have occurred:
A. The Corporation shall be deemed to sell to the Operating Company (or, if the Operating Company Service Provider is an Employee or other Service Provider of a Subsidiary of the Operating Company, to such Subsidiary of the Operating Company), and the Operating Company (or such Subsidiary of the Operating Company) shall be deemed to purchase from the Corporation, such shares of Restricted Stock (or portion thereof) that are includible in the taxable income of the Operating Company Service Provider on such Vesting Date (the “Operating Company Purchased Restricted Stock”), which shall not include any Restricted Stock (or portion thereof) purchased by the Operating Company Service Provider. The deemed price paid by the Operating Company (or a Subsidiary of the Operating Company) to the Corporation for Operating Company Purchased Restricted Stock shall be an amount equal to the product of (x) the number of shares of Operating Company Purchased Restricted Stock and (y) the Fair Market Value of a share of Common Stock on the Vesting Date.
B. The Operating Company (or any Subsidiary of the Operating Company) shall be deemed to transfer Operating Company Purchased Restricted Stock to the Participant at no additional cost, as additional compensation.
C. The Operating Company shall issue to the Corporation on the Vesting Date a number of Common Units equal to (i) the number of shares of Operating Company Purchased Restricted Stock in consideration for a deemed Capital Contribution from the Corporation in an amount equal to the number of Common Units issued in accordance with this section, multiplied by the per-Common Unit Fair Market Value and (ii) the number of shares of Restricted Stock (or portion thereof) purchased by the Operating Company Service Provider in consideration for the Capital Contribution from the Corporation of any purchase price paid by the Operating Company Service Provider for the applicable Restricted Stock (or portion thereof) to the Corporation. In the case where an Operating Company Service Provider is an employee or service provider to a Subsidiary of the Operating Company, then the Operating Company shall be deemed to have contributed such amount to the capital of such Subsidiary of the Operating Company.
Vesting of Restricted Stock. Subject to the further provisions of this Agreement, the shares of Restricted Stock shall become vested in accordance with the following schedule: Notwithstanding the above vesting schedule, but subject to the further provisions hereof, upon the occurrence of the following events the unvested shares of Restricted Stock shall vest or be forfeited as provided below:
Vesting of Restricted Stock. (a) Except as otherwise provided in Section 3 hereof, 25% of Restricted Stock shall become vested on each anniversary of the Date of Grant (each such date being a “Vesting Date”), provided that the Grantee’s employment with the Company, Comprehensive Health Management, Inc. (“CHMI”) or any other Subsidiary continues through and on the applicable Vesting Date.
(b) Except as otherwise provided in Section 3 hereof, there shall be no proportionate or partial vesting of Restricted Stock in or during the months, days or periods prior to each Vesting Date, and all vesting of Restricted Stock shall occur only on the applicable Vesting Date.
