Common use of Vesting of Restricted Stock Units Clause in Contracts

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3) of the Restricted Stock Units following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Units.

Appears in 4 contracts

Samples: Restricted Stock Unit Agreement (Mac-Gray Corp), Restricted Stock Unit Agreement (Mac-Gray Corp), Restricted Stock Unit Agreement (Mac-Gray Corp)

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Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of Paragraph 1 of this Agreement shall lapse on up and the relevant portion of this Award shall vest as to one third (1/3i) as to 50% of the Restricted Stock Units following each immediately upon the determination of the Board or the Compensation Committee of the Board (the “Committee”) that the sum of (x) the Company’s three succeeding fiscal years commencing with Revenue Growth Rate plus (y) the fiscal year in which this Award was granted (each, Company’s Adjusted EBITDA Margin on a “Fiscal Year”) on the date Quarterly Calculation Date for a Measurement Period equals or exceeds 30% (the “Vesting DateRule of 30), and (ii) as to the remaining 50% of the Restricted Stock Units on which the one year anniversary of the date the Board or the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, determination; provided that the Grantee is remains an employee the Company or a Subsidiary through the applicable vesting date as set forth herein. If the Board or the Committee determines that the Rule of 30 equals at least 20% but less than 30% on a Quarterly Calculation Date, then (i) 25% of the Restricted Stock Units shall immediately vest on the date of such determination, and (ii) 25% of the Restricted Stock Units shall vest on the one year anniversary of the date of such determination; provided that the Grantee remains an employee the Company or a Subsidiary through the applicable vesting date as set forth herein. In such case, the remaining 50% of Restricted Stock Units shall only vest if the Board or the Committee determines that the Rule of 30 equals at least 30% on a subsequent Quarterly Calculation Date during the Performance Period, at which point an additional 25% of the Restricted Stock Units will immediately vest (such date, the “Subsequent Vesting Date”), and the remaining 25% of the Restricted Stock Units will vest on the one year anniversary of the Subsequent Vesting Date; provided that the Grantee remains an employee of the Company or a Subsidiary on such Vesting Datethrough the applicable vesting date as set forth herein. The actual number Board or the Committee shall calculate the Rule of Restricted Stock Units that will vest on a particular Vesting 30 following each Quarterly Calculation Date will depend on in the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year Measurement Period based on the following percentage thresholds: Company’s quarterly or annual financial statements filed on a Form 10-Q or Form 10-K, as applicable. For purposes the avoidance of this Section 3doubt, if the “Performance Measure” shall mean, Board or the Committee determines as of the final Quarterly Calculation Date that the Rule of 30 does not equal at least 20% for any Fiscal Year, Measurement Period during the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock methodPerformance Period, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, terminate and be forfeited and become null and voidas of the final Quarterly Calculation Date in the Performance Period, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited unvested Restricted Stock Units.. The Board or Committee shall make the foregoing determinations of whether or not the performance goals have been attained no later than five (5) business days following (i) the actual filing date of the applicable Form 10-Q or Form 10-K or (ii) in the event that the Company does not timely file the applicable Form 10-Q or Form 10-K for reasons unrelated to the preparation of the Company’s financial statements, the due date for the applicable Form 10-Q or Form 10-K. Notwithstanding the foregoing, (i) in the event that the Grantee’s employment is terminated by the Company without Cause (as defined in the Employment Agreement between the Company and the Grantee, dated April 11, 2018 (the “Employment Agreement”)) or the Grantee terminates his employment for Good Reason (as defined in the Employment Agreement), the vesting of this Award shall be subject to acceleration as set forth in Section 4(b)(ii) of the Employment Agreement and (ii) in the event of a Change in Control, the vesting of this Award shall be subject to acceleration as set forth in Section 5 of the Employment Agreement. In addition, the Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. For purposes of this Agreement, the following terms shall have the meanings set forth below:

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement (Brightcove Inc)

Vesting of Restricted Stock Units. The restrictions and conditions Restricted Stock Units specified in Section 2 1 of this Agreement shall lapse vest as follows: (a) On , a number of Restricted Stock Units equal to multiplied by the number of Restricted Stock Units specified in Section 1 of this Agreement shall become nonforfeitable on up to one third (1/3) a cumulative basis until 100% of the Restricted Stock Units following each specified in Section 1 of this Agreement have become nonforfeitable. Each such date shall be a settlement date under this Agreement. In addition to the other conditions described above, your right to receive all or any portion of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount is contingent upon the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s achieving positive adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less the . (b) In the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on event a diluted basis using the treasury stock method, Change in Control occurs prior to all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions specified in Section 1 of this Agreement becoming nonforfeitable as provided in Section 3 are not fully satisfied3(a) above and while Grantee is an employee of the Company or any Subsidiary, then such unvested the Restricted Stock Units covered by this Agreement shall automatically become nonforfeitable if, in connection with such Change in Control, the successor corporation does not assume the obligations of the Company under this Agreement or provide Grantee with a substitute award with rights equivalent to the rights provided under this Agreement. Subject to the following sentence, if the obligations of the Company under this Agreement remain unchanged or the successor corporation assumes the obligations of the Company under this Agreement or provides Grantee with a substitute award with rights equivalent to the rights provided under this Agreement, then no such acceleration shall apply and without notice terminatethe terms of this Agreement shall apply to the assumed or substitute award, except as may otherwise be forfeited provided in a written agreement between Grantee and become null the Company. Notwithstanding the foregoing, if, following a Change in Control, (i) the obligations of the Company under this Agreement remain unchanged or the successor corporation assumes the obligations of the Company under this Agreement or provides Grantee with a substitute award with rights equivalent to the rights provided under this Agreement and void(ii) after the Change in Control, and neither but prior to all of the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock UnitsUnits specified in Section 1 of this Agreement becoming nonforfeitable, the Company or any successor corporation or any subsidiary of either terminates Grantee’s employment without Cause or Grantee terminates his employment for Good Reason, then the Restricted Stock Units covered by this Agreement or any substitute award shall become nonforfeitable upon such termination of employment.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Axiall Corp/De/), Restricted Stock Unit Agreement (Axiall Corp/De/)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of Paragraph 1 of this Agreement shall lapse on up and the relevant portion of this Award shall vest as to one third (1/3i) 50% of the Restricted Stock Units following each immediately upon the determination of the Board or the Compensation Committee of the Board (the “Committee”) that the sum of (x) the Company’s three succeeding fiscal years commencing with Revenue Growth Rate plus (y) the fiscal year in which this Award was granted (each, Company’s Adjusted EBITDA Margin on a “Fiscal Year”) on the date Quarterly Calculation Date for a Measurement Period equals or exceeds 30% (the “Vesting DateRule of 30), and (ii) the remaining 50% of the Restricted Stock Units on which the one year anniversary of the date the Board or the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, determination; provided that the Grantee is remains an employee the Company or a Subsidiary through the applicable vesting date as set forth herein. If the Board or the Committee determines that the Rule of 30 equals at least 20% but less than 30% on a Quarterly Calculation Date, then (i) 25% of the Restricted Stock Units shall immediately vest on the date of such determination, and (ii) 25% of the Restricted Stock Units shall vest on the one year anniversary of the date of such determination; provided that the Grantee remains an employee the Company or a Subsidiary through the applicable vesting date as set forth herein. In such case, the remaining 50% of Restricted Stock Units shall only vest if the Board or the Committee determines that the Rule of 30 equals at least 30% on a subsequent Quarterly Calculation Date during the Performance Period, at which point an additional 25% of the Restricted Stock Units will immediately vest (such date, the “Subsequent Vesting Date”), and the remaining 25% of the Restricted Stock Units will vest on the one year anniversary of the Subsequent Vesting Date; provided that the Grantee remains an employee of the Company or a Subsidiary on such Vesting Datethrough the applicable vesting date as set forth herein. The actual number Board or the Committee shall calculate the Rule of Restricted Stock Units that will vest on a particular Vesting 30 following each Quarterly Calculation Date will depend on in the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year Measurement Period based on the following percentage thresholds: Company’s quarterly or annual financial statements filed on a Form 10-Q or Form 10-K, as applicable. For purposes the avoidance of this Section 3doubt, if the “Performance Measure” shall mean, Board or the Committee determines as of the final Quarterly Calculation Date that the Rule of 30 does not equal at least 20% for any Fiscal Year, Measurement Period during the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock methodPerformance Period, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, terminate and be forfeited and become null and voidas of the final Quarterly Calculation Date in the Performance Period, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited unvested Restricted Stock Units.. The Board or Committee shall make the foregoing determinations of whether or not the performance goals have been attained no later than five (5) business days following (i) the actual filing date of the applicable Form 10-Q or Form 10-K or (ii) in the event that the Company does not timely file the applicable Form 10-Q or Form 10-K for reasons unrelated to the preparation of the Company’s financial statements, the due date for the applicable Form 10-Q or Form 10-K. Notwithstanding the foregoing, (i) in the event that the Grantee’s employment is terminated by the Company without Cause (as defined in the Employment Agreement between the Company and the Grantee, dated May 3, 2018 (the “Employment Agreement”)) or the Grantee terminates his employment for Good Reason (as defined in the Employment Agreement), the vesting of this Award shall be subject to acceleration as set forth in Section 4(c)(iii) of the Employment Agreement and (ii) in the event of a Change in Control, the vesting of this Award shall be subject to acceleration as set forth in Section 5 of the Employment Agreement. In addition, the Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. For purposes of this Agreement, the following terms shall have the meanings set forth below:

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement (Brightcove Inc)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3) of the Restricted Stock Units will vest according to the following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. schedule: The actual number of Restricted Stock Units that will vest on a particular Vesting Date become eligible for vesting as set forth below will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) upon the Company’s earnings before interest, taxes, depreciation and amortization Total Stockholder Return (EBITDAas defined below) as compared to the Benchmark Peers Total Stockholder Return (as defined below) for such Fiscal Year, less the Performance Period (bas defined below) and will be determined in accordance with this Agreement. The “Performance Period” will begin on the first day of the Company’s interest expense 2020 fiscal year (the “Commencement Date”) and capital expenditures for such Fiscal Year, by (y) end on the weighted average number last day of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements 2022 fiscal year (the “Anniversary Date”). Notwithstanding the foregoing, in the event of a Change in Control, or in the event Participant’s continuous Service is terminated due to Participant’s death or Permanent Disability (a “Qualifying Termination”), the Performance Period will be deemed to end upon the first to occur of the consummation of the Change in Control (the “Closing”) or the date of the Qualifying Termination for such Fiscal Year. The Committee shall review purposes of calculating the Company’s audited financial statements promptly after their preparation each year Total Stockholder Return and the Benchmark Peers Total Stockholder Return. The first to determine the percentage occur of the Performance Measure target amount Anniversary Date, the Closing, or a Qualifying Termination, is referred to herein as the “Period End Date.” 1 This should be 50% of the total Target Number of Restricted Stock Units 2 This should be 200% of the above Target Number of Restricted Stock Units If Participant’s continuous Service terminates prior to the Period End Date due to his or her Retirement, Participant’s Restricted Stock Units will remain outstanding through the Period End Date and the number of Restricted Stock Units that was achieved for purposes of this Section 3become Eligible Restricted Stock Units (as defined below) will be measured as if Participant’s continuous Service had not terminated. If on Participant’s continuous Service terminates prior to the Period End Date for any Vesting Date all reason (other than as a result of a Qualifying Termination or some of due to Participant’s Retirement), the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then will terminate and be cancelled and Participant will have no further rights with respect to such unvested Restricted Stock Units. Any Restricted Stock Units shall automatically that do not become Eligible Restricted Stock Units as of the Period End Date will terminate and without notice terminate, be forfeited cancelled and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives Participant will thereafter have any no further rights or interests in with respect to such forfeited Restricted Stock Units. Lastly, vesting is subject to Participant’s continuous Service through the applicable vesting date, subject to the vesting acceleration provisions set forth below.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (NetApp, Inc.), Restricted Stock Unit Agreement (NetApp, Inc.)

Vesting of Restricted Stock Units. The restrictions Restricted Stock Units shall vest and conditions in Section 2 become nonforfeitable and be paid, as follows: (a) Subject to the terms of this Agreement shall lapse on up to one third Section 4, (1/3i) 15% of the Restricted Stock Units following included in the Restricted Stock Unit Account as of the date of grant (subject to adjustment in accordance with the terms of the Plan and Section 2 hereof) shall vest and become nonforfeitable on each of the Company’s three succeeding fiscal years commencing first six anniversaries of the date of grant, and (ii) 10% of the Restricted Stock Units included in the Restricted Stock Unit Account as of the date of grant (subject to adjustment in accordance with the fiscal year in which this Award was granted terms of the Plan and Section 2 hereof) shall vest and become nonforfeitable on the seventh anniversary of the date of grant (eacheach of the first seven anniversaries of the date of grant and the date of the Participant’s termination of employment (if applicable), a “Fiscal Year”) on the date (the “Vesting Date”). (b) on which If the Committee makes a determination that Participant’s employment terminates prior to the seventh anniversary of the date of grant due to the Participant’s death or Total Disability or by the Company has achieved the Performance Measure other than for Cause (as defined belowin the Employment Letter), the number of Restricted Stock Units equal to the product of (i) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will are eligible to vest on a particular the first Vesting Date will depend on (as per Section 4(a) above) that would occur immediately following the percentage date of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3termination and (ii) a fraction, the “Performance Measure” numerator of which shall mean, for any Fiscal Year, be the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares days elapsed from the Vesting Date immediately preceding the date of Stock outstanding for termination (as per Section 4(a) above) through the date of termination, and the denominator of which shall be 365, shall vest immediately as of such Fiscal Year determined on a diluted basis using date of termination and be paid out as provided hereunder. Except as provided in the treasury stock methodprior sentence, upon the Participant’s termination of employment, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because then remaining in the conditions of this Section 3 are not fully satisfied, then such unvested Participant’s Restricted Stock Units Unit Account as of the date of termination shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any Participant shall be entitled to no payments or shares of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests Common Stock in such forfeited Restricted Stock Unitsrespect thereof.

Appears in 2 contracts

Samples: Employment Agreement (Alleghany Corp /De), Restricted Stock Unit Matching Grant Agreement (Alleghany Corp /De)

Vesting of Restricted Stock Units. The restrictions Restricted Stock Units will become vested in accordance with this Section 2. (a) Restricted Stock Units will become vested in accordance with the vesting schedule set forth on Exhibit A hereto, provided that on each vesting date, the Grantee has, from the date hereof or as otherwise provided for herein, continuously provided services to the Company. (b) If the Grantee’s employment with the Company terminates as a result of death or by the Company due to Disability and, in the case of termination due to Disability, subject to the Grantee executing the Company’s standard release of claims which becomes effective in accordance with its terms within 60 days following such termination of employment, the Restricted Stock Units that are unvested as of such termination of employment shall become immediately vested. (c) If, on or within one year following a Change in Control, the Grantee’s employment is terminated by the Company other than for Cause and conditions subject to the Grantee executing the Company’s standard release of claims which becomes effective in Section 2 accordance with its terms within 60 days following such termination of employment, then the Restricted Stock Units that are unvested as of such termination of employment shall become immediately vested. (d) Except as provided in this Agreement or in any other agreement between the Grantee and the Company or any of its Subsidiaries that is in effect as of the Effective Date, upon cessation of the Grantee’s service with the Company for any reason or for no reason (and whether such cessation is initiated by the Company, the Grantee or otherwise): (i) any Restricted Stock Units that have not, prior to such cessation, become vested shall immediately and automatically, without any action on the part of the Company or the Grantee, be forfeited, and (ii) the Grantee shall have no further rights with respect to those Restricted Stock Units (or the underlying shares of Common Stock). (e) For purposes of this Agreement, service with the Company shall be deemed to include service with any Subsidiary of the Company for only so long as such entity remains a Subsidiary. (f) For purposes of this Agreement, “Disability” means a mental or physical impairment of the Grantee that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Grantee to be unable to perform his or her material duties for the Company and to be engaged in any substantial gainful activity, in each case as determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Compensation Committee of the Company’s Board of Directors (the “Committee”), whose determination shall be conclusive and binding. The determination of Disability for purposes of this Agreement shall lapse on up not be construed to one third (1/3) be an admission of the Restricted Stock Units following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, disability for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Unitsother purpose.

Appears in 2 contracts

Samples: Award Agreement for Restricted Stock Units (OneSpan Inc.), Award Agreement for Time Based Restricted Stock Units (OneSpan Inc.)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3) of the Restricted Stock Units will vest according to the following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. schedule: The actual number of Restricted Stock Units that will vest on a particular Vesting Date become eligible for vesting as set forth below will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) upon the Company’s earnings before interest, taxes, depreciation and amortization Adjusted Operating Income (EBITDAor “AOI”) (as defined below) for such Fiscal Year, less the Performance Period (bas defined below) and will be determined in accordance with this Agreement. The “Performance Period” will begin on the first day of the Company’s interest expense 2020 fiscal year (the “Commencement Date”) and capital expenditures for such Fiscal Year, by (y) end on the weighted average number last day of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements 2022 fiscal year (the “Anniversary Date”). Notwithstanding the foregoing, in the event of a Change in Control, or in the event Participant’s continuous Service is terminated due to Participant’s death or Permanent Disability (a “Qualifying Termination”), the Performance Period will be deemed to end upon the first to occur of the consummation of the Change in Control (the “Closing”) or the date of the Qualifying Termination for such Fiscal Year. The Committee shall review purposes of calculating the Company’s audited financial statements promptly after their preparation each year Adjusted Operating Income. The first to determine the percentage occur of the Performance Measure target amount Anniversary Date, the Closing, or a Qualifying Termination, is referred to herein as the “Period End Date.” If Participant’s continuous Service terminates prior to the Period End Date due to his or her Retirement, Participant’s Restricted Stock Units will remain outstanding through the Period End Date and the number of 1 This should be 50% of the total Target Number of Restricted Stock Units 2 This should be 200% of the above Target Number of Restricted Stock Units Restricted Stock Units that was achieved for purposes of this Section 3become Eligible Restricted Stock Units (as defined below) will be measured as if Participant’s continuous Service had not terminated. If on Participant’s continuous Service terminates prior to the Period End Date for any Vesting Date all reason (other than as a result of a Qualifying Termination or some of due to Participant’s Retirement), the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then will terminate and be cancelled and Participant will have no further rights with respect to such unvested Restricted Stock Units. Any Restricted Stock Units shall automatically that do not become Eligible Restricted Stock Units as of the Period End Date will terminate and without notice terminate, be forfeited cancelled and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives Participant will thereafter have any no further rights or interests in with respect to such forfeited Restricted Stock Units. Lastly, vesting is subject to Participant’s continuous Service through the applicable vesting date, subject to the vesting acceleration provisions set forth below.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (NetApp, Inc.), Restricted Stock Unit Agreement (NetApp, Inc.)

Vesting of Restricted Stock Units. The restrictions Restricted Stock Units will become vested in accordance with this Section 2. (a) Restricted Stock Units will become vested in accordance with the vesting schedule set forth on Exhibit A hereto, provided that on each vesting date, the Grantee has, from the date hereof or as otherwise provided for herein, continuously provided services to the Company. (b) If the Grantee’s employment with the Company terminates as a result of death or by the Company due to Disability and, in the case of termination due to Disability, subject to the Grantee executing the Company’s standard release of claims which becomes effective in accordance with its terms within 60 days following such termination of employment, the Restricted Stock Units that are unvested as of such termination of employment shall become immediately vested. (c) If, on or within 18 months following a Change in Control, either (x) the Grantee’s employment is terminated by the Company other than for Cause or (y) the Grantee resigns from employment with the Company for Good Reason, and conditions subject to the Grantee executing the Company’s standard release of claims which becomes effective in Section 2 accordance with its terms within 60 days following such termination of employment, then the Restricted Stock Units that are unvested as of such termination of employment shall become immediately vested. (d) Except as provided in this Agreement or in any other agreement between the Grantee and the Company or any of its Subsidiaries that is in effect as of the Effective Date, upon cessation of the Grantee’s service with the Company for any reason or for no reason (and whether such cessation is initiated by the Company, the Grantee or otherwise): (i) any Restricted Stock Units that have not, prior to such cessation, become vested shall immediately and automatically, without any action on the part of the Company or the Grantee, be forfeited, and (ii) the Grantee shall have no further rights with respect to those Restricted Stock Units (or the underlying shares of Common Stock). (e) For purposes of this Agreement, service with the Company shall be deemed to include service with any Subsidiary of the Company for only so long as such entity remains a Subsidiary. (f) For purposes of this Agreement, “Disability” means a mental or physical impairment of the Grantee that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Grantee to be unable to perform his or her material duties for the Company and to be engaged in any substantial gainful activity, in each case as determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Compensation Committee of the Company’s Board of Directors (the “Committee”), whose determination shall be conclusive and binding. The determination of Disability for purposes of this Agreement shall lapse on up not be construed to one third (1/3) be an admission of the Restricted Stock Units following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, disability for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Unitsother purpose.

Appears in 2 contracts

Samples: Time Based Restricted Stock Unit Grant (OneSpan Inc.), Award Agreement for Time Based Restricted Stock Units (OneSpan Inc.)

Vesting of Restricted Stock Units. The restrictions Restricted Stock Units shall vest in three equal installments, with the first installment vesting on December 15 of the year in which the Date of Grant occurs, and conditions the next two installments vesting on December 15 of each of the next two years (each such date, a “Vesting Date” and the period between each Vesting Date, a “Vesting Period”); provided, however, that (i) all of the unvested Restricted Stock Units and DERs will immediately vest on (A) the date of termination due to the death of the Grantee or (B) the date of termination of the Grantee’s employment by the Company or its applicable affiliate for any reason other than Cause, or by the Grantee with Good Reason (as defined below), in Section 2 each case within two (2) years following a Change in Control (a “Change in Control Termination”), if such termination of this Agreement shall lapse on up employment occurs prior to one third a Vesting Date or (1/3ii) upon the termination of the Grantee’s employment due to Retirement, a prorated portion of the Restricted Stock Units following each of (and related DERs) that would have vested on the Company’s three succeeding fiscal years commencing next scheduled Vesting Date shall vest on the next scheduled Vesting Date, with the fiscal year in which this Award was granted proration to be determined by calculating the product of (each, a “Fiscal Year”A) on the date quotient of (x) the number of completed months the Grantee has been employed since the Date of Grant or the most recent Vesting Date, as applicable, divided by (y) on which the Committee makes a determination that number of months in the Company has achieved current restricted Vesting Period, multiplied by (B) the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual total number of Restricted Stock Units that will were scheduled to vest on a particular the next scheduled Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: Date. For purposes of the foregoing calculation, a month is complete on the day in the following month that corresponds to the Date of Grant. For the purposes of this Section 3Agreement, the Performance MeasureGood Reasonshall meanmeans, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) if the Company’s earnings before interestGrantee is a party to an employment or a severance agreement with the Company or one of its Subsidiaries in which “Good Reason” is defined, taxesthe occurrence of any circumstances defined as “Good Reason” in such employment or severance agreement, depreciation and amortization (EBITDA) for such Fiscal Year, less or (b) if the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) Grantee is not a party to an employment or severance agreement with the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage Company or one of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some Subsidiaries in which “Good Reason” is defined, the relocation of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither Grantee’s office at which the Grantee nor any of is to perform his or her successors, heirs, assigns, duties to a location more than thirty (30) miles from the location at which the Grantee performed his or personal representatives will thereafter have any further rights or interests her duties prior to the Change in such forfeited Restricted Stock UnitsControl.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Humana Inc), Restricted Stock Unit Agreement (Humana Inc)

Vesting of Restricted Stock Units. Subject to Section 3 and 6 below, the Restricted Stock Units shall vest as follows: (a) The restrictions Restricted Stock Units shall vest in equal installments on each vesting date set forth above (each a "Vesting Date") (subject to rounding conventions adopted by the Corporation from time to time; provided that in no event will the total Shares issued exceed the total units granted under the Award), provided that Grantee shall have remained in the continuous employ of the Corporation or a Subsidiary through the applicable Vesting Date. (b) Notwithstanding Section 2(a), the Restricted Stock Units that have not yet vested under this Section 2 shall immediately vest if, prior to the applicable Vesting Date: (i) Grantee ceases to be employed with the Corporation and conditions its Subsidiaries by reason of death or Disability (defined by reference Section 22(e)(3) of the Code), or (ii) a Change in Control occurs and the Corporation and its Subsidiaries terminate Grantee's employment other than for cause (as determined by the Corporation in its sole discretion), or Gxxxxxx's employment terminates under circumstances that entitle Grantee to severance benefits under an employment or change in control agreement with the Corporation or a Subsidiary, or a severance plan maintained by the Corporation or a Subsidiary, as applicable, in each case within the two-year period commencing on the Change in Control. (c) Notwithstanding Sections 2(a) or 2(b), a pro-rated portion of the Restricted Stock Units that has not yet vested under this Section 2 shall immediately vest if, prior to the applicable Vesting Date (and other than as provided in Section 2 2(b)(ii) above): (i) the Corporation and its Subsidiaries terminate Grantee's employment other than for cause, death or Disability, including as a result of the divestiture of assets, a business or a company by the Corporation or a Subsidiary, or (ii) Grantee voluntarily terminates employment with the Corporation and its Subsidiaries after having attained age 55 and completed 10 years of consecutive service from Grantee's most recent date of hire or re-hire, as applicable (as determined under such rules as may be established by the Corporation from time-to-time) ("Retirement"). The pro-rated portion of the Restricted Stock Units that becomes vested under this Agreement Section 2(c), if any, shall lapse be determined by the Committee or its delegate, in its sole discretion, based upon Gxxxxxx's continuous employment with the Corporation and its Subsidiaries from the Date of Grant through the date of termination of employment (including additional service credit provided to Grantee, if any, under an employment agreement with the Corporation or a Subsidiary, or a severance plan maintained by the Corporation or a Subsidiary, as applicable). Notwithstanding the foregoing provisions, if Grantee is a member of the Senior Management Committee on up the Date of Grant, Grantee shall be entitled to one third all (1/3rather than a pro-rated portion) of the Restricted Stock Units following each of in the Company’s three succeeding fiscal years commencing event that, prior to the applicable Vesting Date, Grantee voluntarily terminates employment with the fiscal year in which this Award was granted (eachCorporation and its Subsidiaries after having attained age 60 and completed five years of consecutive service from Grantee’s most recent date of hire or re-hire, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure as applicable (as defined below) target amount determined under such rules as may be established by the Committee for Corporation from time-to-time), but only if such Fiscal Year, provided that voluntary termination occurs following the Grantee is an employee completion of one year of service after the Company or a Subsidiary on such Vesting Date. The actual number Date of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: Grant. (d) For purposes of Section 2 of this Section 3Agreement, the “Performance Measure” continuous employment of Grantee with the Corporation and its Subsidiaries shall meannot be deemed to have been interrupted, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal YearGrantee shall not be deemed to have ceased to be an employee, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage reason of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any transfer of his or her successorsemployment among the Corporation and its Subsidiaries or a leave of absence approved by the Corporation or a Subsidiary; provided that, heirsto the extent permitted under applicable law, assignsthe Corporation shall pro-rate the vesting of Restricted Share Units in the event Grantee is on an approved but unpaid leave of absence, or personal representatives will thereafter have any further rights or interests in based upon the portion of the applicable vesting period during which Grantee received payment of salary (as determined under such forfeited Restricted Stock Unitsrules as may be established by the Corporation from time-to-time).

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Duke Energy CORP)

Vesting of Restricted Stock Units. The restrictions (a) So long as your Service continues, the Restricted Stock Units shall vest in accordance with the following schedule (each date specified being a “Vesting Date”): (i) 10,000 Restricted Stock Units shall vest at such time as the trailing average closing price of the Common Stock of the Company during any thirty (30) consecutive days during the period beginning on September 2, 2014 and conditions in Section 2 ending on September 2, 2017 (the “Performance Period”) has been at least equal to eight (8) dollars. (ii) 10,000 Restricted Stock Units shall vest at such time as the trailing average closing price of this Agreement shall lapse on up the Common Stock of the Company during any thirty (30) consecutive days during the Performance Period has been at least equal to one third ten (1/310) dollars. (b) If all of the Restricted Stock Units following each referred to in subsections (a)(i)-(ii), above do not vest in accordance with such subsections, all of such Restricted Stock Units that do not vest as of September 2, 2017 shall be immediately forfeited without consideration. Notwithstanding the foregoing, and subject to the provisions of Section 9(b)(4) of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted Employment Agreement, dated October 16, 2014, (each, a “Fiscal Year”i) on the date (the “Vesting Date”) on which the Committee makes a determination that if your employment is terminated by the Company has achieved the Performance Measure without Cause (as defined below) target amount established or by you for Good Reason (as defined below), prior to or after the Committee occurrence of a Change of Control (as defined below), the period for such Fiscal Year, provided that determining whether the Grantee is an employee performance conditions for vesting of the Company or a Subsidiary on such Vesting Date. The actual number of any outstanding unvested Restricted Stock Units that will vest on a particular Vesting Date will depend on have been satisfied shall be extended to the percentage twelve (12) month anniversary of the Performance Measure target amount Date of Termination (as defined below), and any Restricted Stock Units which satisfy the Company achieved for performance conditions during such period shall be vested and settled within 30 days after the previous Fiscal Year based on the following percentage thresholds: performance conditions have been satisfied. (c) For purposes of this Section 3Agreement, the Performance MeasureCause” shall mean, for mean that any Fiscal Year, of the quotient obtained by dividing following has occurred and that the Board has made a determination of such occurrence after providing you with reasonably detailed written notice and a reasonable opportunity to be heard on the issues at a Board meeting: (xi) the difference between continued failure by you to substantially perform your material duties to the Company (aother than due to mental or physical disability) after written notice specifying such failure and the Company’s earnings before interestmanner in which you may rectify such failure in the future, taxesprovided that in the case of conduct above which is capable of being cured, depreciation and amortization you shall have a period of thirty (EBITDA30) for such Fiscal Year, less days after you are provided with written notice thereof in which to cure; (bii) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference you have engaged in misconduct that has resulted in material damage to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all business or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assignsreputation; (iii) your conviction of, or personal representatives will thereafter entry of a plea of guilty or nolo contendere with respect to, (A) a crime involving moral turpitude, fraud, forgery, embezzlement or similar conduct, or (B) a felony crime; (iv) you have any further rights engaged in fraud against the Company or interests in misappropriated Company property (other than incidental property); or (v) you have materially breached the Employment Agreement and such forfeited Restricted Stock Unitsbreach, to the extent curable, has not been cured within thirty (30) days after you are provided with written notice thereof.

Appears in 1 contract

Samples: Employment Agreement

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of Paragraph 1 of this Agreement shall lapse on up to one third (1/3) of the Restricted Stock Units Vesting Date or Dates specified in the following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (schedule so long as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Date. The actual Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Stock Units that will vest specified as vested on a particular such date. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. Notwithstanding the foregoing, the Grantee shall become vested in the Restricted Stock Units prior to the Vesting Date will depend in the following circumstances: (a) In the case of and subject to the consummation of a Sale Event, provided that the Grantee remains an employee of the Company or a Subsidiary through the date of such Sale Event, any Restricted Stock Units that have not vested and have not previously been forfeited shall become fully vested as of immediately prior to the effective time of the Sale Event. (b) In the event of the Grantee’s death, provided that the Grantee was an employee of the Company or a Subsidiary immediately prior to the date of the Grantee’s death, any Restricted Stock Units that have not vested and have not previously been forfeited shall become fully vested on the percentage date of the Performance Measure target amount Grantee’s death. (c) In the event of the Grantee’s Permanent Disability, provided that the Grantee was an employee of the Company achieved for or a Subsidiary immediately prior to the previous Fiscal Year based on date of the following percentage thresholds: Grantee’s Permanent Disability, the Grantee shall become fully vested in a number of his Restricted Stock Units determined by multiplying the number of Restricted Stock Units credited to the Grantee by a fraction, the numerator of which shall be the number of full months from the Grant Date to the date of the Grantee’s Permanent Disability and the denominator of which shall be #VestingMonths#. For purposes of this Section 3Award, the Performance MeasurePermanent Disability” shall mean, mean that the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for any Fiscal Year, a continuous period of not less than 12 months or the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal YearGrantee is, by (y) the weighted average number reason of shares any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of Stock outstanding not less than 12 months, receiving income replacement benefits for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage period of not less than three months under an accident and health plan covering employees of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all Company or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Unitsa Subsidiary.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Washington Trust Bancorp Inc)

Vesting of Restricted Stock Units. Subject to Section 3 and 6 below, the Restricted Stock Units shall vest as follows: (a) The restrictions and conditions Restricted Stock Units shall vest in equal installments on each vesting date set forth above (each a "Vesting Date") (subject to rounding conventions adopted by the Corporation from time to time; provided that in no event will the total Shares issued exceed the total units granted under the Award), provided that Grantee shall have remained in the continuous employ of the Corporation or a Subsidiary through the applicable Vesting Date. (b) Notwithstanding Section 2(a), the Restricted Stock Units that have not yet vested under this Section 2 shall immediately vest if, prior to the applicable Vesting Date: (i) Grantee ceases to be employed with the Corporation and its Subsidiaries by reason of this Agreement shall lapse death or Disability (defined by reference Section 22(e)(3) of the Code), or (ii) a Change in Control occurs and the Corporation and its Subsidiaries terminate Grantee's employment other than for cause (as determined by the Corporation in its sole discretion), or Grantee's employment terminates under circumstances that entitle Grantee to severance benefits under an employment or change in control agreement with the Corporation or a Subsidiary, or a severance plan maintained by the Corporation or a Subsidiary, as applicable, in each case within the two-year period commencing on up to one third the Change in Control. (1/3c) Notwithstanding Sections 2(a) or 2(b), a pro-rated portion of the Restricted Stock Units following each that has not yet vested under this Section 2 shall immediately vest if, prior to the applicable Vesting Date (and other than as provided in Section 2(b)(ii) above): (i) the Corporation and its Subsidiaries terminate Grantee's employment other than for cause, death or Disability, including as a result of the Company’s three succeeding fiscal years commencing divestiture of assets, a business or a company by the Corporation or a Subsidiary, or (ii) Grantee voluntarily terminates employment with the fiscal year in which this Award was granted (eachCorporation and its Subsidiaries after having attained age 55 and completed 10 years of consecutive service from Grantee's most recent date of hire or re-hire, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure as applicable (as defined below) target amount determined under such rules as may be established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting DateCorporation from time-to-time)("Retirement"). The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some pro-rated portion of the Restricted Stock Units do not vest because that becomes vested under this Section 2(c), if any, shall be determined by the conditions Committee or its delegate, in its sole discretion, based upon Grantee's continuous employment with the Corporation and its Subsidiaries from the Date of Grant through the date of termination of employment (including additional service credit provided to Grantee, if any, under an employment agreement with the Corporation or a Subsidiary, or a severance plan maintained by the Corporation or a Subsidiary, as applicable). (d) For purposes of Section 2 of this Section 3 are Agreement, the continuous employment of Grantee with the Corporation and its Subsidiaries shall not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and voiddeemed to have been interrupted, and neither Grantee shall not be deemed to have ceased to be an employee, by reason of the Grantee nor any transfer of his or her successorsemployment among the Corporation and its Subsidiaries or a leave of absence approved by the Corporation or a Subsidiary; provided that, heirsto the extent permitted under applicable law, assignsthe Corporation shall pro-rate the vesting of Restricted Share Units in the event Grantee is on an approved but unpaid leave of absence, or personal representatives will thereafter have any further rights or interests in based upon the portion of the applicable vesting period during which Grantee received payment of salary (as determined under such forfeited Restricted Stock Unitsrules as may be established by the Corporation from time-to-time).

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Duke Energy Ohio, Inc.)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3) of the Restricted Stock Units will vest according to the following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. schedule: The actual number of Restricted Stock Units that will vest on a particular Vesting Date become eligible for vesting as set forth below will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) upon the Company’s earnings before interest, taxes, depreciation and amortization Total Stockholder Return (EBITDAas defined below) as compared to the Index Total Stockholder Return (as defined below) for such Fiscal Year, less the Performance Period (bas defined below) and will be determined in accordance with this Agreement. The “Performance Period” will begin on the first day of the Company’s interest expense [ ] fiscal year (the “Commencement Date”) and capital expenditures for such Fiscal Year, by (y) end on the weighted average number last day of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements [ ] fiscal year (the “Anniversary Date”). Notwithstanding the foregoing, in the event of a Change in Control, or in the event Participant’s continuous Service is terminated due to Participant’s death or Permanent Disability (a “Qualifying Termination”), the Performance Period will be deemed to end upon the first to occur of the consummation of the Change in Control (the “Closing”) or the date of the Qualifying Termination for such Fiscal Year. The Committee shall review purposes of calculating the Company’s audited financial statements promptly after their preparation each year Total Stockholder Return and the Index Total Stockholder Return. The first to determine the percentage occur of the Performance Measure target amount Anniversary Date, the Closing, or a Qualifying Termination, is referred to herein as the “Period End Date.” If Participant’s continuous Service terminates prior to the Period End Date due to his or her Retirement, Participant’s Restricted Stock Units will remain outstanding through the Period End Date and the number of Restricted Stock Units that was achieved become Eligible Restricted Stock Units (as defined below) will be measured as if Participant’s continuous Service had not terminated. 1 This should be 200% of the Target Number of Restricted Stock Units If Participant’s continuous Service terminates prior to the Period End Date for purposes any reason (other than as a result of this Section 3. If on any Vesting Date all a Qualifying Termination or some of due to Participant’s Retirement), the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then will terminate and be cancelled and Participant will have no further rights with respect to such unvested Restricted Stock Units. Any Restricted Stock Units shall automatically that do not become Eligible Restricted Stock Units as of the Period End Date will terminate and without notice terminate, be forfeited cancelled and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives Participant will thereafter have any no further rights or interests in with respect to such forfeited Restricted Stock Units. Lastly, vesting is subject to Participant’s continuous Service through the applicable vesting date, subject to the vesting acceleration provisions set forth below.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (NetApp, Inc.)

Vesting of Restricted Stock Units. The restrictions and conditions Restricted Stock Units specified in Section 2 1 of this Agreement shall lapse vest as follows: (a) On each of the first, second and third anniversaries of the Date of Grant, a number of Restricted Stock Units equal to thirty-three and one-third percent (33-1/3%) multiplied by the number of Restricted Stock Units specified in Section 1 of this Agreement shall become nonforfeitable on up to one third (1/3) a cumulative basis until 100% of the Restricted Stock Units following each specified in Section 1 of this Agreement have become nonforfeitable. Each such date listed above shall be a settlement date under this Agreement. (b) In the event a Change in Control occurs prior to all of the Company’s three succeeding fiscal years commencing with the fiscal year Restricted Stock Units specified in which Section 1 of this Award was granted (each, a “Fiscal Year”Agreement becoming nonforfeitable as provided in Section 3(a) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the above and while Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of any Subsidiary, the Restricted Stock Units that will vest on a particular Vesting Date will depend on covered by this Agreement shall become nonforfeitable if, in connection with such Change in Control, the percentage successor corporation does not assume the obligations of the Performance Measure target amount Company under this Agreement or provide Grantee with a substitute award with rights equivalent to the rights provided under this Agreement. Subject to the following sentence, if the obligations of the Company achieved for under this Agreement remain unchanged or the previous Fiscal Year based on successor corporation assumes the following percentage thresholds: For purposes obligations of the Company under this Agreement or provides Grantee with a substitute award with rights equivalent to the rights provided under this Agreement, then no such acceleration shall apply and the terms of this Section 3Agreement shall apply to the assumed or substitute award, except as may otherwise be provided in a written agreement between Grantee and the “Performance Measure” shall meanCompany. Notwithstanding the foregoing, for any Fiscal Yearif, the quotient obtained by dividing following a Change in Control, (xi) the difference between (a) obligations of the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) Company under this Agreement remain unchanged or the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) successor corporation assumes the weighted average number obligations of shares of Stock outstanding for such Fiscal Year determined on the Company under this Agreement or provides Grantee with a diluted basis using the treasury stock method, all as determined by reference substitute award with rights equivalent to the Company’s audited financial statements for such Fiscal Year. The Committee shall review rights provided under this Agreement and (ii) after the Company’s audited financial statements promptly after their preparation each year Change in Control, but prior to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions specified in Section 1 of this Section 3 are not fully satisfiedAgreement becoming nonforfeitable, the Company or any successor corporation or any subsidiary of either terminates Grantee’s employment without Cause or Grantee terminates his or her employment for Good Reason, then such unvested the Restricted Stock Units covered by this Agreement or any substitute award shall automatically and without notice terminatebecome nonforfeitable upon such termination of employment. As used in this Agreement, the following terms shall be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Units.defined as follows:

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Axiall Corp/De/)

Vesting of Restricted Stock Units. The restrictions and conditions Provided that the Grantee has continuously served as a member of the Board from the Date of Grant through the vesting dates described in Section 2 of this Agreement shall lapse on up to one sentence, one-third (1/3) of the Restricted Stock Units following each shall vest on the first annual anniversary of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (eachDate of Grant, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some one-third of the Restricted Stock Units do not shall vest because on the conditions second annual anniversary of this Section 3 are not fully satisfiedthe Date of Grant, then such and the remaining one-third of the Restricted Stock Units shall vest on the third annual anniversary of the Date of Grant; provided, however, that 100% of the unvested Restricted Stock Units shall automatically immediately vest on the earlier of (i) the date upon which a Qualifying Change in Control occurs if such event occurs prior to the date of the Grantee’s “separation from service” (as defined under Section 409A of the Code (“Separation from Service”)), (ii) the date of the Grantee’s death if such event occurs while Grantee is serving as a member of the Board, or (iii) the date of the Grantee’s Separation from Service by reason of disability (as determined by the Committee). Each date described in the preceding sentence upon which Restricted Stock Units vest is referred to herein as a “Vesting Date.” As used herein, the term “Qualifying Change in Control” means a Change in Control, but excluding any event that would otherwise constitute a Change in Control and without notice terminate, that relates solely to any acquisition of securities of the Company by a stockholder of the Company that owns 20% or more of either the Outstanding Stock or the Outstanding Company Voting Securities as of the Date of Grant (or by such a stockholder and/or one or more of its affiliates). Any Restricted Stock Units that do not become vested in accordance with the preceding provisions of this Section 3 shall be forfeited and become null and voidsurrendered to CRC for no consideration as of the date of the Grantee’s Separation from Service. In addition, and neither if the Grantee nor incurs a Separation from Service for cause (as determined by the Board), then, notwithstanding any provision herein to the contrary, all of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited the Grantee’s Restricted Stock UnitsUnits which have not yet been paid pursuant to Section 4 (whether vested or unvested) shall be forfeited and surrendered to CRC for no consideration as of the date of the Grantee’s Separation from Service.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (California Resources Corp)

Vesting of Restricted Stock Units. Subject to Section 3 and 6 below, the Restricted Stock Units shall vest as follows: (a) The restrictions Restricted Stock Units shall vest in equal installments on each vesting date set forth above (each a "Vesting Date") (subject to rounding conventions adopted by the Corporation from time to time; provided that in no event will the total Shares issued exceed the total units granted under the Award), provided that Grantee shall have remained in the continuous employ of the Corporation or a Subsidiary through the applicable Vesting Date. (b) Notwithstanding Section 2(a), the Restricted Stock Units that have not yet vested under this Section 2 shall immediately vest if, prior to the applicable Vesting Date: (i) Grantee ceases to be employed with the Corporation and conditions its Subsidiaries by reason of death or Disability (defined by reference Section 22(e)(3) of the Code), or (ii) a Change in Control occurs and the Corporation and its Subsidiaries terminate Grantee's employment other than for cause (as determined by the Corporation in its sole discretion), or Xxxxxxx's employment terminates under circumstances that entitle Grantee to severance benefits under an employment or change in control agreement with the Corporation or a Subsidiary, or a severance plan maintained by the Corporation or a Subsidiary, as applicable, in each case within the two-year period commencing on the Change in Control. (c) Notwithstanding Sections 2(a) or 2(b), a pro-rated portion of the Restricted Stock Units that has not yet vested under this Section 2 shall immediately vest if, prior to the applicable Vesting Date (and other than as provided in Section 2 2(b)(ii) above): (i) the Corporation and its Subsidiaries terminate Grantee's employment other than for cause, death or Disability, including as a result of the divestiture of assets, a business or a company by the Corporation or a Subsidiary, or (ii) Grantee voluntarily terminates employment with the Corporation and its Subsidiaries after having attained age 55 and completed 10 years of consecutive service from Grantee's most recent date of hire or re-hire, as applicable (as determined under such rules as may be established by the Corporation from time-to-time) ("Retirement"). The pro-rated portion of the Restricted Stock Units that becomes vested under this Agreement Section 2(c), if any, shall lapse be determined by the Committee or its delegate, in its sole discretion, based upon Xxxxxxx's continuous employment with the Corporation and its Subsidiaries from the Date of Grant through the date of termination of employment (including additional service credit provided to Grantee, if any, under an employment agreement with the Corporation or a Subsidiary, or a severance plan maintained by the Corporation or a Subsidiary, as applicable). Notwithstanding the foregoing provisions, if Grantee is a member of the Senior Management Committee on up the Date of Grant, Grantee shall be entitled to one third all (1/3rather than a pro-rated portion) of the Restricted Stock Units following each of in the Company’s three succeeding fiscal years commencing event that, prior to the applicable Vesting Date, Grantee voluntarily terminates employment with the fiscal year in which this Award was granted (eachCorporation and its Subsidiaries after having attained age 60 and completed five years of consecutive service from Grantee’s most recent date of hire or re-hire, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure as applicable (as defined below) target amount determined under such rules as may be established by the Committee for Corporation from time-to-time), but only if such Fiscal Year, provided that voluntary termination occurs following the Grantee is an employee completion of one year of service after the Company or a Subsidiary on such Vesting Date. The actual number Date of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: Grant. (d) For purposes of Section 2 of this Section 3Agreement, the “Performance Measure” continuous employment of Grantee with the Corporation and its Subsidiaries shall meannot be deemed to have been interrupted, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal YearGrantee shall not be deemed to have ceased to be an employee, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage reason of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any transfer of his or her successorsemployment among the Corporation and its Subsidiaries or a leave of absence approved by the Corporation or a Subsidiary; provided that, heirsto the extent permitted under applicable law, assignsthe Corporation shall pro-rate the vesting of Restricted Share Units in the event Grantee is on an approved but unpaid leave of absence, or personal representatives will thereafter have any further rights or interests in based upon the portion of the applicable vesting period during which Grantee received payment of salary (as determined under such forfeited Restricted Stock Unitsrules as may be established by the Corporation from time-to-time).

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Duke Energy Florida, Llc.)

Vesting of Restricted Stock Units. The 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 and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3) one-half of the Restricted Stock Units following each of granted hereby shall immediately lapse and, at the Company’s three succeeding fiscal years commencing with Effective Time, such vested Restricted Stock Units shall be converted into the fiscal year in which this Award was granted (each, a “Fiscal Year”) on right to receive the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure Merger Consideration (as defined belowin the Merger Agreement) target amount established by at the Committee for such Fiscal Year, provided that Effective Time in accordance with the Grantee is an employee terms of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on Merger Agreement; and (ii) At the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3Effective Time, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some remaining half of the Restricted Stock Units do not vest because granted hereby, shall be converted into the conditions 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 Restricted Stock Units 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 Section 3 are not fully satisfiedAgreement, then such unvested the Restricted Stock Units shall automatically and instead become vested in accordance with the following schedule: 1st 331/3% 2nd 662/3% 3rd 100% While a Restricted Stock Unit 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 notice terminate, be interest until the Restricted Stock Unit becomes payable or is forfeited and become null and voidthen paid to you or forfeited, and neither as the Grantee nor any case may be. Notwithstanding the above schedule, all Restricted Stock Units that are not vested on or, in the case of his or her successors(ii) above, heirsin connection with, assignsyour termination of employment (including without limitation termination on account of death, disability, or personal representatives will thereafter have any further rights retirement), shall be automatically cancelled and forfeited without consideration upon your termination. For purposes of this Agreement, "employment with the Company" shall include being an employee or interests in such forfeited Restricted Stock Unitsa director of, or a consultant to, the Company or an Affiliate.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Huntsman CORP)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3a) of Except as otherwise provided herein, the Restricted Stock Units following each will become nonforfeitable and payable to Participant pursuant to Section 5 hereof having a ratable vesting schedule of 1/3 of the Company’s three succeeding fiscal years commencing with the fiscal award per year in which this Award was granted (each, a “Fiscal Year”) on the date anniversary of the Grant Date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year), provided that the Grantee is an employee of conditioned upon Participant’s continuous employment with the Company or a Subsidiary on such through the Vesting Date. The actual Any Restricted Stock Units that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) below, if Participant ceases to be continuously employed by Corporation or a Subsidiary prior to the Vesting Date. For purposes of this Agreement, “continuously employed” means the absence of any interruption or termination of Participant’s employment with Corporation or with a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by Corporation or in the case of transfers between locations of Corporation and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the Restricted Stock Units will become nonforfeitable and payable to Participant pursuant to Section 5 hereof upon the occurrence of a Change of Control if the Restricted Stock Units have not previously been forfeited or become nonforfeitable. (c) Notwithstanding Section 4(a) above, if Participant dies or becomes Disabled during the period commencing on the Grant Date and ending on the Vesting Date, then, if the Restricted Stock Units have not previously become nonforfeitable or been forfeited, then a number of Restricted Stock Units that will vest on a particular Vesting Date will depend on shall become nonforfeitable upon such death or Disability and result in payment, at the percentage of the Performance Measure target time described in Section 5, in an amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference equal to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage product of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of (i) the Restricted Stock Units do not vest because that would have resulted in payment in accordance with the conditions terms of this Section 3 are not fully satisfied4 if Participant had remained in the continuous employ of Corporation or a Subsidiary from the Grant Date until the Vesting Date, then multiplied by (ii) a fraction (in no case greater than 1), the numerator of which is the number of whole months from the Grant Date through the date of such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and voiddeath or Disability, and neither the Grantee nor any denominator of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Unitswhich is 36.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Louisiana-Pacific Corp)

Vesting of Restricted Stock Units. The Subject to Paragraphs 4 and 5 below, the restrictions and conditions in Section of Paragraph 2 of this Agreement shall lapse on up the vesting date or dates specified in the following schedule so long as the Grantee remains an employee of the Company 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 one third the number of Restricted Stock Units specified as vested on such date. Vesting of the Restricted Stock Units issued pursuant to this Award will be triggered with respect to the number of Restricted Stock Units set forth on Exhibit A attached hereto upon (1/3A) the Stock attaining certain price levels as set forth on Exhibit A based on the average closing price of the Stock on NASDAQ (or such other exchange or trading market as may be applicable from time to time) over any ten consecutive trading date period (each a “Stock Price Vesting Target”) and/or (B) the good faith determination by the Board of Directors of the Company or its executive committee that the Company has secured firm and commercially reasonable contracts representing $25 million of annual revenue and has established the supply chain needed to perform under such contracts (the “Revenue Vesting Target”). Once vesting of a specified number of Restricted Stock Units issued pursuant to this Award has been triggered by attaining a Stock Price Vesting Target or the Revenue Vesting Target, then twenty-five percent (25%) of the Restricted Stock Units following each triggered for vesting shall vest on the first anniversary of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted date such Restricted Stock Units were triggered for vesting (eacheach such date, a “Fiscal Year”) on the date (the “Vesting Trigger Date”), twenty-five percent (25%) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not triggered for vesting shall vest because on the conditions second anniversary of this Section 3 are not fully satisfied, then such unvested the Vesting Trigger Date and the remaining 50% of the Restricted Stock Units triggered for vesting shall automatically and without notice terminatevest on the third anniversary of the Vesting Trigger Date. To the extent vesting of the Restricted Stock Units issued pursuant to this Award have not been triggered by January 2, 2016, they will be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock UnitsUnits will vest under any circumstances. The Committee may at any time accelerate the vesting schedule specified in this Paragraph 3.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Metabolix, Inc.)

Vesting of Restricted Stock Units. The restrictions and conditions Subject to any accelerated vesting provisions in Section 2 of this Agreement shall lapse on up to one third the Plan, the Restricted Stock Units will vest as follows: Ten percent (1/310%) of the Restricted Stock Units following will vest on each anniversary of the Company’s three succeeding fiscal years commencing with Vesting Commencement Date, subject to Participant continuing to be an Employee through such dates, and satisfying the fiscal year in which this Award was granted Full-Time Employment Requirement for an Eligible Vesting Year. Restricted Stock Units will not vest during any Eligible Vesting Year if for six months or more during such Eligible Vesting Year (eachi) Participant is on a Nonstatutory Leave of Absence, and/or (ii) Participant is not a Full-Time Employee ((i) and (ii), individually and collectively, being referred to as the Fiscal YearFull-Time Employment Requirement) on ). In the date event that no Restricted Stock Units vest during an Eligible Vesting Year for failure to satisfy the Full-Time Employment Requirement (the “Forgone Annual Units”), then the Forgone Annual Units that fail to so vest will be eligible to vest in a subsequent Eligible Vesting Date”) on Year during which the Committee makes a determination Full-Time Employment Requirement is satisfied; provided, however, that no more than one Eligible Vesting Year’s worth of Forgone Annual Units will be able to vest in any such subsequent Eligible Vesting Year; provided, further, that any Restricted Stock Units that fail to vest hereunder by the fifteenth (15th) anniversary of the Vesting Commencement Date will not be eligible to vest thereafter and will automatically be forfeited at no cost to the Company has achieved and the Performance Measure (as defined below) target amount established by Participant will have no further rights with respect thereto. In addition to the Committee vesting provided for such Fiscal Yearabove, provided that each Eligible Vesting Year beginning with the Grantee is an employee of the Company or Vesting Commencement Date, a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year become vested based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) upon the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) achievement of certain performance goals for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all that ends during an applicable Eligible Vesting Year as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage follows: Total Number of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because subject to this Award x 0.1 x Earnings Attainment for applicable Fiscal Year x Sales Attainment for applicable Fiscal Year In order to be eligible for vesting acceleration pursuant to these performance-based vesting provisions for any Eligible Vesting Year, Participant must be an Employee through the conditions end of this Section 3 are not fully satisfiedsuch Eligible Vesting Year and must satisfy the Full-Time Employment Requirement for such Eligible Vesting Year. For these purposes, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither an “Eligible Vesting Year” means the Grantee nor any period between May 1 through the following April 30 of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Unitseach year from the Vesting Commencement Date through the fifteenth (15th) anniversary of the Vesting Commencement Date.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (National Instruments Corp /De/)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3a) of Except as otherwise provided herein, the Restricted Stock Units following each will become nonforfeitable and payable to Participant pursuant to Section 5 hereof on the third anniversary of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date Grant Date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year), provided that the Grantee is an employee of conditioned upon Participant’s continuous employment with the Company or a Subsidiary on such through the Vesting Date. The actual Any Restricted Stock Units that do not so become nonforfeitable will be forfeited, including, except as provided in this Section 4 below, if Participant ceases to be continuously employed by Corporation or a Subsidiary prior to the Vesting Date. For purposes of this Agreement, “continuously employed” means the absence of any interruption or termination of Participant’s employment with Corporation or with a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by Corporation or in the case of transfers between locations or Corporation and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the Restricted Stock Units will become nonforfeitable and payable to Participant pursuant to Section 5 hereof upon the occurrence of a Change of Control if the Restricted Stock Units have not previously been forfeited or become nonforfeitable. (c) Notwithstanding Section 4(a) above, if Participant experiences a termination of employment because of Participant’s Retirement (as defined below), on or after the first anniversary of the Grant Date but prior to the Vesting Date, then, if the Restricted Stock Units have not previously become nonforfeitable or been forfeited, a number of Restricted Stock Units shall become nonforfeitable upon such Retirement and result in payment, at the time described in Section 5, in an amount equal to the product of (i) the Restricted Stock Units that will vest on would have resulted in payment in accordance with the terms of Section 4(a) if Participant had remained in the continuous employ of Corporation or a particular Subsidiary from the Grant Date until the Vesting Date, multiplied by (ii) a fraction (in no case greater than 1), the numerator of which is the number of whole months from the Grant Date will depend on through the percentage date of Retirement, and the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: denominator of which is 36. For purposes of this Section 3Agreement, the Performance MeasureRetirement” shall mean, for any Fiscal Year, mean the quotient obtained by dividing voluntary termination of Participant’s employment with Corporation and its Subsidiaries if (xi) the difference between Participant is then at least age 59 ½ and has completed at least ten (a10) the Company’s earnings before interest, taxes, depreciation years of continuous service with Corporation or a Subsidiary or (ii) Participant is then at least age 65 and amortization has completed at least five (EBITDA5) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number years of shares of Stock outstanding for such Fiscal Year determined on continuous service with Corporation or a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock UnitsSubsidiary.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Louisiana-Pacific Corp)

Vesting of Restricted Stock Units. The restrictions Restricted Stock Units subject to this Award, and conditions not previously forfeited, shall vest, as follows: (a) If the Grantee remains continuously employed by the Corporation, including Subsidiaries, through the _________ anniversary of the Date of Grant (the "Vesting Date"), and if the Committee determines that the Performance Goal (as defined below) has been met during the period from _____________ to ______________ (the “Performance Period”), provided that such determination shall be made no later than _____________, the Restricted Stock Units shall become vested. If the Performance Goal is not met, the Restricted Stock Units shall be forfeited. The Performance Goal that shall apply to all Restricted Stock Units subject to this Award shall be based on the Committee’s determination, in its sole discretion, that the Corporation achieves a return on equity (“XXX”) equal to at least ____ during the Performance Period (the “Performance Goal”). The Committee shall calculate the Corporation’s XXX during the Performance Period using the following methodology: (i) the Corporation’s XXX during the Performance Period will equal the arithmetic average of the annual ROEs earned by the Corporation for ____________, (ii) the Corporation’s annual XXX will be calculated by dividing the Corporation’s adjusted net income by the Corporation’s average shareholders’ equity excluding goodwill, with the resulting XXX rounded to the nearest 0.05%. For this purpose, the Corporation’s “adjusted net income” will be determined pursuant to the methodology described in the ________________ with respect to EPS (including the adjustment provisions relating to targets and results), and the Corporation’s “average shareholders’ equity excluding goodwill” means, for any given year, the sum of the total shareholders’ equity of the Corporation less the goodwill balance on the Corporation’s balance sheet as of the first day of such year and as of the end of each year, divided by two. If the Committee determines that a merger, consolidation, liquidation, issuance of rights or warrants to purchase securities, recapitalization, reclassification, stock dividend, spin-off, split-off, stock split, reverse stock split or other distribution with respect to the shares of Common Stock, or any similar corporate transaction or event in respect of the Common Stock, the manner in which the Corporation conducts its business, changes in the law or regulations or regulatory structure, changes in accounting practice, other unusual or nonrecurring items or occurrences, or other events or circumstances, render the Performance Goal to be unsuitable, the Committee may, in its sole discretion, and without the consent of the Grantee or any other persons, modify the calculation of the Performance Goal, or the related level of achievement, in whole or in part, as the Committee deems equitable and appropriate to reflect such event; provided, however, that no such action may result in the loss of the otherwise available exemption of the Award under Section 162(m) of the Code. (b) If such employment terminates (i) as the result of Grantee’s death or (ii) as the result of Grantee’s permanent and total disability within the meaning of Code Section 22(e)(3), all Restricted Stock Units subject to this Award, which units have not previously been forfeited, immediately shall become fully vested, unless the Committee or its delegate, in its sole discretion, determines that Grantee is in violation of any obligation identified in Section 2 of this Agreement 3, in which case any Restricted Stock Units not previously vested shall lapse on up to one third be forfeited. (1/3c) 100% of the Restricted Stock Units shall become vested, if, following each the occurrence of a Change in Control and before the Company’s three succeeding fiscal years commencing with second anniversary of such occurrence, such employment is terminated involuntarily, and not for cause, by the fiscal year in which this Award was granted (eachCorporation, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (or employing Subsidiary, as defined below) target amount established determined by the Committee for such Fiscal Year, provided that or its delegate in its sole discretion. (d) Unless the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference Grantee's right to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some receive payment of the Restricted Stock Units do constitutes a "deferral of compensation" within the meaning of Section 409A of the Code, in the event that at a time when vesting would otherwise occur under Section 2(a) or 2(b) Grantee is on an employer-approved, personal leave of absence, then, unless prohibited by law, vesting shall be postponed and shall not vest because occur unless and until Grantee returns to active service in accordance with the conditions terms of this Section 3 are the approved personal leave of absence and before January 14 of the calendar year immediately following the calendar year in which the leave commenced. In the event Grantee does not fully satisfiedreturn to active service from such leave of absence prior to January 14 of the calendar year immediately following the calendar year in which the leave commenced, then such unvested any Restricted Stock Units covered by this Award that were not vested as of the commencement of such leave shall automatically and without notice terminate, be immediately forfeited and become null and void, and neither the (as if Grantee nor any terminated employment for purposes of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock UnitsSection 4 hereof).

Appears in 1 contract

Samples: Performance Based Retention Award Agreement (Duke Energy Carolinas, LLC)

Vesting of Restricted Stock Units. The restrictions (a) Except as otherwise provided in this Agreement, or in the Plan, the Restricted Stock Units shall vest in ten equal annual installments of 17,500 units commencing on May 15, 2011 and conditions ending on May 15, 2020 (the “Vesting Dates”), which shall be cumulative, provided that the Recipient continues to be employed with the Company through and on the applicable Vesting Dates. Except as otherwise specifically provided herein, there shall be no proportionate or partial vesting in Section 2 the periods prior to each Vesting Date, and all vesting shall occur only on the appropriate Vesting Date. Upon the termination of this Agreement shall lapse on up to one third (1/3) the Recipient’s employment, any unvested portion of the Restricted Stock Units following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference does not become vested pursuant to the Company’s audited financial statements for provisions hereof as a result of such Fiscal Yeartermination shall terminate and be null and void. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some Any portion of the Restricted Stock Units do not vest because the conditions of subject to this Agreement that is and has become vested pursuant to this Section 3 are not fully satisfied, then such unvested shall be referred to as “Vested Units,” and any portion of the Restricted Stock Units that is and has not yet become vested shall automatically and without notice terminatebe referred to as the “Non-Vested Units.” (b) Notwithstanding any other term or provision of this Agreement, be forfeited and in the event of a Change in Control (as defined in the Employment Agreement), the Recipient shall become null and void, and neither immediately vested in all of the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Units as of the date of the Change in Control. (c) Notwithstanding any other term or provision of this Agreement: (i) if the Recipient’s employment with the Company is terminated without Cause or For Good Reason, then as of the Date of Termination the Recipient shall become immediately vested in all Non-Vested Units and shall become immediately entitled to a distribution of that number of shares of Common Stock of the Company that is represented by those Vested Units, and (ii) if the Recipient’s employment with the Company is terminated due to the Recipient’s disability or death, the Recipient or the Recipient’s estate or designated beneficiary(ies), whichever is applicable, shall become immediately vested in 50% of the Non- Vested Units. For purposes of this Agreement, the terms “Cause,” “Good Reason,” “Date of Termination,” and “Change in Control” shall have the same meanings as set forth in the Employment Agreement.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Systemax Inc)

Vesting of Restricted Stock Units. The restrictions (a) Except as otherwise provided in this Agreement, or in the Plan, the Restricted Stock Units shall vest in ten equal annual installments of 10,000 units commencing on October 3, 2012 and conditions ending on October 3, 2021 (the “Vesting Dates”), which shall be cumulative, provided that the Recipient continues to be employed with the Company through and on the applicable Vesting Dates. Except as otherwise specifically provided herein there shall be no proportionate or partial vesting in Section 2 the periods prior to each Vesting Date, and all vesting shall occur only on the appropriate Vesting Date. Upon the termination of this Agreement shall lapse on up to one third (1/3) the Recipient’s employment, any unvested portion of the Restricted Stock Units following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference does not become vested pursuant to the Company’s audited financial statements for provisions hereof as a result of such Fiscal Yeartermination shall terminate and be null and void. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some Any portion of the Restricted Stock Units do not vest because the conditions of subject to this Agreement that is and has become vested pursuant to this Section 3 are not fully satisfied, then such unvested shall be referred to as “Vested Units,” and any portion of the Restricted Stock Units that is and has not yet become vested shall automatically and without notice terminate, be forfeited and become null and void, and neither referred to as the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock “Non-Vested Units.” (b) Notwithstanding any other term or provision of this Agreement, if the Recipient’s employment with the Company or its successor shall be terminated by the Company or its successor without Cause or by the Recipient for Good Reason within six (6) months following a Change of Control, the Recipient shall become immediately vested in all Non-Vested Units and shall become immediately entitled to a distribution of that number of shares of Common Stock of the Company that is represented by those Vested Units. (c) Notwithstanding any other term or provision of this Agreement: (i) if the Recipient’s employment with the Company is terminated without Cause or For Good Reason, then as of the Date of Termination the Recipient shall become immediately vested in all Non-Vested Units and shall become immediately entitled to a distribution of that number of shares of Common Stock of the Company that is represented by those Vested Units, and (ii) if the Recipient’s employment with the Company is terminated due to the Recipient’s disability or death, the Recipient or the Recipient’s estate or designated beneficiary(ies), whichever is applicable, shall become immediately vested in 50% of the Non- Vested Units. (d) For purposes of this Agreement, the terms “Cause,” “Good Reason,” “Change of Control”, “Date of Termination” and “Total Disability” shall have the same meanings as set forth in the Employment Agreement.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Systemax Inc)

Vesting of Restricted Stock Units. (a) The restrictions and conditions in Section 2 Restricted Stock Units granted pursuant to this Agreement are performance-based. The number of Restricted Stock Units subject to this Agreement shall lapse be determined based on up the Company’s actual two-year operating cash flow for fiscal years 2018 and 2019 as compared to one third an operating cash flow target (1/3the “Performance Target”) established by the Committee and with reference to a target grant amount of ______ Restricted Stock Units (the “Grant Target”). The number of Restricted Stock Units subject to this Agreement shall be determined as follows: ; provided, however, the number of Restricted Stock Units granted shall never exceed 250% of the Grant Target. Assuming no subsequent restatement or adjustment to the previously calculated financial results, the Restricted Stock Units shall vest according to the following schedule, if the Grantee continues to be employed by, or provide service to, the Company or any of its subsidiaries from the Date of Grant until the applicable vesting date: The vesting of the Restricted Stock Units following each shall be cumulative, but shall not exceed 100% of the Company’s three succeeding fiscal years commencing with Restricted Stock Units. If the fiscal year in which this Award was granted (eachforegoing schedule would produce fractional Units, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on become vested shall be rounded to the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less nearest whole Unit. (b) Without limiting the Company’s interest expense and capital expenditures for such Fiscal Yeargenerality of Section 6 below, by (y) if, in connection with a Change of Control, the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount Board determines that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do will be assumed or replaced by a successor and the Grantee's employment or service with the Company or any of its subsidiaries is subsequently terminated coincident with or within one year following a Change of Control (as defined below) either (i) by the Grantee for Good Reason (as defined below) or (ii) by the Company or its successor other than for Cause (as defined below), death or Disability (as defined below), the Restricted Stock Units, to the extent that they have not yet become fully vested as of the date of such employment or service termination, will immediately vest because as follows: (i) if the conditions Change of this Section 3 are not fully satisfiedControl occurs on or before December 31, then such unvested 2019 (i.e., the end of the two-year operating cash flow performance period) and the employment or service termination occurs on or before December 31, 2019, the Restricted Stock Units shall automatically will accelerate to vest at 100% of the Grant Target, (ii) if the Change of Control occurs on or before December 31, 2019 and without notice terminatethe employment or service termination occurs after December 31, be forfeited and become null and void2019, the Restricted Stock Units will accelerate to vest at the greater of the number earned based on the Company’s actual performance or 100% of the Grant Target, and neither (iii) if the Grantee nor Change of Control occurs after December 31, 2019, the Restricted Stock Units will accelerate to vest at the number earned based on the Company’s actual performance. As used herein, "Good Reason" means that, without the Grantee's consent, any of his the following has occurred: (i) a material diminution in the Grantee's authority, duties, responsibilities or her successorsjob title; (ii) a diminution in the Grantee's base salary; provided, heirshowever, assignsthat a diminution in total target compensation opportunity (including a diminution in target incentive compensation or a diminution in annual equity grants, in each case as compared to the corresponding amounts for the fiscal year that immediately precedes the fiscal year in which an event of Good Reason has occurred, as set forth in a notice to the chief executive officer of the Company pursuant to an employment agreement then in effect between the Company or personal representatives will thereafter have its successor and the Grantee, shall also constitute “Good Reason”; (iii) a relocation of the Company’s principal offices in Bedminster, New Jersey or of the Grantee’s principal office (if different), to a location that is not within the New York metropolitan area; or (iv) any further rights action or interests inaction by the Company or its successor that constitutes a material breach by the Company or its successor of its obligations under an employment agreement then in such forfeited Restricted Stock Unitseffect between the Company or its successor and the Grantee.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (GAIN Capital Holdings, Inc.)

Vesting of Restricted Stock Units. The restrictions and conditions Restricted Stock Units will become vested in accordance with this Section 2 of this Agreement shall lapse 2. (a) Restricted Stock Units will become vested in accordance with the following schedule, provided that on up each vesting date, the Grantee has, from the date hereof, continuously provided services to one third the Company: (1/3i) 25% of the Restricted Stock Units following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage first annual anniversary date of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing Effective Date; (xii) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some An additional 25% of the Restricted Stock Units do not will vest because on the conditions second annual anniversary date of this Section 3 are not fully satisfied, then such unvested the Effective Date; (iii) An additional 25% of the Restricted Stock Units will vest on the third annual anniversary date of the Effective Date; and (iv) The final 25% of the Restricted Stock Units will vest on the fourth annual anniversary date of the Effective Date. (b) If Xxxxxxx’s employment with the Company terminates as a result of death or by the Company due to Disability, the Restricted Stock Units that are unvested as of such termination of employment shall automatically become immediately vested. Xxxxxxxx, Xxxxxxx - 2021 Time Based Share Grant (c) If Xxxxxxx’s employment with the Company terminates on or within one year following a Change in Control for reasons other than (i) resignation without Good Reason or (ii) by the Company for Cause, then the Restricted Stock Units that are unvested as of such termination of employment shall become immediately vested. (d) Except as provided in this Agreement, by the Company’s Compensation Committee (the “Committee”) or in any other agreement between the Grantee and the Company or any of its Subsidiaries, upon cessation of the Grantee’s service with the Company for any reason or for no reason (and whether such cessation is initiated by the Company, the Grantee or otherwise): (i) any Restricted Stock Units that have not, prior to such cessation, become vested shall immediately and automatically, without notice terminateany action on the part of the Company, be forfeited and become null and voidforfeited, and neither (ii) the Grantee nor shall have no further rights with respect to those Restricted Stock Units (or the underlying shares of Common Stock). (e) For purposes of this Agreement, service with the Company shall be deemed to include service with any Subsidiary of the Company for only so long as such entity remains a Subsidiary. (f) For purposes of this Agreement, “Disability” means a mental or physical impairment of Grantee that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes Xxxxxxx to be unable to perform his or her successorsmaterial duties for the Company and to be engaged in any substantial gainful activity, heirsin each case as determined by the Company’s chief human resources officer or other person performing that function or, assignsin the case of directors and executive officers, or personal representatives will thereafter have the Committee, whose determination shall be conclusive and binding. The determination of Disability for purposes of this Agreement shall not be construed to be an admission of disability for any further rights or interests in such forfeited Restricted Stock Unitsother purpose.

Appears in 1 contract

Samples: Award Agreement for Time Based Restricted Stock Units (OneSpan Inc.)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3) specified percentage of the Restricted Stock Units following each subject to this Award, and not previously forfeited, shall vest, with such percentage considered satisfied to the extent such Restricted Stock Units have previously vested, as follows: (a) Upon Grantee remaining continuously employed by the Corporation, including Subsidiaries, through the specified anniversary of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted Date of Grant (each, each a “Fiscal Year”) on the date (the “Vesting Date”) on which ), with respect to the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number percentage of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholdsset forth next to such date: For purposes of vesting under this Section 2(a), if such employment terminates upon Retirement, which is defined as termination at a time when Grantee has attained age 55 and has at least five years of vesting service under the Duke Energy Retirement Cash Balance Plan or Cinergy Corp. Non-Union Employees’ Pension Plan, or under another retirement plan of the Corporation or Subsidiary which plan the Committee, or the delegatee, in its sole discretion, determines to be the functional equivalent of the Duke Energy Retirement Cash Balance Plan or Cinergy Corp. Non-Union Employees’ Pension Plan, then Grantee’s employment shall be considered to continue, with continued vesting under this Section 2(a), unless the Committee or its delegatee, in its sole discretion, determines that Grantee is in violation of any obligation identified in Section 3, in which case any such Restricted Stock Units not previously vested, or vested by application of the “Performance Measure” following sentence shall meanbe forfeited, for any Fiscal Yearor unless the Grantee dies, in which case the quotient obtained by dividing Restricted Stock Units subject to this Award shall vest in accordance with the following sentences. If such employment terminates (xi) as the difference between result of Grantee’s death or (aii) as the Companyresult of Grantee’s earnings before interest, taxes, depreciation permanent and amortization (EBITDA) for such Fiscal Year, less (b) total disability within the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number meaning of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock methodCode Section 22(e)(3), all Restricted Stock Units subject to this Award, which units have not previously been forfeited or vested, immediately shall become fully vested. If such employment terminates (i) as the result of termination of such employment by the Corporation, or employing Subsidiary, other than for cause, as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review or its delegatee or (ii) as the Company’s audited financial statements promptly after their preparation each year to determine direct and sole result, as determined by the percentage Committee or its delegatee, in its sole discretion, of the Performance Measure target amount divestiture of assets, a business or a company, by the Corporation or a Subsidiary, the Restricted Stock Units subject to this Award shall vest at such vesting percentage determined by the Committee or its delegatee, in its sole discretion, by prorating from the above schedule to reflect only that portion of the period beginning on the Date of Grant and ending with the third (3rd) anniversary of the Date of Grant during which such employment continued while Grantee was achieved for purposes entitled to payment of this Section 3salary, and any such Restricted Stock Units not then or previously vested shall be forfeited. If on any Vesting Date all or some Unless the Grantee’s right to receive payment of the Restricted Stock Units do not vest because constitutes a “deferral of compensation” within the conditions meaning of Section 409A of the Code, in the event that at a time when vesting would otherwise occur under this Section 3 are 2(a) Grantee is on an employer-approved, personal leave of absence, then, unless prohibited by law, vesting shall be postponed and shall not fully satisfiedoccur unless and until Grantee returns to active service in accordance with the terms of the approved personal leave of absence and before January 14 of the calendar year immediately following the calendar year in which the leave commenced. In the event Grantee does not return to active service from such leave of absence prior to January 14 of the calendar year immediately following the calendar year in which the leave commenced, then such unvested any Restricted Stock Units covered by this Award that were not vested as of the commencement of such leave shall automatically be immediately forfeited (as if Grantee terminated employment for purposes of Section 4 hereof). (b) 100%, if, following the occurrence of a Change in Control and without notice terminatebefore the second anniversary of such occurrence, be forfeited and become null and voidsuch employment is terminated involuntarily, and neither not for cause, by the Grantee nor any of his or her successors, heirs, assignsCorporation, or personal representatives will thereafter have any further rights employing Subsidiary, as determined by the Committee or interests its delegatee in such forfeited Restricted Stock Unitsits sole discretion.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Duke Energy CORP)

Vesting of Restricted Stock Units. The restrictions and conditions Subject to any accelerated vesting provisions in Section 2 of this Agreement shall lapse on up to one third the Plan, the Restricted Stock Units will vest as follows: Twenty percent (1/320%) of the Restricted Stock Units following will vest on each anniversary of the Company’s three succeeding fiscal years commencing with Vesting Commencement Date, subject to Participant continuing to be an Employee through such dates, and satisfying the fiscal year in which this Award was granted Full-Time Employment Requirement for an Eligible Vesting Year. Restricted Stock Units will not vest during any Eligible Vesting Year if for six months or more during such Eligible Vesting Year (eachi) Participant is on a Nonstatutory Leave of Absence, and/or (ii) Participant is not a Full-Time Employee ((i) and (ii), individually and collectively, being referred to as the Fiscal YearFull-Time Employment Requirement) on ). In the date event that no Restricted Stock Units vest during an Eligible Vesting Year for failure to satisfy the Full-Time Employment Requirement (the “Forgone Annual Units”), then the Forgone Annual Units that fail to so vest will be eligible to vest in a subsequent Eligible Vesting Date”) on Year during which the Committee makes a determination Full-Time Employment Requirement is satisfied; provided, however, that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for no more than one Eligible Vesting Year’s worth of Forgone Annual Units will be able to vest in any such Fiscal subsequent Eligible Vesting Year; provided, provided further, that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of any Restricted Stock Units that will fail to vest on a particular hereunder by the fifteenth (15th) anniversary of the Vesting Commencement Date will depend on not be eligible to vest thereafter and will automatically be forfeited at no cost to the percentage Company and the Participant will have no further rights with respect thereto. For these purposes, an “Eligible Vesting Year” means the period between May 1 through the following April 30 of each year from the Vesting Commencement Date through the fifteenth (15th) anniversary of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock UnitsCommencement Date.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (National Instruments Corp /De/)

Vesting of Restricted Stock Units. The Subject to Paragraphs 4 and 5 below, the restrictions and conditions in Section of Paragraph 2 of this Agreement shall lapse on up the vesting date or dates specified in the following schedule so long as the Grantee remains an employee of the Company 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 one third the number of Restricted Stock Units specified as vested on such date. Vesting of the Restricted Stock Units issued pursuant to this Award will be triggered with respect to the number of Restricted Stock Units set forth on Exhibit A attached hereto upon (1/3A) the Stock attaining certain price levels as set forth on Exhibit A based on the average closing price of the Stock on NASDAQ (or such other exchange or trading market as may be applicable from time to time) over any ten consecutive trading date period (each a “Stock Price Vesting Target”) and/or (B) the good faith determination by the Board of Directors of the Company or its executive committee that the Company has secured firm and commercially reasonable contracts representing $25 million of annual revenue and has established the supply chain needed to perform under such contracts (the “Revenue Vesting Target”). Once vesting of a specified number of Restricted Stock Units issued pursuant to this Award has been triggered by attaining a Stock Price Vesting Target or the Revenue Vesting Target, then twenty-five percent (25%) of the Restricted Stock Units following each triggered for vesting shall vest on the first anniversary of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted date such Restricted Stock Units were triggered for vesting (eacheach such date, a “Fiscal Year”) on the date (the “Vesting Trigger Date”), twenty-five percent (25%) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not triggered for vesting shall vest because on the conditions second anniversary of this Section 3 are not fully satisfied, then such unvested the Vesting Trigger Date and the remaining 50% of the Restricted Stock Units triggered for vesting shall automatically and without notice terminatevest on the third anniversary of the Vesting Trigger Date. To the extent vesting of the Restricted Stock Units issued pursuant to this Award has not been triggered by January 2, 2016, they will be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock UnitsUnits will not vest under any circumstances. The Committee may at any time accelerate the vesting schedule specified in this Paragraph 3.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Metabolix, Inc.)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 (a) For the purposes of this Agreement shall lapse on up to one third (1/3) of the Agreement, a Restricted Stock Units following each of the Company’s three succeeding fiscal years commencing Unit "vests" or becomes "vested" in accordance with the fiscal year in which this Award was granted (each, a “Fiscal Year”Section 6(b) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Any Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all have not yet vested are referred to herein as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited "unvested" Restricted Stock Units. (b) Subject to Section 11(b) below, Restricted Stock Units will vest pursuant to the schedule set forth in clause (i) below and upon satisfaction of clause (ii) below. (i) The Restricted Stock Units will vest in twenty-five percent (25%) increments based upon the extent to which the Company has repaid the aggregate financial assistance received by the Company under the Troubled Asset Relief Program under the Emergency Economic Stabilization Act of 2008, as amended (the "TARP Assistance"), as such repayment is defined by the TARP Restrictions, as follows: (ii) In addition to Section 6(b)(i) above but subject to Section 11(b) below, to the extent required pursuant to the Interim Final Rule published by the U.S. Department of the Treasury on June 15, 2009, as amended, any other rules and regulations that are applicable to the Company pursuant to its participation in the TARP, as they may be promulgated and/or amended from time to time, and any other compensation limitations that may become applicable to Executive pursuant to laws or other rules, regulations or written guidance issued pursuant to the authority of the Federal Reserve Board, the Federal Deposit Insurance Corporation or other applicable federal or state regulatory agency, that are applicable to the Company as a result of the Company's receipt of TARP Assistance (collectively, and as the foregoing may be promulgated or amended from time to time, the "TARP Restrictions"), no Restricted Stock Unit will vest if Executive does not continue to perform substantial services to the Company for at least two (2) years after the Grant Date; provided, however, that the foregoing requirement will not apply if, prior to the second anniversary of the Grant Date, Executive ceases to provide substantial services to the Company due to Executive's death or disability, or a change in control event (as defined in 26 CFR 1.280G-1, Q&A-27 through 29 or as defined in 26 CFR 1.409A-3(i)(5)(i)) with respect to the Company. Upon any such separation from service for death or disability or upon such a change in control event, Executive shall be vested in any Restricted Stock Units that would have been vested as of such date under the schedule set forth in Section 6(b)(i) above, and Executive shall forfeit any Restricted Stock Units that were unvested as of such date under the schedule set forth in Section 6(b)(i) above.

Appears in 1 contract

Samples: Restricted Stock Unit Grant Agreement (Independent Bank Corp /Mi/)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of Paragraph 1 of this Agreement shall lapse on up to one third (1/3) of the Restricted Stock Units Vesting Date or Dates specified in the following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (schedule so long as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Date. The actual Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Stock Units that will vest specified as vested on a particular such date. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. Notwithstanding the foregoing, the Grantee shall become vested in the Restricted Stock Units prior to the Vesting Date will depend in the following circumstances: (a) In the case of and subject to the consummation of a Sale Event, provided that the Grantee remains an employee of the Company or a Subsidiary through the date of such Sale Event, any Restricted Stock Units that have not vested and have not previously been forfeited shall become fully vested as of immediately prior to the effective time of the Sale Event. (b) In the event of the Grantee’s death, provided that the Grantee was an employee of the Company or a Subsidiary immediately prior to the date of the Grantee’s death, any Restricted Stock Units that have not vested and have not previously been forfeited shall become fully vested on the percentage date of the Performance Measure target amount Optionee’s death. (c) Upon the Company achieved for Grantee’s termination due to Retirement prior to the previous Fiscal Year based on Vesting Date, the following percentage thresholds: Grantee shall become fully vested in a number of his Restricted Stock Units determined by multiplying the number of Restricted Stock Units credited to the Grantee by a fraction, the numerator of which shall be the number of full months from the Grant Date to the date of the Grantee’s Retirement and the denominator of which shall be #VestingMonths#. For purposes of this Section 3Award, the Performance MeasureRetirement” shall mean, for any Fiscal Year, mean the quotient obtained by dividing (x) Grantee’s termination of employment with the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number Company or a Subsidiary after attaining age 65 or after attaining age 55 with at least ten years of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Unitsservice.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Washington Trust Bancorp Inc)

Vesting of Restricted Stock Units. The restrictions and conditions Restricted Stock Units will become vested in accordance with this Section 2 of this Agreement shall lapse 2. (a) Restricted Stock Units will become vested in accordance with the following schedule, provided that on up each vesting date, the Grantee has, from the date hereof, continuously provided services to one third the Company: (1/3i) 16.67% of the Restricted Stock Units following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage six month anniversary date of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing Effective Date; (xii) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some An additional 16.67% of the Restricted Stock Units do not will vest because on the conditions first annual anniversary date of this Section 3 are not fully satisfied, then such unvested the Effective Date; (iii) An additional 16.67% of the Restricted Stock Units will vest on the eighteen month anniversary date of the Effective Date; (iv) An additional 16.67% of the Restricted Stock Units will vest on the second annual anniversary date of the Effective Date; (v) An additional 16.67% of the Restricted Stock Units will vest on the thirty month anniversary date of the Effective Date; and Xxxxxxxx, Xxxxxxx - Time Based Share Grant (vi) The final 16.67% of the Awarded Shares will vest on the third annual anniversary date of the Effective Date. (b) If Xxxxxxx’s employment with the Company terminates as a result of death or by the Company due to Disability, the Restricted Stock Units that are unvested as of such termination of employment shall automatically become immediately vested. (c) If Xxxxxxx’s employment with the Company terminates on or within one year following a Change in Control for reasons other than (i) resignation without Good Reason or (ii) by the Company for Cause, then the Restricted Stock Units that are unvested as of such termination of employment shall become immediately vested. (d) Except as provided in this Agreement, by the Company’s Compensation Committee (the “Committee”) or in any other agreement between the Grantee and the Company or any of its Subsidiaries, upon cessation of the Grantee’s service with the Company for any reason or for no reason (and whether such cessation is initiated by the Company, the Grantee or otherwise): (i) any Restricted Stock Units that have not, prior to such cessation, become vested shall immediately and automatically, without notice terminateany action on the part of the Company, be forfeited and become null and voidforfeited, and neither (ii) the Grantee nor shall have no further rights with respect to those Restricted Stock Units (or the underlying shares of Common Stock). (e) For purposes of this Agreement, service with the Company shall be deemed to include service with any Subsidiary of the Company for only so long as such entity remains a Subsidiary. (f) For purposes of this Agreement, “Disability” means a mental or physical impairment of Grantee that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes Xxxxxxx to be unable to perform his or her successorsmaterial duties for the Company and to be engaged in any substantial gainful activity, heirsin each case as determined by the Company’s chief human resources officer or other person performing that function or, assignsin the case of directors and executive officers, or personal representatives will thereafter have the Committee, whose determination shall be conclusive and binding. The determination of Disability for purposes of this Agreement shall not be construed to be an admission of disability for any further rights or interests in such forfeited Restricted Stock Unitsother purpose.

Appears in 1 contract

Samples: Award Agreement for Time Based Restricted Stock Units (OneSpan Inc.)

Vesting of Restricted Stock Units. Subject to Section 3 and 6 below, the Restricted Stock Units shall vest as follows: (a) The restrictions and conditions Restricted Stock Units shall vest in equal installments on each vesting date set forth above (each a "Vesting Date") (subject to rounding conventions adopted by the Corporation from time to time; provided that in no event will the total Shares issued exceed the total units granted under the Award), provided that Grantee shall have remained in the continuous employ of the Corporation or a Subsidiary through the applicable Vesting Date. (b) Notwithstanding Section 2(a), the Restricted Stock Units that have not yet vested under this Section 2 shall immediately vest if, prior to the applicable Vesting Date: (i) Grantee ceases to be employed with the Corporation and its Subsidiaries by reason of this Agreement shall lapse death or Disability (defined by reference Section 22(e)(3) of the Code), or (ii) a Change in Control occurs and the Corporation and its Subsidiaries terminate Grantee's employment other than for cause (as determined by the Corporation in its sole discretion), or Grantee's employment terminates under circumstances that entitle Grantee to severance benefits under an employment or change in control agreement with the Corporation or a Subsidiary, or a severance plan maintained by the Corporation or a Subsidiary, as applicable, in each case within the two-year period commencing on up to one third the Change in Control. (1/3c) Notwithstanding Sections 2(a) or 2(b), a pro-rated portion of the Restricted Stock Units following each that has not yet vested under this Section 2 shall immediately vest if, prior to the applicable Vesting Date (and other than as provided in Section 2(b)(ii) above): (i) the Corporation and its Subsidiaries terminate Grantee's employment other than for cause, death or Disability, including as a result of the Company’s three succeeding fiscal years commencing divestiture of assets, a business or a company by the Corporation or a Subsidiary, or (ii) Grantee voluntarily terminates employment with the fiscal year in which this Award was granted (eachCorporation and its Subsidiaries after having attained age 55 and completed 10 years of consecutive service from Grantee's most recent date of hire or re-hire, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure as applicable (as defined below) target amount determined under such rules as may be established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting DateCorporation from time-to-time) ("Retirement"). The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some pro-rated portion of the Restricted Stock Units do not vest because that becomes vested under this Section 2(c), if any, shall be determined by the conditions Committee or its delegate, in its sole discretion, based upon Grantee's continuous employment with the Corporation and its Subsidiaries from the Date of Grant through the date of termination of employment (including additional service credit provided to Grantee, if any, under an employment agreement with the Corporation or a Subsidiary, or a severance plan maintained by the Corporation or a Subsidiary, as applicable). (d) For purposes of Section 2 of this Section 3 are Agreement, the continuous employment of Grantee with the Corporation and its Subsidiaries shall not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and voiddeemed to have been interrupted, and neither Grantee shall not be deemed to have ceased to be an employee, by reason of the Grantee nor any transfer of his or her successorsemployment among the Corporation and its Subsidiaries or a leave of absence approved by the Corporation or a Subsidiary; provided that, heirsto the extent permitted under applicable law, assignsthe Corporation shall pro-rate the vesting of Restricted Share Units in the event Grantee is on an approved but unpaid leave of absence, or personal representatives will thereafter have any further rights or interests in based upon the portion of the applicable vesting period during which Grantee received payment of salary (as determined under such forfeited Restricted Stock Unitsrules as may be established by the Corporation from time-to-time).

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Progress Energy Inc)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of Paragraph 1 of this Agreement shall lapse on up to one third (1/3) of the Restricted Stock Units following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date #VestDate_1# (the “Vesting Date”) on which so long as the Committee makes Grantee is then, and since the Grant Date has continuously been, an active member of the Board. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. Notwithstanding the foregoing, the Grantee shall become vested in the Restricted Stock Units prior to the Vesting Date in the following circumstances: (a) In the case of, and subject to, the consummation of a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal YearSale Event, provided that the Grantee is an employee remains in service as a member of the Company or Board through the date of such Sale Event, any Restricted Stock Units that have not vested and have not previously been forfeited shall become fully vested as of immediately prior to the effective time of the Sale Event. (b) In the event of the Grantee’s death, provided that the Grantee was in service as a Subsidiary member of the Board immediately prior to the date of the Grantee’s death, any Restricted Stock Units that have not vested and have not previously been forfeited shall become fully vested on such Vesting Date. The actual the date of the Grantee’s death. (c) In the event of the Grantee’s Permanent Disability, provided that the Grantee was in service as a member of the Board immediately prior to the date of the Grantee’s Permanent Disability, the Grantee shall become fully vested in a number of his Restricted Stock Units determined by multiplying the number of Restricted Stock Units that will vest on credited to the Grantee by a particular Vesting fraction, the numerator of which shall be the number of full months from the Grant Date will depend on to the percentage date of the Performance Measure target amount Grantee’s Permanent Disability and the Company achieved for the previous Fiscal Year based on the following percentage thresholds: denominator of which shall be #VestingMonths#. For purposes of this Section 3Award, the Performance MeasurePermanent Disability” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount mean that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor is unable to engage in any substantial gainful activity by reason of his any medically determinable physical or her successors, heirs, assigns, mental impairment that can be expected to result in death or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Unitscan be expected to last for a continuous period of not less than 12 months.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Washington Trust Bancorp Inc)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3) specified percentage of the Restricted Stock Units following subject to this Award, and not previously forfeited, shall vest, with such percentage considered satisfied to the extent such Restricted Stock Units have previously vested, as follows: (a) Upon Grantee remaining continuously employed by the Corporation, including Subsidiaries, through [ ] (each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”), the percentage of Restricted Stock Units set forth next to such date shall become vested: (b) on If such employment terminates (i) as the result of Grantee’s death or (ii) as the result of Grantee’s permanent and total disability within the meaning of Section 22(e)(3) of the Code, all Restricted Stock Units subject to this Award, which units have not previously been forfeited or vested, immediately shall become fully vested, unless the Committee makes a determination or its delegate, in its sole discretion, determines that the Company has achieved the Performance Measure Grantee is in violation of any obligation identified in Section 3, in which case any Restricted Stock Units not previously vested shall be forfeited. (c) If such employment terminates: (i) upon Retirement (as defined below), (ii) target amount established as the result of termination of such employment by the Corporation, or employing Subsidiary, other than for cause, as determined by the Committee for such Fiscal Yearor its delegate, provided or (iii) as the direct and sole result, as determined by the Committee or its delegate, in its sole discretion, of the divestiture of assets, a business or a company by the Corporation or a Subsidiary, then, unless the Committee or its delegate, in its sole discretion, determines that the Grantee is an employee in violation of the Company or a Subsidiary on such Vesting Date. The actual number of any obligation identified in Section 3, in which case any Restricted Stock Units not previously vested shall be forfeited, the Restricted Stock Units subject to this Award shall vest at such vesting percentage determined by the Committee or its delegate, in its sole discretion, by prorating from the above schedule to reflect only that will vest on a particular Vesting Date will depend portion of the period beginning on the percentage Date of Grant and ending with the [ ] anniversary of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: Date of Grant during which such employment continued while Grantee was entitled to payment of salary, and any such Restricted Stock Units not then or previously vested shall be forfeited. For purposes of this Section 3Agreement, the Performance MeasureRetirement” shall mean, for any Fiscal Year, the quotient obtained by dividing mean [ ]. (xd) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some 100% of the Restricted Stock Units do shall become vested, if, following the occurrence of a Change in Control and before the [ ] anniversary of such occurrence, such employment is terminated involuntarily, and not vest because for cause, by the conditions Corporation, or employing Subsidiary, as determined by the Committee or its delegate in its sole discretion. (e) Unless the Grantee’s right to receive payment of this Section 3 are not fully satisfied, then such unvested the Restricted Stock Units constitutes a “deferral of compensation” within the meaning of Section 409A of the Code, in the event that at a time when vesting would otherwise occur under Section 2(a), 2(b) or 2(c) Grantee is on an employer-approved, personal leave of absence, then, unless prohibited by law, vesting shall automatically be postponed and without notice terminateshall not occur unless and until Grantee returns to active service in accordance with the terms of the approved personal leave of absence and before January 14 of the calendar year immediately following the calendar year in which the leave commenced. In the event Grantee does not return to active service from such leave of absence prior to January 14 of the calendar year immediately following the calendar year in which the leave commenced, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock UnitsUnits covered by this Award that were not vested as of the commencement of such leave shall be immediately forfeited (as if Grantee terminated employment for purposes of Section 4 hereof).

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Duke Energy CORP)

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Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3a) of Except as otherwise provided herein, the Restricted Stock Units following each will become nonforfeitable and payable to Participant pursuant to Section 5 hereof on the third anniversary of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date Grant Date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year), provided that the Grantee is an employee of conditioned upon Participant’s continuous employment with the Company or a Subsidiary on such through the Vesting Date. The actual Any Restricted Stock Units that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) below, if Participant ceases to be continuously employed by Corporation or a Subsidiary prior to the Vesting Date. For purposes of this Agreement, “continuously employed” means the absence of any interruption or termination of Participant’s employment with Corporation or with a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by Corporation or in the case of transfers between locations of Corporation and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the Restricted Stock Units will become nonforfeitable and payable to Participant pursuant to Section 5 hereof upon the occurrence of a Change of Control if the Restricted Stock Units have not previously been forfeited or become nonforfeitable. (c) Notwithstanding Section 4(a) above, if Participant dies or becomes Disabled during the period commencing on the Grant Date and ending on the Vesting Date, then, if the Restricted Stock Units have not previously become nonforfeitable or been forfeited, then a number of Restricted Stock Units that will vest on a particular Vesting Date will depend on shall become nonforfeitable upon such death or Disability and result in payment, at the percentage of the Performance Measure target time described in Section 5, in an amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference equal to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage product of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of (i) the Restricted Stock Units do not vest because that would have resulted in payment in accordance with the conditions terms of this Section 3 are not fully satisfied4 if Participant had remained in the continuous employ of Corporation or a Subsidiary from the Grant Date until the Vesting Date, then multiplied by (ii) a fraction (in no case greater than 1), the numerator of which is the number of whole months from the Grant Date through the date of such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and voiddeath or Disability, and neither the Grantee nor any denominator of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Unitswhich is 36.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Louisiana-Pacific Corp)

Vesting of Restricted Stock Units. The restrictions Restricted Stock Units will become vested in accordance with this Section 2. (a) Restricted Stock Units will become vested in accordance with the vesting schedule set forth on Exhibit A hereto, provided that on each vesting date, the Grantee has, from the date hereof or as otherwise provided for herein, continuously provided services to the Company. ​ (b) If the Grantee’s employment with the Company terminates as a result of death or by the Company due to Disability and, in the case of termination due to Disability, subject to the Grantee executing the Company’s standard release of claims which becomes effective in accordance with its terms within 60 days following such termination of employment, the Restricted Stock Units that are unvested as of such termination of ​ ​ employment shall become immediately vested. ​ (c) If, on or within 18 months following a Change in Control, either (x) the Grantee’s employment is terminated by the Company other than for Cause or (y) the Grantee resigns from employment with the Company for Good Reason, and conditions subject to the Grantee executing the Company’s standard release of claims which becomes effective in Section 2 accordance with its terms within 60 days following such termination of employment, then the Restricted Stock Units that are unvested as of such termination of employment shall become immediately vested. (d) Except as provided in this Agreement or in any other agreement between the Grantee and the Company or any of its Subsidiaries that is in effect as of the Effective Date, upon cessation of the Grantee’s service with the Company for any reason or for no reason (and whether such cessation is initiated by the Company, the Grantee or otherwise): (i) any Restricted Stock Units that have not, prior to such cessation, become vested shall immediately and automatically, without any action on the part of the Company or the Grantee, be forfeited, and (ii) the Grantee shall have no further rights with respect to those Restricted Stock Units (or the underlying shares of Common Stock). (e) For purposes of this Agreement, service with the Company shall be deemed to include service with any Subsidiary of the Company for only so long as such entity remains a Subsidiary. ​ (f) For purposes of this Agreement, “Disability” means a mental or physical impairment of the Grantee that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Grantee to be unable to perform his or her material duties for the Company and to be engaged in any substantial gainful activity, in each case as determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Compensation Committee of the Company’s Board of Directors (the “Committee”), whose determination shall be conclusive and binding. The determination of Disability for purposes of this Agreement shall lapse on up not be construed to one third (1/3) be an admission of the Restricted Stock Units following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, disability for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Yearother purpose. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Units.

Appears in 1 contract

Samples: Award Agreement for Time Based Restricted Stock Units (OneSpan Inc.)

Vesting of Restricted Stock Units. The restrictions and conditions Provided that the Grantee has continuously served as a member of the Board from the Date of Grant through the vesting date described in Section 2 of this Agreement shall lapse on up to one third (1/3) of sentence, the Restricted Stock Units following each shall vest on ; provided, however, that 100% of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically immediately vest on the earlier of (i) the date upon which a Qualifying Change in Control occurs if such event occurs prior to the date of the Grantee’s “separation from service” (as defined under Section 409A of the Code (“Separation from Service”)), (ii) the date of the Grantee’s death if such event occurs while Xxxxxxx is serving as a member of the Board, or (iii) the date of the Grantee’s Separation from Service by reason of disability (as determined by the Committee). The date described in the preceding sentence upon which Restricted Stock Units vest is referred to herein as the “Vesting Date.” As used herein, the term “Qualifying Change in Control” means a Change in Control, but excluding any event that would otherwise constitute a Change in Control and without notice terminate, that relates solely to any acquisition of securities of the Company by a stockholder of the Company that owns 20% or more of either the Outstanding Stock or the Outstanding Company Voting Securities as of the Date of Grant (or by such a stockholder and/or one or more of its affiliates). Any Restricted Stock Units that do not become vested in accordance with the preceding provisions of this Section 3 shall be forfeited and become null and voidsurrendered to CRC for no consideration as of the date of the Grantee’s Separation from Service. In addition, and neither if the Grantee nor incurs a Separation from Service for cause (as determined by the Board), then, notwithstanding any provision herein to the contrary, all of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited the Grantee’s Restricted Stock UnitsUnits which have not yet been paid pursuant to Section 4 (whether vested or unvested) shall be forfeited and surrendered to CRC for no consideration as of the date of the Grantee’s Separation from Service.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (California Resources Corp)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of Paragraph 1 of this Agreement shall lapse on up and the relevant portion of this Award shall vest as to one third (1/3i) as to 50% of the Restricted Stock Units following each immediately upon the determination of the Board or the Compensation Committee of the Board (the “Committee”) that the sum of (x) the Company’s three succeeding fiscal years commencing with Revenue Growth Rate plus (y) the fiscal year in which this Award was granted (each, Company’s Adjusted EBITDA Margin on a “Fiscal Year”) on the date Quarterly Calculation Date for a Measurement Period equals or exceeds 30% (the “Vesting DateRule of 30), and (ii) as to the remaining 50% of the Restricted Stock Units on which the one year anniversary of the date the Board or the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, determination; provided that the Grantee is remains an employee the Company or a Subsidiary through the applicable vesting date as set forth herein. If the Board or the Committee determines that the Rule of 30 equals at least 20% but less than 30% on a Quarterly Calculation Date, then (i) 25% of the Restricted Stock Units shall immediately vest on the date of such determination, and (ii) 25% of the Restricted Stock Units shall vest on the one year anniversary of the date of such determination; provided that the Grantee remains an employee the Company or a Subsidiary through the applicable vesting date as set forth herein. In such case, the remaining 50% of Restricted Stock Units shall only vest if the Board or the Committee determines that the Rule of 30 equals at least 30% on a subsequent Quarterly Calculation Date during the Performance Period, at which point an additional 25% of the Restricted Stock Units will immediately vest (such date, the “Subsequent Vesting Date”), and the remaining 25% of the Restricted Stock Units will vest on the one year anniversary of the Subsequent Vesting Date; provided that the Grantee remains an employee of the Company or a Subsidiary on such Vesting Datethrough the applicable vesting date as set forth herein. The actual number Board or the Committee shall calculate the Rule of Restricted Stock Units that will vest on a particular Vesting 30 following each Quarterly Calculation Date will depend on in the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year Measurement Period based on the following percentage thresholds: Company’s quarterly or annual financial statements filed on a Form 10-Q or Form 10-K, as applicable. For purposes the avoidance of this Section 3doubt, if the “Performance Measure” shall mean, Board or the Committee determines as of the final Quarterly Calculation Date that the Rule of 30 does not equal at least 20% for any Fiscal Year, Measurement Period during the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock methodPerformance Period, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, terminate and be forfeited and become null and voidas of the final Quarterly Calculation Date in the Performance Period, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited unvested Restricted Stock Units.. The Board or Committee shall make the foregoing determinations of whether or not the performance goals have been attained no later than five (5) business days following (i) the actual filing date of the applicable Form 10-Q or Form 10-K or (ii) in the event that the Company does not timely file the applicable Form 10-Q or Form 10-K for reasons unrelated to the preparation of the Company’s financial statements, the due date for the applicable Form 10-Q or Form 10-K. Notwithstanding the foregoing, (i) in the event that the Grantee’s employment is terminated by the Company without Cause (as defined in the Employment Agreement between the Company and the Grantee, dated [ ], 2018 (the “Employment Agreement”)) or the Grantee terminates his employment for Good Reason (as defined in the Employment Agreement), the vesting of this Award shall be subject to acceleration as set forth in Section 4(b)(ii) of the Employment Agreement and (ii) in the event of a Change in Control, the vesting of this Award shall be subject to acceleration as set forth in Section 5 of the Employment Agreement. In addition, the Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. For purposes of this Agreement, the following terms shall have the meanings set forth below:

Appears in 1 contract

Samples: Performance Based Restricted Stock Unit Award Agreement (Brightcove Inc)

Vesting of Restricted Stock Units. The restrictions and conditions Restricted Stock Units specified in Section 2 1 of this Agreement shall lapse vest as follows: (a) On each of December 17, 2012, December 17, 2013 and July 10, 2015, a number of Restricted Stock Units equal to thirty-three and one-third percent (33-1/3%) multiplied by the number of Restricted Stock Units specified in Section 1 of this Agreement shall become nonforfeitable on up to one third (1/3) a cumulative basis until 100% of the Restricted Stock Units following each specified in Section 1 of this Agreement have become nonforfeitable. Each such date listed above shall be a settlement date under this Agreement. (b) In the event a Change in Control occurs prior to all of the Company’s three succeeding fiscal years commencing with the fiscal year Restricted Stock Units specified in which Section 1 of this Award was granted (each, a “Fiscal Year”Agreement becoming nonforfeitable as provided in Section 3(a) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the above and while Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of any Subsidiary, the Restricted Stock Units that will vest on a particular Vesting Date will depend on covered by this Agreement shall become nonforfeitable if, in connection with such Change in Control, the percentage successor corporation does not assume the obligations of the Performance Measure target amount Company under this Agreement or provide Grantee with a substitute award with rights equivalent to the rights provided under this Agreement. Subject to the following sentence, if the obligations of the Company achieved for under this Agreement remain unchanged or the previous Fiscal Year based on successor corporation assumes the following percentage thresholds: For purposes obligations of the Company under this Agreement or provides Grantee with a substitute award with rights equivalent to the rights provided under this Agreement, then no such acceleration shall apply and the terms of this Section 3Agreement shall apply to the assumed or substitute award, except as may otherwise be provided in a written agreement between Grantee and the “Performance Measure” shall meanCompany. Notwithstanding the foregoing, for any Fiscal Yearif, the quotient obtained by dividing following a Change in Control, (xi) the difference between (a) obligations of the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) Company under this Agreement remain unchanged or the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) successor corporation assumes the weighted average number obligations of shares of Stock outstanding for such Fiscal Year determined on the Company under this Agreement or provides Grantee with a diluted basis using the treasury stock method, all as determined by reference substitute award with rights equivalent to the Company’s audited financial statements for such Fiscal Year. The Committee shall review rights provided under this Agreement and (ii) after the Company’s audited financial statements promptly after their preparation each year Change in Control, but prior to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions specified in Section 1 of this Section 3 are not fully satisfiedAgreement becoming nonforfeitable, the Company or any successor corporation or any subsidiary of either terminates Grantee’s employment without Cause or Grantee terminates his or her employment for Good Reason, then such unvested the Restricted Stock Units covered by this Agreement or any substitute award shall automatically and without notice terminatebecome nonforfeitable upon such termination of employment. As used in this Agreement, the following terms shall be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Units.defined as follows:

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Georgia Gulf Corp /De/)

Vesting of Restricted Stock Units. The restrictions and conditions Restricted Stock Units specified in Section 2 1 of this Agreement shall lapse vest as follows: (a) On each of the first three (3) anniversaries of the Date of Grant, a number of Restricted Stock Units equal to thirty-three and one-third percent (33-1/3%) multiplied by the number of Restricted Stock Units specified in Section 1 of this Agreement shall become nonforfeitable on up to one third (1/3) a cumulative basis until 100% of the Restricted Stock Units following each specified in Section 1 of this Agreement have become nonforfeitable. Each such anniversary date shall be a settlement date under this Agreement. (b) In the event a Change in Control occurs prior to all of the Company’s three succeeding fiscal years commencing with the fiscal year Restricted Stock Units specified in which Section 1 of this Award was granted (each, a “Fiscal Year”Agreement becoming nonforfeitable as provided in Section 3(a) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the above and while Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of any Subsidiary, the Restricted Stock Units that will vest on a particular Vesting Date will depend on covered by this Agreement shall become nonforfeitable if, in connection with such Change in Control, the percentage successor corporation does not assume the obligations of the Performance Measure target amount Company under this Agreement or provide Grantee with a substitute award with rights equivalent to the rights provided under this Agreement. Subject to the following sentence, if the obligations of the Company achieved for under this Agreement remain unchanged or the previous Fiscal Year based on successor corporation assumes the following percentage thresholds: For purposes obligations of the Company under this Agreement or provides Grantee with a substitute award with rights equivalent to the rights provided under this Agreement, then no such acceleration shall apply and the terms of this Section 3Agreement shall apply to the assumed or substitute award, except as may otherwise be provided in a written agreement between Grantee and the “Performance Measure” shall meanCompany. Notwithstanding the foregoing, for any Fiscal Yearif, the quotient obtained by dividing following a Change in Control, (xi) the difference between (a) obligations of the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) Company under this Agreement remain unchanged or the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) successor corporation assumes the weighted average number obligations of shares of Stock outstanding for such Fiscal Year determined on the Company under this Agreement or provides Grantee with a diluted basis using the treasury stock method, all as determined by reference substitute award with rights equivalent to the Company’s audited financial statements for such Fiscal Year. The Committee shall review rights provided under this Agreement and (ii) after the Company’s audited financial statements promptly after their preparation each year Change in Control, but prior to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions specified in Section 1 of this Section 3 are not fully satisfiedAgreement becoming nonforfeitable, the Company or any successor corporation or any subsidiary of either terminates Grantee’s employment without Cause or Grantee terminates his employment for Good Reason, then such unvested the Restricted Stock Units covered by this Agreement or any substitute award shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any nonforfeitable upon such termination of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Unitsemployment.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Axiall Corp/De/)

Vesting of Restricted Stock Units. The restrictions (a) So long as your Service continues, the Restricted Stock Units shall vest in accordance with the following schedule (each date specified being a “Vesting Date”): (i) 10,000 Restricted Stock Units shall vest at such time as the trailing average closing price of the Common Stock of the Company during any thirty (30) consecutive days during the period beginning on September 2, 2014 and conditions in Section 2 ending on September 2, 2017 (the “Performance Period”) has been at least equal to eight (8) dollars. (ii) 10,000 Restricted Stock Units shall vest at such time as the trailing average closing price of this Agreement shall lapse on up the Common Stock of the Company during any thirty (30) consecutive days during the Performance Period has been at least equal to one third ten (1/310) dollars. (b) If all of the Restricted Stock Units following each referred to in subsections (a)(i)-(ii), above do not vest in accordance with such subsections, all of such Restricted Stock Units that do not vest as of September 2, 2017 shall be immediately forfeited without consideration. Notwithstanding the foregoing, and subject to the provisions of Section 9(b)(4) of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted Employment Agreement, dated October 16, 2014, (each, a “Fiscal Year”i) on the date (the “Vesting Date”) on which the Committee makes a determination that if your employment is terminated by the Company has achieved the Performance Measure without Cause (as defined below) target amount established or by you for Good Reason (as defined below), prior to or after the Committee occurrence of a Change of Control (as defined below), the period for such Fiscal Year, provided that determining whether the Grantee is an employee performance conditions for vesting of the Company or a Subsidiary on such Vesting Date. The actual number of any outstanding unvested Restricted Stock Units that will vest on a particular Vesting Date will depend on have been satisfied shall be extended to the percentage twelve (12) month anniversary of the Performance Measure target amount Date of Termination (as defined below), and any Restricted Stock Units which satisfy the Company achieved for performance conditions during such period shall be vested and settled within 30 days after the previous Fiscal Year based on the following percentage thresholds: performance conditions have been satisfied. (c) For purposes of this Section 3Agreement, the Performance MeasureCause” shall mean, for mean that any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount following has occurred and that was achieved for purposes the Board has made a determination of this Section 3. If such occurrence after providing you with reasonably detailed written notice and a reasonable opportunity to be heard on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Units.issues at a Board meeting:

Appears in 1 contract

Samples: Employment Agreement (Martha Stewart Living Omnimedia Inc)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3) of the Restricted Stock Units following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted ended December 31, 2008, 2009 and 2010 (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount award the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense expenses and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If in on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and be and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Units.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Mac-Gray Corp)

Vesting of Restricted Stock Units. (a) The restrictions and conditions in Section 2 of Paragraph 1 of this Agreement shall lapse on up with respect to one third (1/3) of the Restricted Stock Units following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) as set forth on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. Exhibit A. The actual number of Restricted Stock Units that to be earned pursuant to this Agreement will vest on a particular Vesting Date will depend be based on the percentage extent to which the performance metrics described on Exhibit A (the “Performance Metrics”) are achieved relative to the targets described on Exhibit A and may be equal to or less than the Target RSUs specified above. In no event will the number of Restricted Stock Units earned hereunder exceed the number of Target RSUs specified above. (b) The number of Restricted Stock Units earned under this Award shall be calculated as provided in Exhibit A following the completion of each of the performance period described on Exhibit A (the “Performance Period”) and on the basis of the level to which the Performance Metrics specified on Exhibit A is actually attained relative to the applicable targets for the Performance Period. This Award does not include any dividend equivalent or other stockholder rights. (c) Within seventy-five (75) days of the completion of each Performance Period, the Administrator will determine in its sole discretion the extent to which the Performance Metrics have been satisfied. (d) In addition, in the event the Grantee’s Service Relationship with the Company is terminated prior to the completion of the Performance Measure target amount Period (i) by the Company achieved or a Subsidiary for any reason other than for Cause, death or disability or (ii) by the previous Fiscal Year based on Grantee for Good Reason, and such termination occurs immediately prior to or within twelve (12) months after the following percentage thresholds: For purposes occurrence of this Section 3the first event constituting a Sale Event (as defined in the Plan) (a “Qualifying Termination”), then subject to the Grantee’s delivery and nonrevocation, within sixty (60) days after the termination of the Grantee’s Service Relationship, of a release of claims in favor of the Company and its affiliates, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the CompanyGrantee’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminatevest as of the date of such Qualifying Termination (or the date of the Sale Event, if later) assuming Target Performance has been achieved as specified on Exhibit A. Restricted Stock Units that do not vest in accordance with the foregoing sentence shall be forfeited and become null and voidto the Company without payment of any consideration by the Company, and neither the Grantee nor any of his or her successors, heirs, assigns, assigns or personal representatives will shall thereafter have any further rights or interests in such forfeited Restricted Stock Units. For purposes of Paragraph 2 of this Agreement, “Cause” and “Good Reason” shall have the meanings ascribed to them in the Grantee’s Employment Agreement with the Company dated August 28, 2020, as may be amended from time to time.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Open Lending Corp)

Vesting of Restricted Stock Units. (a) The restrictions RSUs shall vest in accordance with the Vesting Schedule set forth above so long as the Participant remains continuously employed by Valvoline and conditions its Subsidiaries during the period commencing on the Grant Date and ending on the applicable Vesting Date. (b) Upon termination of continuous employment with Valvoline and its Subsidiaries for any reason (including by reason of death, Disability or Retirement), the Participant immediately shall cease vesting in Section 2 of this Agreement the RSUs on the Termination Date and shall lapse on up to one third (1/3) forfeit the unvested portion of the Restricted Stock Units following each RSUs; provided, if the Participant’s termination of employment occurs for Cause, the Participant shall forfeit the RSUs in their entirety (both the vested portion and the unvested portion). (c) Notwithstanding the foregoing, the Compensation Committee may accelerate the vesting of the Company’s three succeeding fiscal years commencing with the fiscal year RSUs, in which this Award was granted whole or in part, in circumstances as it may determine necessary or appropriate in its sole discretion. (each, a “Fiscal Year”d) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3Agreement, the Performance MeasureTermination Date” shall mean, for any Fiscal Year, be the quotient obtained by dividing earlier of: (xi) the difference between date on which the Participant ceases to render actual continuous services to Valvoline and its Subsidiaries; (aii) the Company’s earnings before interest, taxes, depreciation date on which the Participant first provides notice of resignation or is provided notice of termination of employment by Valvoline and amortization its Subsidiaries; or (EBITDA) for such Fiscal Year, less (bc) the Company’s interest expense and capital expenditures for such Fiscal Yearfirst date of any statutory notice period provided under local law, by notwithstanding any entitlement that the Participant might have to notice, pay in lieu of notice, severance pay, or termination pay. (ye) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for For purposes of this Section 3. If on any Vesting Date all or some Agreement, “Cause” shall mean (i) the willful and continued failure of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of Participant to substantially perform his or her successorsduties with Valvoline and its Subsidiaries (other than such failure resulting from the Participant’s incapacity due to physical or mental illness), heirs, assigns(ii) willful engaging by the Participant in gross misconduct materially injurious to Valvoline and/or its Subsidiaries, or personal representatives will thereafter have any further rights (iii) the Participant’s conviction of or interests in such forfeited Restricted Stock Unitsthe entering of a plea of nolo contendere (or similar plea under the laws of a jurisdiction outside the United States) to the commission of a felony (or a similar crime or offense under the laws of a jurisdiction outside the United States).

Appears in 1 contract

Samples: Cash Settled Restricted Stock Unit Award Agreement (Valvoline Inc)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3) of the Restricted Stock Units will vest according to the following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. schedule: The actual number of Restricted Stock Units that will vest on a particular Vesting Date become eligible for vesting as set forth below will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) upon the Company’s earnings before interest, taxes, depreciation and amortization Adjusted Operating Income (EBITDAor “AOI”) (as defined below) for such Fiscal Year, less the Performance Period (bas defined below) and will be determined in accordance with this Agreement. The “Performance Period” will begin on the first day of the Company’s interest expense 2019 fiscal year (the “Commencement Date”) and capital expenditures for such Fiscal Year, by (y) end on the weighted average number last day of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements [__] fiscal year (the “Anniversary Date”). Notwithstanding the foregoing, in the event of a Change in Control, or in the event Participant’s continuous Service is terminated due to Participant’s death or Permanent Disability (a “Qualifying Termination”), the Performance Period will be deemed to end upon the first to occur of the consummation of the Change in Control (the “Closing”) or the date of the Qualifying Termination for such Fiscal Year. The Committee shall review purposes of calculating the Company’s audited financial statements promptly after their preparation each year Adjusted Operating Income. The first to determine the percentage occur of the Performance Measure target amount Anniversary Date, the Closing, or a Qualifying Termination, is referred to herein as the “Period End Date.” If Participant’s continuous Service terminates prior to the Period End Date due to his or her Retirement, Participant’s Restricted Stock Units will remain outstanding through the Period End Date and the number of Restricted Stock Units that was achieved become Eligible Restricted Stock Units (as defined below) will be measured as if Participant’s continuous Service had not terminated. 1 This should be 50% of the total Target Number of Restricted Stock Units 2 This should be 200% of the above Target Number of Restricted Stock Units If Participant’s continuous Service terminates prior to the Period End Date for purposes any reason (other than as a result of this Section 3. If on any Vesting Date all a Qualifying Termination or some of due to Participant’s Retirement), the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then will terminate and be cancelled and Participant will have no further rights with respect to such unvested Restricted Stock Units. Any Restricted Stock Units shall automatically that do not become Eligible Restricted Stock Units as of the Period End Date will terminate and without notice terminate, be forfeited cancelled and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives Participant will thereafter have any no further rights or interests in with respect to such forfeited Restricted Stock Units. Lastly, vesting is subject to Participant’s continuous Service through the applicable vesting date, subject to the vesting acceleration provisions set forth below.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (NetApp, Inc.)

Vesting of Restricted Stock Units. Subject to Section 3 and 6 below, the Restricted Stock Units shall vest as follows: (a) The restrictions Restricted Stock Units shall vest in equal installments on each vesting date set forth above (each a "Vesting Date") (subject to rounding conventions adopted by the Corporation from time to time; provided that in no event will the total Shares issued exceed the total units granted under the Award), provided that Grantee shall have remained in the continuous employ of the Corporation or a Subsidiary through the applicable Vesting Date. (b) Notwithstanding Section 2(a), the Restricted Stock Units that have not yet vested under this Section 2 shall immediately vest if, prior to the applicable Vesting Date: (i) Grantee ceases to be employed with the Corporation and conditions its Subsidiaries by reason of death or Disability (defined by reference Section 22(e)(3) of the Code), or (ii) a Change in Control occurs and the Corporation and its Subsidiaries terminate Grantee's employment other than for cause (as determined by the Corporation in its sole discretion), or Grantee's employment terminates under circumstances that entitle Grantee to severance benefits under an employment or change in control agreement with the Corporation or a Subsidiary, or a severance plan maintained by the Corporation or a Subsidiary, as applicable, in each case within the two-year period commencing on the Change in Control. (c) Notwithstanding Sections 2(a) or 2(b), a pro-rated portion of the Restricted Stock Units that has not yet vested under this Section 2 shall immediately vest if, prior to the applicable Vesting Date (and other than as provided in Section 2 2(b)(ii) above): (i) the Corporation and its Subsidiaries terminate Grantee's employment other than for cause, death or Disability, including as a result of the divestiture of assets, a business or a company by the Corporation or a Subsidiary, or (ii) Grantee voluntarily terminates employment with the Corporation and its Subsidiaries after having attained age 55 and completed 10 years of consecutive service from Grantee's most recent date of hire or re-hire, as applicable (as determined under such rules as may be established by the Corporation from time-to-time) ("Retirement"). The pro-rated portion of the Restricted Stock Units that becomes vested under this Agreement Section 2(c), if any, shall lapse be determined by the Committee or its delegate, in its sole discretion, based upon Grantee's continuous employment with the Corporation and its Subsidiaries from the Date of Grant through the date of termination of employment (including additional service credit provided to Grantee, if any, under an employment agreement with the Corporation or a Subsidiary, or a severance plan maintained by the Corporation or a Subsidiary, as applicable). Notwithstanding the foregoing provisions, if Grantee is a member of the Senior Management Committee on up the Date of Grant, Grantee shall be entitled to one third all (1/3rather than a pro-rated portion) of the Restricted Stock Units following each of in the Company’s three succeeding fiscal years commencing event that, prior to the applicable Vesting Date, Grantee voluntarily terminates employment with the fiscal year in which this Award was granted (eachCorporation and its Subsidiaries after having attained age 60 and completed five years of consecutive service from Grantee’s most recent date of hire or re-hire, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure as applicable (as defined below) target amount determined under such rules as may be established by the Committee for Corporation from time-to-time), but only if such Fiscal Year, provided that voluntary termination occurs following the Grantee is an employee completion of one year of service after the Company or a Subsidiary on such Vesting Date. The actual number Date of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: Grant. (d) For purposes of Section 2 of this Section 3Agreement, the “Performance Measure” continuous employment of Grantee with the Corporation and its Subsidiaries shall meannot be deemed to have been interrupted, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal YearGrantee shall not be deemed to have ceased to be an employee, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage reason of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any transfer of his or her successorsemployment among the Corporation and its Subsidiaries or a leave of absence approved by the Corporation or a Subsidiary; provided that, heirsto the extent permitted under applicable law, assignsthe Corporation shall pro-rate the vesting of Restricted Share Units in the event Grantee is on an approved but unpaid leave of absence, or personal representatives will thereafter have any further rights or interests in based upon the portion of the applicable vesting period during which Grantee received payment of salary (as determined under such forfeited Restricted Stock Unitsrules as may be established by the Corporation from time-to-time).

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Duke Energy Florida, Llc.)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one (a) Except as otherwise provided herein, one-third (1/3) of the Restricted Stock Units following will vest and become nonforfeitable and payable to Participant pursuant to Section 5 hereof on each of the Company’s first three succeeding fiscal years commencing with (3) anniversaries of the fiscal year in which this Award was granted Grant Date (eacheach such anniversary, a “Fiscal Year”) on the date (the applicable “Vesting Date”), conditioned upon Participant’s continuous Service Relationship with Corporation through the applicable Vesting Date. Except as otherwise provided in this Section 4, any Restricted Stock Units that have not so vested and become nonforfeitable as of Participant’s (b) on which Notwithstanding Section 4(a) above, if in connection with a Change of Control, the Committee makes Successor does not assume the Restricted Stock Units, then all Restricted Stock Units that previously have not become nonforfeitable nor been forfeited shall become nonforfeitable as of immediately prior to the Change of Control and payable to Participant pursuant to Section 5 hereof. Notwithstanding Section 4(a) above, if in connection with a determination Change of Control, the Successor assumes or substitutes an equivalent award for the Restricted Stock Units, the provisions of Section 6.7(a) of the Plan shall govern; provided, that in the Company has achieved event Participant’s Service Relationship with the Performance Measure Successor is Terminated by Participant for Good Reason, the Restricted Stock Units shall become vested and nonforfeitable only if Participant is a party to an employment or other agreement with Corporation that provides rights to Participant upon a Termination for Good Reason. (c) Notwithstanding Section 4(a) above, if Participant experiences a Termination because of Participant’s Retirement (as defined below) target amount established by ), on or after the Committee for such Fiscal Year, provided that the Grantee is an employee first anniversary of the Company or a Subsidiary on such Grant Date but prior to the last Vesting Date. The actual number of , then all Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage previously have not become nonforfeitable nor been forfeited shall become nonforfeitable as of the Performance Measure target amount date Participant is Terminated and payable to Participant pursuant to Section 5 hereof. (d) Notwithstanding Section 4(a) above, if Participant experiences a Termination because of Participant’s death or Disability during the Company achieved for period between the previous Fiscal Year based on Grant Date and the following percentage thresholds: For purposes of this Section 3last Vesting Date, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, then all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do that previously have not vest because become nonforfeitable nor been forfeited shall become nonforfeitable as of the conditions of this date Participant is Terminated and payable to Participant pursuant to Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Units5 hereof.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Louisiana-Pacific Corp)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3) specified percentage of the Restricted Stock Units following each subject to this Award, and not previously forfeited, shall vest, with such percentage considered satisfied to the extent such Restricted Stock Units have not previously vested, as follows: (a) Upon Grantee remaining continuously employed by the Corporation, including Subsidiaries, through the specified anniversary of the CompanyDate of Grant (each a "Vesting Date"), the percentage of Restricted Stock Units set forth next to such date shall become vested: (b) If such employment terminates (i) as the result of Grantee’s three succeeding fiscal years commencing with death or (ii) as the fiscal year result of Grantee’s permanent and total disability within the meaning of Code Section 22(e)(3), all Restricted Stock Units subject to this Award, which units have not previously been forfeited or vested, immediately shall become fully vested, unless the Committee or its delegate, in its sole discretion, determines that Grantee is in violation of any obligation identified in Section 3, in which this Award was granted case any Restricted Stock Units not previously vested shall be forfeited. (each, a “Fiscal Year”c) on the date If such employment terminates: (the “Vesting Date”i) on which the Committee makes a determination that the Company has achieved the Performance Measure upon Retirement (as defined below), (ii) target amount established as the result of termination of such employment by the Corporation, or employing Subsidiary, other than for cause, as determined by the Committee for such Fiscal Yearor its delegate, provided or (iii) as the direct and sole result, as determined by the Committee or its delegate, in its sole discretion, of the divestiture of assets, a business or a company by the Corporation or a Subsidiary, then, unless the Committee or its delegate, in its sole discretion, determines that the Grantee is an employee in violation of the Company or a Subsidiary on such Vesting Date. The actual number of any obligation identified in Section 3, in which case any Restricted Stock Units not previously vested shall be forfeited, the Restricted Stock Units subject to this Award shall vest at such vesting percentage determined by the Committee or its delegate, in its sole discretion, by prorating from the above schedule to reflect only that will vest on a particular Vesting Date will depend portion of the period beginning on the percentage Date of Grant and ending with the __________ anniversary of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: Date of Grant during which such employment continued while Grantee was entitled to payment of salary, and any such Restricted Stock Units not then or previously vested shall be forfeited. For purposes of this Section 3Agreement, the Performance MeasureRetirement” shall mean, for any Fiscal Year, mean Grantee’s voluntary termination of employment with the quotient obtained by dividing Corporation and its Subsidiaries after having attained age 55 and completed 10 years of service (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Unitsaccess to retiree medical coverage).

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Duke Energy Carolinas, LLC)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3) specified percentage of the Restricted Stock Units following each subject to this Award, and not previously forfeited, shall vest, with such percentage considered satisfied to the extent such Restricted Stock Units have previously vested, as follows: (a) Upon Grantee remaining continuously employed by the Corporation, including Subsidiaries, through the specified anniversary of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted Date of Grant (each, each a “Fiscal Year”) on the date (the “Vesting Date”), the percentage of Restricted Stock Units set forth next to such date shall become vested: . (b) on If such employment terminates (i) as the result of Grantee’s death or (ii) as the result of Grantee’s permanent and total disability within the meaning of Code Section 22(e)(3), all Restricted Stock Units subject to this Award, which units have not previously been forfeited or vested, immediately shall become fully vested, unless the Committee makes a determination or its delegate, in its sole discretion, determines that the Company has achieved the Performance Measure Grantee is in violation of any obligation identified in Section 3, in which case any Restricted Stock Units not previously vested shall be forfeited. (c) If such employment terminates: [(i) upon Retirement (as defined below)], (ii) target amount established as the result of termination of such employment by the Corporation, or employing Subsidiary, other than for cause, as determined by the Committee for such Fiscal Yearor its delegate, provided or (iii) as the direct and sole result, as determined by the Committee or its delegate, in its sole discretion, of the divestiture of assets, a business or a company by the Corporation or a Subsidiary, then, unless the Committee or its delegate, in its sole discretion, determines that the Grantee is an employee in violation of the Company or a Subsidiary on such Vesting Date. The actual number of any obligation identified in Section 3, in which case any Restricted Stock Units not previously vested shall be forfeited, the Restricted Stock Units subject to this Award shall vest at such vesting percentage determined by the Committee or its delegate, in its sole discretion, by prorating from the above schedule to reflect only that will vest on a particular Vesting Date will depend portion of the period beginning on the percentage Date of Grant and ending with the ( ) anniversary of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: Date of Grant during which such employment continued while Grantee was entitled to payment of salary, and any such Restricted Stock Units not then or previously vested shall be forfeited. [For purposes of this Section 3Agreement, the Performance MeasureRetirement” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Unitsmean .]

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Duke Energy CORP)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3) of the Restricted Stock Units following each of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted ended December 31, 2008, 2009 and 2010 (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense expenses and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfiedsatisfied at the 100% level, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Units.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Mac-Gray Corp)

Vesting of Restricted Stock Units. The restrictions (a) [Subject to the terms and conditions set forth in Section 2 of this Agreement shall lapse on up to one third (1/3) of and in the Plan, the Restricted Stock Units shall vest in accordance with the terms and conditions set forth on the attached Long-Term Incentive Awards Summary Schedule; provided, however, that on the Vesting Date, Grantee is, and has from the Date of Grant continuously been, an employee of a Participating Company during the Restricted Period. As of the applicable Vesting Date, Grantee shall be entitled to the delivery of Shares with respect to the applicable Restricted Stock Units; provided that Grantee has complied with all applicable provisions of the HSR Act. (b) Notwithstanding anything to the contrary in this Agreement, the Service Condition applicable to the Restricted Stock Units shall be deemed fully satisfied upon Grantee’s Termination of Employment due to Grantee’s death or Disability; provided that Xxxxxxx has complied with all applicable provisions of the HSR Act. (c) Notwithstanding Paragraph 4(a) to the contrary, and subject to the obligations described in Paragraph 4(d), if, Grantee has a Retirement Termination, and, at the time of such Retirement Termination: (1) Grantee has completed at least ten (10) but less than fifteen (15) Years of Service, any Service Vesting Date applicable to the Restricted Stock Units that would have occurred on or prior to the date that is the third (3rd) anniversary of such Retirement Termination shall continue to occur in accordance with the terms of the Long-Term Incentive Awards Summary Schedule, the Restricted Stock Units will remain outstanding and as of each such Vesting Date, Grantee shall be entitled to the delivery of Shares with respect to such Restricted Stock Units; provided that Grantee has complied with all applicable provisions of the HSR Act; (2) Grantee has completed at least fifteen (15) but less than twenty (20) Years of Service, any Service Vesting Date applicable to the Restricted Stock Units that would have occurred on or prior to the date that is the fourth (4th) anniversary of such Retirement Termination shall continue to occur in accordance with the terms of the Long-Term Incentive Awards Summary Schedule, the Restricted Stock Units will remain outstanding and as of each such Vesting Date, Grantee shall be entitled to the delivery of Shares with respect to such Restricted Stock Units; provided that Grantee has complied with all applicable provisions of the HSR Act; or (3) Grantee has completed twenty (20) or more Years of Service, any Service Vesting Date applicable to the Restricted Stock Units that would have occurred on or prior to the date that is the fifth (5th) anniversary of such Retirement Termination shall continue to occur in accordance with the terms of the Long-Term Incentive Awards Summary Schedule, the Restricted Stock Units will remain outstanding and as of each such Vesting Date, Grantee shall be entitled to the delivery of Shares with respect to such Restricted Stock Units; provided that Grantee has complied with all applicable provisions of the HSR Act. (d) Notwithstanding Paragraph 4(b) or Paragraph 4(c), the Restricted Stock Units will be subject to forfeiture by the Committee, in its sole discretion, if Grantee breaches either of the following each non-solicitation or non-competition obligations during the period following a Termination of Employment and before the applicable Vesting Date: (1) Grantee shall not, directly or indirectly, solicit, induce, encourage or attempt to influence any customer, employee, consultant, independent contractor, service provider or supplier of the Company to cease to do business or to terminate the employment or other relationship with the Company. (2) Grantee shall not, directly or indirectly, engage or be financially interested in (as an agent, consultant, director, employee, independent contractor, officer, owner, partner, principal or otherwise), any activities for any business (whether conducted by an entity or individuals, including Grantee in self-employment) that is engaged in competition, directly or indirectly through any entity controlling, controlled by or under common control with such business, with any of the business activities carried on by the Company, any of its subsidiaries or any other business unit of the Company, or being planned by the Company, any of its subsidiaries or any other business unit of the Company with Xxxxxxx’s three succeeding fiscal years commencing with knowledge at the fiscal year time of Grantee’s termination of employment. This restriction shall apply in any geographical area of the United States in which the Company carries out business activities. Nothing herein shall prevent Grantee from owning for investment up to one percent (1%) of any class of equity security of an entity whose securities are traded on a national securities exchange or market. (e) If Restricted Stock Units would have vested pursuant to the Long-Term Incentive Awards Summary Schedule or Paragraph 4(b) or 4(c), but did not vest solely because Grantee was not in compliance with all applicable provisions of the HSR Act, then, notwithstanding anything to the contrary in this Award was granted Agreement, the Vesting Date for such Restricted Stock Units shall occur on the first date following the date on which they would have been earned and become vested pursuant to the Long-Term Incentive Awards Summary Schedule or Paragraph 4(b) or 4(c) on which Grantee has complied with all applicable provisions of the HSR Act. ] (eacha) [Subject to the terms and conditions set forth herein and in the Plan, Grantee shall vest in the Restricted Stock Units on the Vesting Dates, and as of each Vesting Date shall be entitled to the delivery of Shares with respect to such Restricted Stock Units; provided, however, that on the Vesting Date, Grantee is, and has from the Date of Grant continuously been, an employee of a “Fiscal Year”Participating Company during the Restricted Period. (b) Notwithstanding Paragraph 4(a), if: (1) Grantee experiences a Termination of Employment due to Grantee’s death or Disability, any Vesting Date for the Restricted Stock Units shall be accelerated so that such Vesting Date will be deemed to occur on the date (of such Termination of Employment with respect to the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest would have otherwise vested on such Vesting Date; or (2) Grantee experiences a particular Vesting Date will depend on Termination of Employment by reason of redundancy (within the percentage meaning of the Performance Measure target amount law applicable to Grantee’s employment), or due to Grantee’s retirement with the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes agreement of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) or otherwise at the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage discretion of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of Sky Group Chief Executive Officer, the Restricted Stock Units do granted pursuant to this Award that are scheduled to vest on the next scheduled Vesting Date following Grantee’s Termination of Employment shall not be forfeited and shall continue to vest because in accordance with the conditions Long-Term Incentive Awards Summary, and as of this Section 3 are not fully satisfiedsuch Vesting Date, then Grantee shall be entitled to the delivery of Shares with respect to such unvested number of Restricted Stock Units. Restricted Stock Units granted pursuant to this Award that are scheduled to vest later than the next scheduled Vesting Date following Xxxxxxx’s termination of employment, if any, shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests as provided in such forfeited Restricted Stock UnitsParagraph 5(a).]

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Comcast Corp)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3a) All of the Restricted Stock Units following each RSUs are nonvested and forfeitable as of the Company’s three succeeding fiscal years commencing with Grant Date. (b) So long as your Service is continuous from the fiscal year in Grant Date through the applicable date upon which this Award was granted (eachvesting is scheduled to occur, a “Fiscal Year”) ■ _____ of the RSUs will vest and become nonforfeitable on the date ______ (the “First Vesting Date”), ■ _____ of the RSUs will vest and become nonforfeitable on ______ (the “Second Vesting Date”), ■ _____ of the RSUs will vest and become nonforfeitable on _____ (the “Third Vesting Date” and, together with the First Vesting Date and the Second Vesting Date, the “Vesting Dates”). (c) on which Notwithstanding Section 2(b), one hundred percent of the Committee makes RSUs will become vested and nonforfeitable as of immediately before and contingent upon the occurrence of a determination that Change in Control, so long as your Service is continuous from the Company has achieved Grant Date, through the Performance Measure date of the Change in Control. In addition, if you are in Retirement (as defined below) target amount established then, upon a Change in Control, any RSUs that had remained eligible for vesting following your Retirement, but that have not yet become vested, shall be vested and nonforfeitable as of immediately before and contingent upon the occurrence of such Change in Control. “Retirement” shall mean the effective date of your resignation or other termination of employment after your attainment of age 55 and at least 5 years of service (or such shorter period of service as may be determined by the Committee Administrator); provided that, for a resignation to be treated as a Retirement, you must provide at least 6 months’ advance written notice of such Fiscal YearRetirement to the Company, provided that and, for the Grantee is an employee avoidance of doubt, your Retirement will be effective upon your actual retirement date rather than upon the date of such notice. You will continue working diligently to satisfy our business obligations as well as assist the Company during a transition. The treatment of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount RSUs upon Retirement is intended to recognize your contributions to the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) prior to your Retirement and it is not intended to apply if you will continue working in the Company’s earnings before interestindustry following your Retirement. Therefore, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) as a condition of receiving the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of award set forth in this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because Agreement under the conditions of this Section 3 are not fully satisfiedRetirement, then such unvested Restricted Stock Units shall automatically you will be required to enter into and without notice terminate, be forfeited comply with an extension of your current Confidentiality Agreement and become null and void, and neither Non-Solicitation/Non-Competition Agreement term for three years following the Grantee nor any effective date of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Unitsyour retirement.

Appears in 1 contract

Samples: Restricted Stock Unit and Performance Award Agreement (Perma-Pipe International Holdings, Inc.)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one third (1/3a) of Except as otherwise provided herein, the Restricted Stock Units following each will become nonforfeitable and payable to Participant pursuant to Section 5 hereof having a ratable vesting schedule of 1/3 of the Company’s three succeeding fiscal years commencing with the fiscal award per year in which this Award was granted (each, a “Fiscal Year”) on the date anniversary of the Grant Date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year), provided that the Grantee is an employee of conditioned upon Participant’s continuous employment with the Company or a Subsidiary on such through the Vesting Date. The actual Any Restricted Stock Units that do not so become nonforfeitable will be forfeited, including, except as provided in this Section 4 below, if Participant ceases to be continuously employed by Corporation or a Subsidiary prior to the Vesting Date. For purposes of this Agreement, “continuously employed” means the absence of any interruption or termination of Participant’s employment with Corporation or with a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by Corporation or in the case of transfers between locations or Corporation and its Subsidiaries. (b) Notwithstanding Section 4(a) above, all of the Restricted Stock Units will become nonforfeitable and payable to Participant pursuant to Section 5 hereof upon the occurrence of a Change of Control if the Restricted Stock Units have not previously been forfeited or become nonforfeitable. (c) Notwithstanding Section 4(a) above, if Participant experiences a termination of employment because of Participant’s Retirement (as defined below), on or after the first anniversary of the Grant Date but prior to the Vesting Date, then, if the Restricted Stock Units have not previously become nonforfeitable or been forfeited, a number of Restricted Stock Units shall become nonforfeitable upon such Retirement and result in payment, at the time described in Section 5, in an amount equal to the product of (i) the Restricted Stock Units that will vest on would have resulted in payment in accordance with the terms of Section 4(a) if Participant had remained in the continuous employ of Corporation or a particular Subsidiary from the Grant Date until the Vesting Date, multiplied by (ii) a fraction (in no case greater than 1), the numerator of which is the number of whole months from the Grant Date will depend on through the percentage date of Retirement, and the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: denominator of which is 36. For purposes of this Section 3Agreement, the Performance MeasureRetirement” shall mean, for any Fiscal Year, mean the quotient obtained by dividing voluntary termination of Participant’s employment with Corporation and its Subsidiaries if (xi) the difference between Participant is then at least age 59 ½ and has completed at least ten (a10) the Company’s earnings before interest, taxes, depreciation years of continuous service with Corporation or a Subsidiary or (ii) Participant is then at least age 65 and amortization has completed at least five (EBITDA5) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number years of shares of Stock outstanding for such Fiscal Year determined on continuous service with Corporation or a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock UnitsSubsidiary.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Louisiana-Pacific Corp)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up to one (a) Except as otherwise provided herein, one-third (1/3) of the Restricted Stock Units following will vest and become nonforfeitable and payable to Participant pursuant to Section 5 hereof on each of the Company’s first three succeeding fiscal years commencing with (3) anniversaries of the fiscal year in which this Award was granted Grant Date (eacheach such anniversary, a “Fiscal Year”) on the date (the applicable “Vesting Date”), conditioned upon Participant’s continuous Service Relationship with Corporation through the applicable Vesting Date. Except as otherwise provided in this Section 4, any Restricted Stock Units that have not so vested and become nonforfeitable as of Participant’s (b) on which Notwithstanding Section 4(a) above, if in connection with a Change of Control, the Committee makes Successor does not assume the Restricted Stock Units, then all Restricted Stock Units that previously have not become nonforfeitable nor been forfeited shall become nonforfeitable as of immediately prior to the Change of Control and payable to Participant pursuant to Section 5 hereof. Notwithstanding Section 4(a) above, if in connection with a determination Change of Control, the Successor assumes or substitutes an equivalent award for the Restricted Stock Units, the provisions of Section 6.7(a) of the Plan shall govern; provided, that in the Company has achieved event Participant’s Service Relationship with the Performance Measure Successor is Terminated by Participant for Good Reason (defined below), the Restricted Stock Units shall become vested and nonforfeitable only if Participant is a party to an employment or other agreement with Corporation that provides rights to Participant upon a Termination for Good Reason. (c) Notwithstanding Section 4(a) above, if Participant experiences a Termination because of Participant’s Retirement (as defined below) target amount established by ), on or after the Committee for such Fiscal Year, provided that the Grantee is an employee first anniversary of the Company or a Subsidiary on such Grant Date but prior to the last Vesting Date. The actual , then, if the Restricted Stock Units have not previously become vested and nonforfeitable, a number of Restricted Stock Units shall become vested and nonforfeitable upon such Retirement and result in payment, at the time described in Section 5, in an amount equal to (A) the product of (i) the number of Restricted Stock Units that will vest on would have resulted in payment in accordance with the terms of Section 5 if Participant had maintained his or her Service Relationship from the Grant Date until the last Vesting Date, multiplied by (ii) a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3fraction (in no case greater than one), the “Performance Measure” shall mean, for any Fiscal Year, numerator of which is the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares whole months from the Grant Date through the date of Stock outstanding for such Fiscal Year determined on Retirement, and the denominator of which (d) Notwithstanding Section 4(a) above, if Participant experiences a diluted basis using Termination because of Participant’s death or Disability during the treasury stock methodperiod between the Grant Date and the last Vesting Date, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage then a number of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because shall thereupon become vested and nonforfeitable upon such Termination and result in payment, at the conditions time described in Section 5, in an amount equal to (A) the product of this (i) the number of Restricted Stock Units that would have resulted in payment in accordance with the terms of Section 3 are not fully satisfied5 if Participant had maintained his or her Service Relationship from the Grant Date until the last Vesting Date, then such multiplied by (ii) a fraction (in no case greater than one), the numerator of which is the number of whole months from the Grant Date through the date of Participant’s Termination, and the denominator of which is 36, minus (B) the number of Restricted Stock Units that have previously become vested and nonforfeitable, and the remainder of the unvested Restricted Stock Units shall automatically and without notice terminateimmediately thereupon be forfeited. (e) For purposes of this Agreement, be forfeited and become null and voidnotwithstanding the Plan: (i) “Good Reason” will have the meaning set forth in any applicable employment agreement or other written agreement between Participant, on the one hand, and neither Corporation or the Grantee nor any Successor, on the other hand. (ii) “Retirement” means the voluntary Termination with Corporation or a Successor if (A) Participant is then at least age 55 and has completed at least twenty (20) years of his or her successorscontinuous service with Corporation and/or the Successor, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Units.(B) Participant is then at least age 60 and has completed at least ten (10) years of

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Louisiana-Pacific Corp)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement Except as otherwise provided herein, Eligible PSUs shall lapse on up to one third (1/3) commence vesting as follows: 25% of the Restricted Stock Units following each Eligible PSUs shall vest upon _____________, 202[_], and the remaining 75% of the Company’s three succeeding fiscal years Eligible PSUs shall vest in 36 equal monthly installments thereafter commencing with the fiscal year _______________, 202[_], in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (each case so long as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is remains an employee of or other service provider with the Company or a Subsidiary on such dates (each, a “Vesting Date”). The actual “Eligible PSUs” are Restricted Stock Units for which the performance metrics (to be set forth on a separate document (the “Performance Metrics Addendum”)) are achieved. Promptly following the conclusion of the Performance Measurement Period, but in no event later than 60 days thereafter, the Administrator shall certify whether and to what extent such performance metrics were achieved and determine the Performance Percentage (to be defined in the Performance Metrics Addendum) and the number of Restricted Stock Units subject to this Award, if any, that will vest on a particular Vesting Date will depend on shall become Eligible PSUs. Upon the percentage date of such determination by the Performance Measure target amount Administrator (the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3“Determination Date”), the “Performance Measure” Grantee shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, automatically forfeit all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of subject to this Section 3 Award that are not fully satisfieddeemed to be Eligible PSUs. Notwithstanding the foregoing, then such unvested Restricted Stock Units in the event the Grantee is terminated by the Company for Cause (as defined in the CiC Plan) on or prior to the Determination Date, “Eligible PSUs” shall automatically and without notice terminate, be forfeited and become null and void, and neither zero shares regardless of actual achievement or the Grantee nor Grantee’s employment through any of his prior vesting dates. The Administrator may at any time accelerate or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests modify the vesting schedule specified in such forfeited Restricted Stock Unitsthis Paragraph 2.

Appears in 1 contract

Samples: Performance Restricted Stock Unit Award Agreement (Zendesk, Inc.)

Vesting of Restricted Stock Units. (a) The restrictions and conditions Restricted Stock Units shall become vested in Section 2 accordance with the vesting schedule approved by the Board (or any Committee designated thereby), the terms of this Agreement and as notified to the Participant through the On-Line Platform or the vesting schedule to which the Participant and the Company have each approved or accepted through the On-Line Platform (the “Vesting Schedule”), so long as the Participant is providing services to the Company at all times from the Grant Date through each such vesting date included in the Vesting Schedule. The Vesting Schedule is incorporated herein and made part of this Agreement. (b) The Restricted Stock Units shall lapse on up vest subject to one third the attainment of certain Company’s common stock (1/3the “Common Stock”) share value hurdles as follows: (i) thirty percent (30%) of the Restricted Stock Units following each granted hereunder are allocated to the achievement of the Company’s three succeeding fiscal years commencing with the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure $5 Price Hurdle (as defined below); (ii) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing thirty percent (x30%) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because granted hereunder are allocated to the conditions achievement of this Section 3 are not fully satisfied, then such unvested an $8 Price Hurdle; and (iii) forty percent (40%) of the Restricted Stock Units shall automatically and without notice terminategranted hereunder are allocated to the achievement of a $10 Price Hurdle, in each case subject to the vesting calculation rules set forth in Exhibit A hereto. A “Price Hurdle” will be forfeited and become null and voidachieved upon the Company’s publicly traded common stock closing the trading day at or above $5, and neither $8 or $10, as applicable, for at least thirty (30) consecutive trading days during the Grantee nor any of his first, second, third or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited fourth year following the Effective Date. The Restricted Stock UnitsUnits allocated in accordance with the foregoing will vest in accordance with the vesting calculation rules set forth in Exhibit A hereto on the next subsequent anniversary of the grant date during the four year performance period during which a Price Hurdle is achieved (each such anniversary, a “Vesting Date”), provided that Participant remains actively employed by the Company on such Vesting Date.

Appears in 1 contract

Samples: Share Target Restricted Stock Unit Inducement Agreement (FTC Solar, Inc.)

Vesting of Restricted Stock Units. The restrictions Restricted Stock Units shall vest and conditions in Section 2 of this Agreement shall lapse on up to one third become nonforfeitable and be paid, as follows: (1/3a) All of the Restricted Stock Units following each included in the Restricted Stock Unit Account on October 7, 2012 shall vest and become nonforfeitable on such date, and all Restricted Stock Units thereafter credited to the Restricted Stock Unit Account pursuant to Section 2 hereof shall be fully vested and nonforfeitable as and when credited thereto; all Restricted Stock Units included in the Restricted Stock Unit Account on the date of the Company’s three succeeding fiscal years commencing with filing of Alleghany's Annual Report on Form 10-K in respect of the fiscal year in which this Award was granted (each, a “Fiscal Year”) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee Participant's employment is terminated for such Fiscal Year, provided that the Grantee is an employee of the Company or a Subsidiary any reason shall be paid to Participant on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage of the Performance Measure target amount the Company achieved for the previous Fiscal Year based on the following percentage thresholds: For purposes of this Section 3, the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less date. (b) In the Company’s interest expense and capital expenditures for such Fiscal Yearevent of the termination of the Participant's employment, in any case prior to October 7, 2012, by (y) Alleghany without Cause or in the weighted average number case of shares termination of Stock outstanding for such Fiscal Year determined on employment by reason of Participant's death or Total Disability, in any case prior to October 7, 2012, a diluted basis using the treasury stock method, all as determined by reference to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some pro rata portion of the Restricted Stock Units do not included in the Restricted Stock Unit Account on the date of such termination shall vest because and become nonforfeitable on the conditions basis of this Section 3 are not fully satisfied10% of such Account for each full year of employment with Alleghany measured from the date hereof and will be paid to the Participant upon the filing of Alleghany's Annual Report on Form 10-K in respect of the year in which such employment was terminated, then such unvested and the balance of the Restricted Stock Units included in such Account shall automatically and without notice terminate, be forfeited and become null and voidthe Participant shall be entitled to no payments in respect thereof. (c) If the Participant voluntarily terminates his employment with Alleghany prior to October 7, and neither the Grantee nor any of his or her successors, heirs, assigns2012, or personal representatives will thereafter have any further rights or interests in such forfeited if Alleghany terminates the Participant's employment for Cause prior to October 7, 2012, all of the Restricted Stock UnitsUnits included in Participant's Restricted Stock Unit Account shall be forfeited and the Participant shall be entitled to no payments in respect thereof.

Appears in 1 contract

Samples: Restricted Stock Unit Matching Grant Agreement (Alleghany Corp /De)

Vesting of Restricted Stock Units. The restrictions and conditions in Section 2 of this Agreement shall lapse on up Subject to one third (1/3) of the provisions herein, the Restricted Stock Units granted by this Agreement will vest in the Grantee in accordance with the following provisions: (a) As soon as reasonably practical after the publication of the audited financial statements of the Company for the fiscal year ending on December 31, 2008, the Company’s Compensation Committee (the “Committee”) shall determine and notify the Grantee of the extent to which the performance measures set forth in Grantee’s 2008 Salary/Bonus goals (the “Performance Measures”) have been achieved and the number of RSUs which shall be eligible to vest (the “Eligible to Vest RSUs”) upon satisfaction of Grantee’s continued employment pursuant to the provisions of Section 3(b) below. The RSUs that do not become Eligible to Vest RSUs pursuant to the preceding provisions of this Section 3(a) shall be deemed to have been forfeited as of December 31, 2008. The determination of the Committee concerning the achievement of the Performance Measures and the number of RSUs which shall be eligible to vest shall be final and binding upon the Company, the Grantee and all other persons entitled to receive shares upon vesting of RSUs. (b) Subject only to the specific exceptions set forth below, 25% of the Eligible to Vest RSUs shall vest in the Grantee on the first anniversary of the Date of Grant and an additional 25% of the Eligible to Vest RSUs shall vest in the Grantee at the end of each successive one year period following the first anniversary of the Date of Grant. RSUs scheduled to vest on a certain date or upon the occurrence of a certain event will not vest in Grantee in accordance with any of the provisions of this Agreement, unless Grantee shall have been continuously employed by the Company or a subsidiary of the Company from the Date of Grant until the date such vesting is to occur. (ii) Notwithstanding the vesting schedule set forth in Section 3(b), the RSUs shall vest in full as to 100% of the RSUs granted on the date of a Change of Control of the Company which occurs prior to the determination of the Eligible to Vest RSUs and as to 100% of the Eligible to Vest RSUs on the date of a Change of Control of the Company which occurs after the determination of the Eligible to Vest RSUs. For the purpose of this Agreement, Change of Control shall mean the occurrence of any of the following events: (a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing thirty five percent (35%) or more of the total voting power represented by the Company’s then outstanding voting securities, other than those beneficial owners who acquired their securities from the Company in connection with the acquisition of M&I Electric Industries, Inc. (the “M&I Holders”), the descendants and heirs of the M&I Holders, trusts for the benefit of the M&I Holders, and their respective estates, guardians, conservators or committees. (b) A change in the composition of the Company’s three succeeding fiscal years commencing with Board of Directors occurring within a twelve (12)-month period, as a result of which fewer than a majority of the fiscal year in which this Award was granted directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (each, a “Fiscal Year”A) on the date (the “Vesting Date”) on which the Committee makes a determination that the Company has achieved the Performance Measure (as defined below) target amount established by the Committee for such Fiscal Year, provided that the Grantee is an employee are directors of the Company or a Subsidiary on such Vesting Date. The actual number of Restricted Stock Units that will vest on a particular Vesting Date will depend on the percentage as of the Performance Measure target amount date hereof, or (B) are elected, or nominated for election, to the Company achieved for Board with the previous Fiscal Year based on affirmative votes of at least a majority of the following percentage thresholds: For purposes Incumbent Directors at the time of this Section 3, such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the “Performance Measure” shall mean, for any Fiscal Year, the quotient obtained by dividing (x) the difference between (a) the Company’s earnings before interest, taxes, depreciation and amortization (EBITDA) for such Fiscal Year, less (b) the Company’s interest expense and capital expenditures for such Fiscal Year, by (y) the weighted average number election of shares of Stock outstanding for such Fiscal Year determined on a diluted basis using the treasury stock method, all as determined by reference directors to the Company’s audited financial statements for such Fiscal Year. The Committee shall review the Company’s audited financial statements promptly after their preparation each year to determine the percentage of the Performance Measure target amount that was achieved for purposes of this Section 3. If on any Vesting Date all or some of the Restricted Stock Units do not vest because the conditions of this Section 3 are not fully satisfied, then such unvested Restricted Stock Units shall automatically and without notice terminate, be forfeited and become null and void, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such forfeited Restricted Stock Units.);

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (American Electric Technologies Inc)

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