Vesting of Restricted Stock. (a) Except as otherwise provided in Sections 2 and 4 of this Agreement, the shares of Restricted Stock shall become vested in accordance with the Vesting Schedule set out in the Notice of Restricted Stock Grant and with the applicable provisions of the Plan and this Agreement, provided that the Continuous Service of the Recipient continues through and on the applicable Vesting Date. There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to each vesting date, and all vesting of shares of Restricted Stock shall occur only on the applicable vesting date. Upon the termination or cessation of Recipient’s Continuous Service, for any reason whatsoever, any portion of the Restricted Stock which has not vested, and which does not then become vested pursuant to this Section 2 shall automatically and without notice terminate, be forfeited and be and become null and void. (b) Notwithstanding any other term or provision of this Agreement, in the event of any merger, consolidation or other reorganization in which the Company does not survive, or in the event of any Change in Control, as defined in Section 2(h) of the Plan, the Restricted Stock may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Plan Administrator: (a) the continuation of the grant of the Restricted Stock by the Company, if the Company is a surviving corporation, subject to the terms and conditions set forth herein, (b) the assumption or substitution for, as those terms are defined in Section 9(b)(iv) of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting of the Restricted Stock, or (d) as otherwise determined by the Plan Administrator. (c) Notwithstanding any other provision in this Agreement: (i) If the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, any Non-Vested Shares shall continue to vest in accordance with the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement with the Company (the “Employment Agreement”) after the date of termination of Recipient’s employment, as though Recipient were to continue to be employed by the Company during such period. (ii) If, during the period that begins 90 days prior to the effective date of a Change in Control and ends on the six month anniversary of the effective date of the Change in Control, the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, then any Non-Vested Shares will become fully vested upon the later of the effective date of the Change in Control or such termination of employment (iii) For purposes of this Paragraph (c), the terms “Cause”, “Good Reason” and “Change in Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights provided under this Paragraph (c) shall be subject to such additional requirements, including without limitation the execution of a release by Recipient, as shall be provided under the Employment Agreement.
Appears in 1 contract
Vesting of Restricted Stock. (a) Except as otherwise provided in Sections 2 2(b), 2(c), 2(d), 2(e) and 4 of this Agreement, the shares of Restricted Stock shall become vested in accordance with the Vesting Schedule set out in the Notice of Restricted Stock Grant and with the applicable provisions of the Plan and this Agreementhereof, provided that the Continuous Service continuous service of the Recipient continues through and on the applicable Vesting Date. , the shares of Restricted Stock shall become vested in the following amounts, at the following times and upon the following conditions: [number] [date] There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to each vesting dateVesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable vesting date. Upon the termination or cessation of Recipient’s Continuous Service, for any reason whatsoever, any portion of the Restricted Stock which has not vested, and which does not then become vested pursuant to this Section 2 shall automatically and without notice terminate, be forfeited and be and become null and voidVesting Date.
(b) [In the event that a Change in Control of the Company occurs during the Recipient's continuous service, the shares of Restricted Stock subject to this Agreement shall become immediately vested as of the date of the Change in Control.] [In the event that within [time period] following a Change in Control of the Company, the Recipient's employment is terminated by the Company without Cause or is terminated by the Recipient with Good Reason, the shares of Restricted Stock subject to this Agreement shall become immediately and fully vested as of the date of the Change in Control as of the date of such termination of employment, and shall be delivered, subject to any requirements under this Agreement, to the Recipient on the date of such termination of employment.]
(c) Notwithstanding any other term or provision of this Agreement, the Administrator shall be authorized, in its sole discretion, to accelerate the vesting of any shares of Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Administrator shall deem advisable.
(d) [In the event that the Recipient’s continuous service terminates by reason of the Recipient’s death, all of the shares of Restricted Stock subject to this Agreement shall be immediately vested as of the date of such death, and shall be delivered, subject to any mergerrequirements under this Agreement, consolidation to the beneficiary or other reorganization in which beneficiaries designated by the Company does not surviveRecipient, or in if the Recipient has not so designated any beneficiary(ies), or no designated beneficiary survives the Recipient, such shares shall be delivered to the personal representative of the Recipient’s estate.] [ In the event of any Change in Control, as defined in Section 2(h) that the Recipient’s continuous service terminates by reason of the PlanRecipient’s death, [____] of the shares of Restricted Stock may subject to this Agreement shall be dealt with in accordance with any immediately vested as of the following approachesdate of such death, as determined by the agreement effectuating the transaction or, if and to the extent not so determinedvested, as determined by the Plan Administrator: (a) the continuation of the grant of the Restricted Stock by the Company, if the Company is a surviving corporationshall be delivered, subject to any requirements under this Agreement, to the terms and conditions set forth hereinbeneficiary or beneficiaries designated by the Recipient, (b) or if the assumption Recipient has not so designated any beneficiary(ies), or substitution forno designated beneficiary survives the Recipient, as those terms are defined in Section 9(b)(iv) such shares shall be delivered to the personal representative of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting of the Restricted Stock, or (d) as otherwise determined by the Plan AdministratorRecipient’s estate.]
(c) Notwithstanding any other provision in this Agreement:
(i) If the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, any Non-Vested Shares shall continue to vest in accordance with the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement with the Company (the “Employment Agreement”) after the date of termination of Recipient’s employment, as though Recipient were to continue to be employed by the Company during such period.
(ii) If, during the period that begins 90 days prior to the effective date of a Change in Control and ends on the six month anniversary of the effective date of the Change in Control, the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, then any Non-Vested Shares will become fully vested upon the later of the effective date of the Change in Control or such termination of employment
(iiie) For purposes of this Paragraph (c)Agreement, the following terms “Cause”, “Good Reason” and “Change in Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights provided under this Paragraph (c) shall be subject to such additional requirements, including without limitation the execution of a release by Recipient, as shall be provided under the Employment Agreement.indicated:
Appears in 1 contract
Samples: Restricted Stock Agreement (Federated National Holding Co)
Vesting of Restricted Stock. (a) Except as otherwise provided On each anniversary of the Grant Date, the number of shares of Restricted Stock equal to fifty percent (50%) multiplied by the initial number of shares of Restricted Stock specified in Sections 2 and 4 this Agreement shall become nonforfeitable on a cumulative basis until all of the shares of Restricted Stock have become nonforfeitable, subject to the Participant's remaining in the continuous employ of the Company or one of its Subsidiaries. For purposes of this Agreement, the continuous employment of the Participant with the Company or one of its Subsidiaries shall not be deemed to have been interrupted, and the Participant shall not be deemed to have ceased to be an employee of the Company or one of its Subsidiaries, by reason of the transfer of the Participant's employment among the Company and its Subsidiaries or a leave of absence approved by the Board.
(b) Notwithstanding the provisions of Section 4(a), all of the shares of Restricted Stock shall immediately become vested in accordance with the Vesting Schedule set out nonforfeitable in the Notice event of Restricted Stock Grant (i) a Change in Control, or (ii) the Participant's retirement, death or permanent and with total disability while in the applicable provisions employ of the Plan and this Agreement, provided that the Continuous Service Company or one of the Recipient continues through and on the applicable Vesting Dateits Subsidiaries. There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to each vesting date, and all vesting of shares of Restricted Stock shall occur only on the applicable vesting date. Upon the termination or cessation of Recipient’s Continuous Service, for any reason whatsoever, any portion of the Restricted Stock which has not vested, and which does not then become vested pursuant to this Section 2 shall automatically and without notice terminate, be forfeited and be and become null and void.
(b) Notwithstanding any other term or provision For purposes of this Agreement, in the event term "retirement" shall mean the Participant's termination or resignation of any merger, consolidation or other reorganization in which the Company does not survive, or in the event of any Change in Control, as defined in Section 2(h) continuous employment of the Plan, the Restricted Stock may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Plan Administrator: (a) the continuation of the grant of the Restricted Stock by the Company, if the Company is a surviving corporation, subject to the terms and conditions set forth herein, (b) the assumption or substitution for, as those terms are defined in Section 9(b)(iv) of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting of the Restricted Stock, or (d) as otherwise determined by the Plan Administrator.
(c) Notwithstanding any other provision in this Agreement:
(i) If the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, any Non-Vested Shares shall continue to vest in accordance with the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement Participant with the Company (the “Employment Agreement”) or one of its Subsidiaries on or after the date Participant has attained an age at which the Participant qualifies for retirement under a pension plan of termination of Recipient’s employment, as though Recipient were to continue to be employed by the Company during such period.
(ii) Ifor one of its Subsidiaries; provided, during however, that should the period that begins 90 days prior to the effective date of Participant not be qualified for retirement under a Change in Control and ends on the six month anniversary pension plan of the effective date Company or one of its Subsidiaries at the Change in Control, the Company terminates Recipient’s employment without Cause (other than as a result time of Recipient’s death or disability) or Recipient resigns for Good Reason, then any Non-Vested Shares will become fully vested upon the later of the effective date of the Change in Control or such termination of employment
(iii) For or resignation, whether the Participant has retired for purposes of this Paragraph (c), the terms “Cause”, “Good Reason” and “Change in Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights provided under this Paragraph (c) Agreement shall be subject to determined in good faith by the Committee, and such additional requirements, including without limitation the execution of a release by Recipient, as determination shall be provided under the Employment Agreementfinal and binding on all persons.
Appears in 1 contract
Vesting of Restricted Stock. (a) Except as otherwise provided in Sections 2 2(b), 2(c), 2(d), 2(e) and 4 of this Agreement, the shares of Restricted Stock shall become vested in accordance with the Vesting Schedule set out in the Notice of Restricted Stock Grant and with the applicable provisions of the Plan and this Agreementhereof, provided that the Continuous Service continuous service of the Recipient continues through and on the applicable Vesting Date. , the shares of Restricted Stock shall become vested in the following amounts, at the following times and upon the following conditions: There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to each vesting dateVesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable vesting dateVesting Date. Upon the termination or cessation of Recipient’s Continuous Service, for any reason whatsoever, any portion of the Restricted Stock which has not vested, and which does not then become vested pursuant to this Section 2 shall automatically and without notice terminate, be forfeited and be and become null and void.
(b) [In the event that a Change in Control of the Company occurs during the Recipient's continuous service and the Recipient’s employment is terminated without Cause or for Good Reason within the [●]-month period following the Change in Control (a “Change in Control Termination”), the shares of Restricted Stock subject to this Agreement shall become immediately and fully vested as of the date of the Change in Control Termination, and shall be delivered, subject to any requirements under this Agreement, to the Recipient on the date of the Change in Control Termination.]
(c) Notwithstanding any other term or provision of this Agreement, the Administrator shall be authorized, in its sole discretion, to accelerate the vesting of any shares of Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Administrator shall deem advisable.
(d) In the event of any merger, consolidation or other reorganization in which that the Company does not survive, or in the event of any Change in Control, as defined in Section 2(h) Recipient’s continuous service terminates by reason of the PlanRecipient’s death, all of the shares of Restricted Stock may subject to this Agreement shall be dealt with in accordance with any immediately vested as of the following approachesdate of such death, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Plan Administrator: (a) the continuation of the grant of the Restricted Stock by the Company, if the Company is a surviving corporationshall be delivered, subject to any requirements under this Agreement, to the terms and conditions set forth hereinbeneficiary or beneficiaries designated by the Recipient, (b) or if the assumption Recipient has not so designated any beneficiary(ies), or substitution forno designated beneficiary survives the Recipient, as those terms are defined in Section 9(b)(iv) such shares shall be delivered to the personal representative of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting of the Restricted Stock, or (d) as otherwise determined by the Plan AdministratorRecipient’s estate.
(c) Notwithstanding any other provision in this Agreement:
(i) If the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, any Non-Vested Shares shall continue to vest in accordance with the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement with the Company (the “Employment Agreement”) after the date of termination of Recipient’s employment, as though Recipient were to continue to be employed by the Company during such period.
(ii) If, during the period that begins 90 days prior to the effective date of a Change in Control and ends on the six month anniversary of the effective date of the Change in Control, the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, then any Non-Vested Shares will become fully vested upon the later of the effective date of the Change in Control or such termination of employment
(iiie) For purposes of this Paragraph (c)Agreement, the following terms “Cause”, “Good Reason” and “Change in Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights provided under this Paragraph (c) shall be subject to such additional requirements, including without limitation the execution of a release by Recipient, as shall be provided under the Employment Agreement.indicated:
Appears in 1 contract
Samples: Restricted Stock Agreement (Federated National Holding Co)
Vesting of Restricted Stock. (a) Except as otherwise provided in Sections 2 2(b), 2(c), 2(d), 2(e) and 4 of this Agreement, the shares of Restricted Stock shall become vested in accordance with the Vesting Schedule set out in the Notice of Restricted Stock Grant and with the applicable provisions of the Plan and this Agreementhereof, provided that the Continuous Service of the Recipient continues through and on the applicable Vesting Date. Date the shares of Restricted Stock shall become vested in the following amounts, at the following times and upon the following conditions: There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to each vesting dateVesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable vesting date. Upon Vesting Date.
(b) [In the termination or cessation event that a Change in Control of the Company occurs during the Recipient’s Continuous Service, for any reason whatsoever, any portion following both (i) a Change in Control and (ii) termination of the Recipient’s employment without Cause or for Good Reason within a period of [●] months following the Change in Control (a “CIC Termination”), the shares of Restricted Stock which has not vested, and which does not then become vested pursuant subject to this Section 2 Agreement shall automatically and without notice terminatebecome immediately vested as of the date of the CIC Termination.] [Such restricted stock shall be delivered, be forfeited and be and become null and voidsubject to any requirements under this Agreement, to the Recipient on the date of such termination of employment.]
(bc) Notwithstanding any other term or provision of this Agreement, the Board or the Committee shall be authorized, in its sole discretion, to accelerate the vesting of any shares of Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Board or the Committee shall deem advisable.
(d) [In the event that the Recipient’s Continuous Service terminates by reason of the Recipient’s death, all of the shares of Restricted Stock subject to this Agreement shall be immediately vested as of the date of such death, and shall be delivered, subject to any mergerrequirements under this Agreement, consolidation to the beneficiary or other reorganization in which beneficiaries designated by the Company does not surviveRecipient, or in if the Recipient has not so designated any beneficiary(ies), or no designated beneficiary survives the Recipient, such shares shall be delivered to the personal representative of the Recipient’s estate.] [In the event of any Change in Control, as defined in Section 2(h) that the Recipient’s Continuous Service terminates by reason of the PlanRecipient’s death, [●] of the shares of Restricted Stock may subject to this Agreement shall be dealt with in accordance with any immediately vested as of the following approachesdate of such death, as determined by the agreement effectuating the transaction or, if and to the extent not so determinedvested, as determined by the Plan Administrator: (a) the continuation of the grant of the Restricted Stock by the Company, if the Company is a surviving corporationshall be delivered, subject to any requirements under this Agreement, to the terms and conditions set forth hereinbeneficiary or beneficiaries designated by the Recipient, (b) or if the assumption Recipient has not so designated any beneficiary(ies), or substitution forno designated beneficiary survives the Recipient, as those terms are defined in Section 9(b)(iv) such shares shall be delivered to the personal representative of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting of the Restricted Stock, or (d) as otherwise determined by the Plan AdministratorRecipient’s estate.]
(c) Notwithstanding any other provision in this Agreement:
(i) If the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, any Non-Vested Shares shall continue to vest in accordance with the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement with the Company (the “Employment Agreement”) after the date of termination of Recipient’s employment, as though Recipient were to continue to be employed by the Company during such period.
(ii) If, during the period that begins 90 days prior to the effective date of a Change in Control and ends on the six month anniversary of the effective date of the Change in Control, the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, then any Non-Vested Shares will become fully vested upon the later of the effective date of the Change in Control or such termination of employment
(iiie) For purposes of this Paragraph (c)Agreement, the following terms “Cause”, “Good Reason” and “Change in Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights provided under this Paragraph (c) shall be subject to such additional requirements, including without limitation the execution of a release by Recipient, as shall be provided under the Employment Agreement.indicated:
Appears in 1 contract
Samples: Restricted Stock Agreement (Perry Ellis International, Inc)
Vesting of Restricted Stock. (a) Except as otherwise provided in Sections 2 2(b), [2(c),] 2(d), and 4 of this Agreementhereof, the shares of Restricted Stock shall become vested in accordance with the Vesting Schedule set out in following amounts, at the Notice of Restricted Stock Grant following times and with upon the applicable provisions of the Plan and this Agreementfollowing conditions, provided that the Continuous Service of the Recipient continues through and on the applicable Vesting Date. : Number of Shares of Restricted Stock Vesting Date [ XXX ] [ DATE ] [ XXX ] [ DATE ] [ XXX ] [ DATE ] There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to each vesting dateVesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable vesting date. Upon Vesting Date.
(b) In the termination or cessation event that a Change in Control of the Company occurs during the Recipient’s Continuous Service, for any reason whatsoever, any portion the shares of Restricted Stock subject to this Agreement shall become immediately vested as of the Restricted Stock which has not vested, and which does not then become vested pursuant to this Section 2 shall automatically and without notice terminate, be forfeited and be and become null and voiddate of the Change in Control.
(bc) In the event that the Recipient’s Continuous Service terminates by reason of the Recipient’s Disability or death, all of the shares of Restricted Stock subject to this Agreement shall be immediately vested as of the date of such Disability or death, whichever is applicable, and shall be delivered, subject to any requirements under this Agreement, to the Recipient, in the event of his or her Disability, or in the event of the Recipient’s death, to the beneficiary or beneficiaries designated by the Recipient, or if the Recipient has not so designated any beneficiary(ies), or no designated beneficiary survives the Recipient, such shares shall be delivered to the personal representative of the Recipient’s estate.
(d) Notwithstanding any other term or provision of this Agreement, the Board or the Committee shall be authorized, in the event of any mergerits sole discretion, consolidation or other reorganization in which the Company does not survive, or in the event of any Change in Control, as defined in Section 2(h) based upon its review and evaluation of the Plan, the Restricted Stock may be dealt with in accordance with any performance of the following approaches, as determined by the agreement effectuating the transaction or, if Recipient and to the extent not so determined, as determined by the Plan Administrator: (a) the continuation of the grant of the Restricted Stock by the Company, if to accelerate the Company is a surviving corporationvesting of any shares of Restricted Stock under this Agreement, subject to the at such times and upon such terms and conditions set forth herein, (b) as the assumption Board or substitution for, as those terms are defined in Section 9(b)(iv) of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting of the Restricted Stock, or (d) as otherwise determined by the Plan AdministratorCommittee shall deem advisable.
(c) Notwithstanding any other provision in this Agreement:
(i) If the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, any Non-Vested Shares shall continue to vest in accordance with the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement with the Company (the “Employment Agreement”) after the date of termination of Recipient’s employment, as though Recipient were to continue to be employed by the Company during such period.
(ii) If, during the period that begins 90 days prior to the effective date of a Change in Control and ends on the six month anniversary of the effective date of the Change in Control, the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, then any Non-Vested Shares will become fully vested upon the later of the effective date of the Change in Control or such termination of employment
(iiie) For purposes of this Paragraph (c)Agreement, the following terms “Cause”, “Good Reason” and “Change in Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights provided under this Paragraph (c) shall be subject to such additional requirements, including without limitation the execution of a release by Recipient, as shall be provided under the Employment Agreement.indicated:
Appears in 1 contract
Samples: Restricted Stock Agreement (Terremark Worldwide Inc)
Vesting of Restricted Stock. (a) Except as otherwise provided in Sections 2 2(b), 2(c), 2(d), 2(e) and 4 of this Agreement, the shares of Restricted Stock shall become vested in accordance with the Vesting Schedule set out in the Notice of Restricted Stock Grant and with the applicable provisions of the Plan and this Agreementhereof, provided that the Continuous Service of the Recipient continues through and on the applicable Vesting Date. Date the shares of Restricted Stock shall become vested in the following amounts, at the following times and upon the following conditions: Number of Shares of Restricted Stock Vesting Date [number] [date] There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to each vesting dateVesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable vesting date. Upon Vesting Date.
(b) [In the termination or cessation event that a Change in Control of the Company occurs during the Recipient’s Continuous Service, for any reason whatsoever, any portion the shares of Restricted Stock subject to this Agreement shall become immediately vested as of the date of the Change in Control.] [In the event that within [time period] following a Change in Control of the Company, the Recipient’s employment is terminated by the Company without Cause or is terminated by the Recipient with Good Reason, the Shares of Restricted Stock which has not vestedsubject to this Agreement shall become immediately and fully vested as of the date of the Change in Control as of the date of such termination of employment, and which does not then become vested pursuant shall be delivered, subject to any requirements under this Section 2 shall automatically and without notice terminateAgreement, be forfeited and be and become null and voidto the Recipient on the date of such termination of employment.]
(bc) Notwithstanding any other term or provision of this Agreement, the Board or the Committee shall be authorized, in its sole discretion, to accelerate the vesting of any shares of Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Board or the Committee shall deem advisable.
(d) [In the event that the Recipient’s Continuous Service terminates by reason of the Recipient’s death, all of the shares of Restricted Stock subject to this Agreement shall be immediately vested as of the date of such death, and shall be delivered, subject to any mergerrequirements under this Agreement, consolidation to the beneficiary or other reorganization in which beneficiaries designated by the Company does not surviveRecipient, or in if the Recipient has not so designated any beneficiary(ies), or no designated beneficiary survives the Recipient, such shares shall be delivered to the personal representative of the Recipient’s estate.] [In the event of any Change in Control, as defined in Section 2(h) that the Recipient’s Continuous Service terminates by reason of the PlanRecipient’s death, [ ] of the shares of Restricted Stock may subject to this Agreement shall be dealt with in accordance with any immediately vested as of the following approachesdate of such death, as determined by the agreement effectuating the transaction or, if and to the extent not so determinedvested, as determined by the Plan Administrator: (a) the continuation of the grant of the Restricted Stock by the Company, if the Company is a surviving corporationshall be delivered, subject to any requirements under this Agreement, to the terms and conditions set forth hereinbeneficiary or beneficiaries designated by the Recipient, (b) or if the assumption Recipient has not so designated any beneficiary(ies), or substitution forno designated beneficiary survives the Recipient, as those terms are defined in Section 9(b)(iv) such shares shall be delivered to the personal representative of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting of the Restricted Stock, or (d) as otherwise determined by the Plan AdministratorRecipient’s estate.]
(c) Notwithstanding any other provision in this Agreement:
(i) If the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, any Non-Vested Shares shall continue to vest in accordance with the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement with the Company (the “Employment Agreement”) after the date of termination of Recipient’s employment, as though Recipient were to continue to be employed by the Company during such period.
(ii) If, during the period that begins 90 days prior to the effective date of a Change in Control and ends on the six month anniversary of the effective date of the Change in Control, the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, then any Non-Vested Shares will become fully vested upon the later of the effective date of the Change in Control or such termination of employment
(iiie) For purposes of this Paragraph (c)Agreement, the following terms “Cause”, “Good Reason” and “Change in Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights provided under this Paragraph (c) shall be subject to such additional requirements, including without limitation the execution of a release by Recipient, as shall be provided under the Employment Agreement.indicated:
Appears in 1 contract
Samples: Restricted Stock Agreement (Perry Ellis International Inc)
Vesting of Restricted Stock. (a) Except as otherwise provided The restrictions and conditions in Sections Paragraph 2 and 4 of this AgreementAgreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date. Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock shall become vested Stock. The Administrator may at any time accelerate the vesting schedule specified in accordance this Paragraph 3. Notwithstanding the foregoing, (i) if the Grantee’s employment with the Vesting Schedule set out in Company and its Subsidiaries is terminated due to the Notice of Restricted Stock Grant and with Grantee’s death or disability (as determined by the applicable provisions of Administrator) prior to the Plan and this Agreement, provided that the Continuous Service of the Recipient continues through and on the applicable Vesting Date. There shall be no proportionate or partial vesting of shares of Restricted Stock in granted herein, all restrictions shall lapse and such shares shall automatically become fully vested; (ii) if the Grantee’s employment with the Company and its Subsidiaries is terminated by the Company or during its Subsidiary without Cause (as defined below) the months, days or periods prior to each vesting date, Grantee shall be immediately vested and all vesting restrictions shall lapse with respect to a pro-rated portion of shares this Award, calculated based on the number of Restricted Stock shall occur only on days during the applicable vesting date. Upon period(s) from the termination Grant Date through the date of termination; (iii) notwithstanding Sections 3(c) or cessation of Recipient’s Continuous Service, for any reason whatsoever, any portion 19 of the Restricted Stock which has not vestedPlan, and which does not then become vested pursuant to this Section 2 shall automatically notwithstanding the provisions of any employment or other agreement between the Grantee and without notice terminate, be forfeited and be and become null and void.
(b) Notwithstanding the Company or any other term or provision Subsidiary that is in effect as of this Agreementthe date hereof, in the event that (x) a Change of any mergerControl (as defined in Section 19 of the Plan) or Sale Event (as defined in Section 3(c) of the Plan) occurs under which this Award is assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor (in accordance with Section 3(c) of the Plan), consolidation or other reorganization in which and (y) the Grantee’s employment by the Company does not surviveor a Subsidiary (or such successor in the Change of Control or Sale Event) is terminated without Cause (as defined below) within 24 months following the effective date of such Change of Control or Sale Event, or then, any restrictions and conditions on shares of Stock subject to this Award shall lapse and this Award shall automatically become fully vested as of the date of such termination; and (iv) in the event of a Change of Control or Sale Event under which this Award is not assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor, any Change in Controlrestrictions and conditions on shares of Stock subject to this Award shall lapse and this Award shall automatically become fully vested, as defined in Section 2(h) subject to the provisions of the Plan, the Restricted Stock may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Plan Administrator: (a) the continuation of the grant of the Restricted Stock by the Company, if the Company is a surviving corporation, subject to the terms and conditions set forth herein, (b) the assumption or substitution for, as those terms are defined in Section 9(b)(iv) of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting of the Restricted Stock, or (d) as otherwise determined by the Plan Administrator.
(c) Notwithstanding any other provision in this Agreement:
(i) If the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, any Non-Vested Shares shall continue to vest in accordance with the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement with the Company (the “Employment Agreement”) after the date of termination of Recipient’s employment, as though Recipient were to continue to be employed by the Company during such period.
(ii) If, during the period that begins 90 days prior to the effective date of a Change in Control and ends on the six month anniversary of the effective date time of such Change of Control or Sale Event. The Administrator’s determination of the Change in Control, reason for termination of the Company terminates RecipientGrantee’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, then any Non-Vested Shares will become fully vested upon the later of the effective date of the Change in Control or such termination of employment
(iii) For purposes of this Paragraph (c), the terms “Cause”, “Good Reason” and “Change in Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights provided under this Paragraph (c) shall be subject to such additional requirements, including without limitation conclusive and binding on the execution of a release by Recipient, as shall be provided under the Employment AgreementGrantee and his or her representatives or legatees.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Boston Private Financial Holdings Inc)
Vesting of Restricted Stock. (a) Except as otherwise provided The restrictions and conditions in Sections Paragraph 2 and 4 of this AgreementAgreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date. Numberof Shares Vested Vesting Date Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock shall become vested Stock. The Administrator may at any time accelerate the vesting schedule specified in accordance this Paragraph 3. Notwithstanding the foregoing, (i) if the Grantee’s employment with the Vesting Schedule set out in Company and its Subsidiaries is terminated due to the Notice of Restricted Stock Grant and with Grantee’s death or disability (as determined by the applicable provisions of Administrator) prior to the Plan and this Agreement, provided that the Continuous Service of the Recipient continues through and on the applicable Vesting Date. There shall be no proportionate or partial vesting of shares of Restricted Stock in granted herein, all restrictions shall lapse and such shares shall automatically become fully vested; (ii) if the Grantee’s employment with the Company and its Subsidiaries is terminated by the Company or during its Subsidiary without Cause (as defined below) the months, days or periods prior to each vesting date, Grantee shall be immediately vested and all vesting restrictions shall lapse with respect to a pro-rated portion of shares this Award, calculated based on the number of Restricted Stock shall occur only on days during the applicable vesting date. Upon period(s) from the termination Grant Date through the date of termination; (iii) notwithstanding Sections 3(c) or cessation of Recipient’s Continuous Service, for any reason whatsoever, any portion 19 of the Restricted Stock which has not vestedPlan, and which does not then become vested pursuant to this Section 2 shall automatically notwithstanding the provisions of any employment or other agreement between the Grantee and without notice terminate, be forfeited and be and become null and void.
(b) Notwithstanding the Company or any other term or provision Subsidiary that is in effect as of this Agreementthe date hereof, in the event that (x) a Change of any mergerControl (as defined in Section 19 of the Plan) or Sale Event (as defined in Section 3(c) of the Plan) occurs under which this Award is assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor (in accordance with Section 3(c) of the Plan), consolidation or other reorganization in which and (y) the Grantee’s employment by the Company does not surviveor a Subsidiary (or such successor in the Change of Control or Sale Event) is terminated without Cause (as defined below) within 24 months following the effective date of such Change of Control or Sale Event, or then, any restrictions and conditions on shares of Stock subject to this Award shall lapse and this Award shall automatically become fully vested as of the date of such termination; and (iv) in the event of a Change of Control or Sale Event under which this Award is not assumed or continued by the successor entity in such Change of Control or Sale Event or substituted with a new award of such successor, any Change in Controlrestrictions and conditions on shares of Stock subject to this Award shall lapse and this Award shall automatically become fully vested, as defined in Section 2(h) subject to the provisions of the Plan, the Restricted Stock may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Plan Administrator: (a) the continuation of the grant of the Restricted Stock by the Company, if the Company is a surviving corporation, subject to the terms and conditions set forth herein, (b) the assumption or substitution for, as those terms are defined in Section 9(b)(iv) of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting of the Restricted Stock, or (d) as otherwise determined by the Plan Administrator.
(c) Notwithstanding any other provision in this Agreement:
(i) If the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, any Non-Vested Shares shall continue to vest in accordance with the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement with the Company (the “Employment Agreement”) after the date of termination of Recipient’s employment, as though Recipient were to continue to be employed by the Company during such period.
(ii) If, during the period that begins 90 days prior to the effective date of a Change in Control and ends on the six month anniversary of the effective date time of such Change of Control or Sale Event. The Administrator’s determination of the Change in Control, reason for termination of the Company terminates RecipientGrantee’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, then any Non-Vested Shares will become fully vested upon the later of the effective date of the Change in Control or such termination of employment
(iii) For purposes of this Paragraph (c), the terms “Cause”, “Good Reason” and “Change in Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights provided under this Paragraph (c) shall be subject to such additional requirements, including without limitation conclusive and binding on the execution of a release by Recipient, as shall be provided under the Employment AgreementGrantee and his or her representatives or legatees.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Boston Private Financial Holdings Inc)
Vesting of Restricted Stock. (a) Except as otherwise provided in Sections 2 and 4 and Schedule A hereof, 100% of this Agreement, the shares of Restricted Stock shall become vested in accordance with the Vesting Schedule set out in the Notice of Restricted Stock Grant and with the applicable provisions of the Plan and this Agreement, provided that the Continuous Service of the Recipient continues through and on including January 5, 2011 (the applicable “Vesting Date”). There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to each vesting dateVesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable vesting dateVesting Date. Upon the termination or cessation of Recipient’s Continuous Service, for any reason whatsoever, any portion of the Restricted Stock which has is not yet then vested, and which does not then become vested pursuant to this Section 2 2, shall automatically and without notice terminate, be forfeited and be and become null and void.
(b) Notwithstanding any other term or provision of this Agreement, in the event of any merger, consolidation or other reorganization in which the Company does not survive, or in the event of any Change in Control, as defined in Section 2(h9(b) of the Plan, the Restricted Stock may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Plan AdministratorCommittee: (a) the continuation of the grant of the Restricted Stock by the Company, if the Company is a surviving corporation, subject to the terms and conditions set forth herein, (b) the assumption or substitution for, as those terms are defined in Section 9(b)(iv) of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting of the Restricted Stock, or (d) as otherwise determined settlement of the value of the Restricted Stock in cash or cash equivalents or other property followed by cancellation of the Plan AdministratorRestricted Stock.
(c) Notwithstanding any other provision the foregoing, if, prior to the Vesting Date and within twelve months after a Change in this Agreement:
Control of the Company, the Recipient’s Continuous Service is terminated (i) If by the Company terminates Recipient’s employment or a Related Entity without Cause Cause, or (other than as a result of Recipient’s death or disabilityii) or by the Recipient resigns for Good ReasonReason then, any Non-Vested Shares the shares of Restricted Stock subject to this Agreement shall continue to vest in accordance with the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement with the Company (the “Employment Agreement”) after become immediately vested as of the date of the termination of Recipient’s employment, as though Recipient were to continue to be employed by the Company during such periodContinuous Service.
(ii) If, during the period that begins 90 days prior to the effective date of a Change in Control and ends on the six month anniversary of the effective date of the Change in Control, the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, then any Non-Vested Shares will become fully vested upon the later of the effective date of the Change in Control or such termination of employment
(iiid) For purposes of this Paragraph (c)Agreement, the following terms “Cause”, “Good Reason” and “Change in Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights provided under this Paragraph (c) shall be subject to such additional requirements, including without limitation the execution of a release by Recipient, as shall be provided under the Employment Agreement.indicated:
Appears in 1 contract
Samples: Restricted Stock Agreement (Comstock Homebuilding Companies, Inc.)
Vesting of Restricted Stock. (a) Except as otherwise provided in Sections 2 and 4 of this Agreement, the shares of Restricted Stock shall become vested in accordance with the Vesting Schedule set out in the Notice of Restricted Stock Grant and with the applicable provisions of the Plan and this Agreement, provided that the Continuous Service of the Recipient continues through and on the applicable Vesting Date. There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to each vesting date, and all vesting of shares of Restricted Stock shall occur only on the applicable vesting date. Upon the termination or cessation of Recipient’s Continuous Service, for any reason whatsoever, any portion of the Restricted Stock which has not vested, and which does not then become vested pursuant to this Section 2 shall automatically and without notice terminate, be forfeited and be and become null and void.
(b) Notwithstanding any other term or provision of this Agreement, in the event of any merger, consolidation or other reorganization in which the Company does not survive, or in the event of any Change in Control, as defined in Section 2(h) of the Plan, the Restricted Stock may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Plan Administrator: (a) the continuation of the grant of the Restricted Stock by the Company, if the Company is a surviving corporation, subject to the terms and conditions set forth herein, (b) the assumption or substitution for, as those terms are defined in Section 9(b)(iv) of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting of the Restricted Stock, or (d) as otherwise determined by the Plan Administrator.
(c) . Notwithstanding any other provision in this Agreement:
(i) If the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reasonforegoing, any Non-Vested Shares shall continue to vest immediately following a Change in accordance with the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement with the Company (the “Employment Agreement”) after the date of termination of Recipient’s employment, as though Recipient were to continue to be employed by the Company during such periodControl.
(ii) If, during the period that begins 90 days prior to the effective date of a Change in Control and ends on the six month anniversary of the effective date of the Change in Control, the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, then any Non-Vested Shares will become fully vested upon the later of the effective date of the Change in Control or such termination of employment
(iiic) For purposes of this Paragraph (c)Agreement, the following terms “Cause”, “Good Reason” and “Change in Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights provided under this Paragraph (c) shall be subject to such additional requirements, including without limitation the execution of a release by Recipient, as shall be provided under the Employment Agreement.indicated:
Appears in 1 contract
Vesting of Restricted Stock. (a) Except as otherwise provided in Sections 2 and 4 of this Agreement, the shares of Restricted Stock shall become vested in accordance with the Vesting Schedule set out in the Notice of Restricted Stock Grant and with the applicable provisions of the Plan and this Agreement, provided that the Continuous Service of the Recipient continues through and on the applicable Vesting Date. There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to each vesting date, and all vesting of shares of Restricted Stock shall occur only on the applicable vesting date. Upon the termination or cessation of Recipient’s Continuous Service, for any reason whatsoever, any portion All of the Restricted Stock covered by this Agreement shall become nonforfeitable on the fourth anniversary of the Date of Grant, which has not vestedsuch date will be , and which does not then become vested pursuant to this Section 2 if the Grantee shall automatically and without notice terminate, be forfeited and be and become null and voidhave remained in the continuous employ of the Company or a Subsidiary during that four-year period.
(b) [Notwithstanding any other term or provision the provisions of this AgreementArticle II, in the event of any mergerSection 3(a), consolidation or other reorganization in which the Company does not survive, or in the event of any Change in Control, as defined in Section 2(h(i) of the Plan, the Restricted Stock may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Plan Administrator: (a) the continuation of the grant all of the Restricted Stock covered by this Agreement shall immediately become nonforfeitable if (A) the Grantee is age 60 or greater with at least ten years of service with the Company on the Date of Grant or (B) while the Grantee is employed by the CompanyCompany or a Subsidiary, if the Grantee turns age 60 with at least ten years of service with the Company is a surviving corporationat any time during the four-year period from the Date of Grant (the applicable date in (A) or (B), subject the “Age 60 Vesting Date”) and (ii) as of the Age 60 Vesting Date, the restrictions set forth in Article II, Section 2 shall lapse with respect to 50% of such Restricted Stock and the restrictions set forth in Article II, Section 2 shall lapse with respect to the terms and conditions remaining 50% of such Restricted Stock as of the earlier of the date set forth hereinin Article II, (bSection 3(a) or the assumption or substitution for, as those terms are defined in Section 9(b)(iv) occurrence of the Planapplicable vesting event set forth in Article II, the Restricted Stock by the surviving corporation or its parent or subsidiary, (cSection 3(c) full vesting of the Restricted Stock, or (d) as otherwise determined by the Plan Administrator).] 1
(c) Notwithstanding any other provision in the provisions of Article II, Section 3(a) or (b), all of the Restricted Stock covered by this Agreement:
Agreement shall immediately become nonforfeitable or transferable, as applicable, if (i) If the Company terminates Recipient’s employment without Cause Grantee dies or becomes permanently disabled during the four-year period from the Date of Grant or (other than as ii) a result Change in Control occurs during the four-year period from the Date of Recipient’s death or disability) or Recipient resigns for Good Reason, any Non-Vested Shares shall continue to vest in accordance with Grant while the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement with the Company (the “Employment Agreement”) after the date of termination of Recipient’s employment, as though Recipient were to continue to be Grantee is employed by the Company during such periodor a Subsidiary.
(iid) IfNotwithstanding the provisions of Article II, during Section 3(a) or (b), if the period that begins 90 days prior to Grantee leaves the effective date of a Change in Control and ends on the six month anniversary employ of the effective date Company or a Subsidiary within four years from the Date of Grant under circumstances determined by the Committee to be for the convenience of the Change in ControlCompany, the Company terminates Recipient’s employment without Cause (other than Committee may, when and as a result of Recipient’s death or disability) or Recipient resigns for Good Reasonpermitted by the Plan, then any Non-Vested Shares will become fully vested upon the later determine that all of the effective date of the Change in Control Restricted Stock covered by this Agreement shall become nonforfeitable or such termination of employment
(iii) For purposes of this Paragraph (c), the terms “Cause”, “Good Reason” and “Change in Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights provided under this Paragraph (c) shall be subject to such additional requirements, including without limitation the execution of a release by Recipienttransferable, as shall be provided under the Employment Agreementapplicable.
Appears in 1 contract
Vesting of Restricted Stock. (a) Except as otherwise provided On each anniversary of the Grant Date, the number of shares of Restricted Stock equal to _______ multiplied by the initial number of shares of Restricted Stock specified in Sections 2 and 4 this Agreement shall become nonforfeitable on a cumulative basis until all of the shares of Restricted Stock have become nonforfeitable, subject to the Participant's remaining in the continuous employ of the Company or one of its Subsidiaries. For purposes of this Agreement, the continuous employment of the Participant with the Company or one of its Subsidiaries shall not be deemed to have been interrupted, and the Participant shall not be deemed to have ceased to be an employee of the Company or one of its Subsidiaries, by reason of the transfer of the Participant's employment among the Company and its Subsidiaries or a leave of absence approved by the Board.
(b) Notwithstanding the provisions of Section 4(a), all of the shares of Restricted Stock shall immediately become vested in accordance with the Vesting Schedule set out nonforfeitable in the Notice event of Restricted Stock Grant (i) a Change in Control, or (ii) the Participant's retirement, death or permanent and with total disability while in the applicable provisions employ of the Plan and this Agreement, provided that the Continuous Service Company or one of the Recipient continues through and on the applicable Vesting Dateits Subsidiaries. There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to each vesting date, and all vesting of shares of Restricted Stock shall occur only on the applicable vesting date. Upon the termination or cessation of Recipient’s Continuous Service, for any reason whatsoever, any portion of the Restricted Stock which has not vested, and which does not then become vested pursuant to this Section 2 shall automatically and without notice terminate, be forfeited and be and become null and void.
(b) Notwithstanding any other term or provision For purposes of this Agreement, in the event term "retirement" shall mean the Participant's termination or resignation of any merger, consolidation or other reorganization in which the Company does not survive, or in the event of any Change in Control, as defined in Section 2(h) continuous employment of the Plan, the Restricted Stock may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Plan Administrator: (a) the continuation of the grant of the Restricted Stock by the Company, if the Company is a surviving corporation, subject to the terms and conditions set forth herein, (b) the assumption or substitution for, as those terms are defined in Section 9(b)(iv) of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting of the Restricted Stock, or (d) as otherwise determined by the Plan Administrator.
(c) Notwithstanding any other provision in this Agreement:
(i) If the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, any Non-Vested Shares shall continue to vest in accordance with the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement Participant with the Company (the “Employment Agreement”) or one of its Subsidiaries on or after the date Participant has attained an age at which the Participant qualifies for retirement under a pension plan of termination of Recipient’s employment, as though Recipient were to continue to be employed by the Company during such period.
(ii) Ifor one of its Subsidiaries; provided, during however, that should the period that begins 90 days prior to the effective date of Participant not be qualified for retirement under a Change in Control and ends on the six month anniversary pension plan of the effective date Company or one of its Subsidiaries at the Change in Control, the Company terminates Recipient’s employment without Cause (other than as a result time of Recipient’s death or disability) or Recipient resigns for Good Reason, then any Non-Vested Shares will become fully vested upon the later of the effective date of the Change in Control or such termination of employment
(iii) For or resignation, whether the Participant has retired for purposes of this Paragraph (c), the terms “Cause”, “Good Reason” and “Change in Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights provided under this Paragraph (c) Agreement shall be subject to determined in good faith by the Committee, and such additional requirements, including without limitation the execution of a release by Recipient, as determination shall be provided under the Employment Agreementfinal and binding on all persons.
Appears in 1 contract
Vesting of Restricted Stock. (a) Except The Restricted Stock covered by this Agreement shall become nonforfeitable (“Vest”) in substantially equal installments on each of the first three anniversaries of the Date of Grant, provided that the Grantee remains in the continuous service of the Company or a Subsidiary through each such date (each such date, a “Vesting Date”). Any shares of Restricted Stock that do not so Vest will be forfeited, including, except as otherwise provided in Sections 2 and 4 Section 4(b) or Section 4(c) below, if the Grantee ceases to remain in continuous service with the Company or a Subsidiary prior to the third Vesting Date. For purposes of this Agreement, “continuous service” means that the shares of Restricted Stock shall become vested in accordance Grantee’s service with the Vesting Schedule set out Company or any Subsidiary, whether as an employee, director or consultant, is not interrupted or terminated. For the avoidance of doubt, the continuous service of the Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be in the Notice of Restricted Stock Grant and with the applicable provisions service of the Plan and this AgreementCompany or any Subsidiary, provided that by reason of (i) the Continuous Service transfer of the Recipient continues through Grantee’s service among the Company and on any of its Subsidiaries or (ii) the applicable Vesting Date. There shall be no proportionate Grantee’s absence or partial vesting of shares of Restricted Stock in leave, which has been approved by the Board or during the months, days or periods prior to each vesting date, and all vesting of shares of Restricted Stock shall occur only on the applicable vesting date. Upon the termination or cessation of Recipient’s Continuous Service, for any reason whatsoever, any portion a duly authorized officer of the Restricted Stock which has not vested, and which does not then become vested pursuant to this Section 2 shall automatically and without notice terminate, be forfeited and be and become null and voidCompany or any of its Subsidiaries.
(b) Notwithstanding Section 4(a) above, the Restricted Stock shall Vest upon the occurrence of any other term of the following events at a time when the Restricted Stock has not been forfeited (to the extent the Restricted Stock has not previously become Vested) in the following manner:
(i) all of the Restricted Stock shall Vest if the Grantee’s continuous service is terminated as a result of the Grantee’s death or provision of this Agreement, Disability prior to any Vesting Date; and
(ii) in the event of any merger, consolidation or other reorganization in which the Company does not survive, or in the event of any a Change in Control, as defined in Section 2(h) of the PlanControl that occurs prior to any Vesting Date, the Restricted Stock may be dealt with shall become Vested in accordance with any of the following approaches, as determined by the agreement effectuating the transaction orSection 4(c) below.
(i) Notwithstanding Section 4(a) above, if and to the extent not so determined, as determined by the Plan Administrator: (a) the continuation of the grant of the Restricted Stock by the Company, if the Company is at any time before a surviving corporation, subject to the terms and conditions set forth herein, (b) the assumption Vesting Date or substitution for, as those terms are defined in Section 9(b)(iv) of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting forfeiture of the Restricted Stock, or (d) as otherwise determined by and while the Plan Administrator.
(c) Notwithstanding any other provision Grantee remains in this Agreement:
(i) If the continuous service with the Company terminates Recipient’s employment without Cause (other than as or a result Subsidiary, a Change in Control occurs, then all of Recipient’s death or disability) or Recipient resigns for Good Reasonthe Restricted Stock shall become Vested, any Non-Vested Shares shall continue except to vest the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(c)(ii) to continue, replace or assume the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement with the Company Restricted Stock covered by this Agreement (the “Employment AgreementReplaced Award”) after the date of termination of Recipient’s employment, as though Recipient were to continue to be employed by the Company during such period).
(ii) IfFor purposes of this Agreement, during a “Replacement Award” means an award (A) of the period same type (e.g., time-based restricted stock) as the Replaced Award, (B) that begins 90 days prior has a value at least equal to the effective date value of a the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control and ends on or another entity that is affiliated with the six month anniversary of the effective date of Company or its successor following the Change in Control, (D) if the Company terminates Recipient’s employment without Cause (other Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, then any Non-Vested Shares will become fully vested upon the later tax consequences of the effective date Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control or such termination of employment
(iii) For purposes of this Paragraph (c)Control, the terms “Cause”, “Good Reason” and “Change in Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights provided under this Paragraph (c) shall be subject to such additional requirements, including without limitation the execution of a release by Recipient, as shall be provided under the Employment Agreementits sole discretion.
Appears in 1 contract
Samples: Restricted Stock Agreement (Mercantil Bank Holding Corp)
Vesting of Restricted Stock. (a) Except as otherwise provided in Sections 2 and 4 of this Agreement, the shares of Restricted Stock shall become vested in accordance with the Vesting Schedule set out in the Notice of Restricted Stock Grant and with the applicable provisions of the Plan and this Agreement, provided that the Continuous Service of the Recipient continues through and on the applicable Vesting Date. There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to each vesting date, and all vesting of shares of Restricted Stock shall occur only on the applicable vesting date. Upon the termination or cessation of Recipient’s Continuous Service, for any reason whatsoever, any portion of the Restricted Stock which has not vested, and which does not then become vested pursuant to this Section 2 shall automatically and without notice terminate, be forfeited and be and become null and void.
(b) Notwithstanding any other term or provision of this Agreement, in the event of any merger, consolidation or other reorganization in which the Company does not survive, or in the event of any Change in Control, as defined in Section 2(h) of the Plan, the Restricted Stock may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Plan Administrator: (a) the continuation of the grant of the Restricted Stock by the Company, if the Company is a surviving corporation, subject to the terms and conditions set forth herein, (b) the assumption or substitution for, as those terms are defined in Section 9(b)(iv) of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting of the Restricted Stock, or (d) as otherwise determined by the Plan Administrator.
(c) Notwithstanding any other provision in this Agreement:
(i) If , if, within the 12 month period following the effective date of a Change in Control, the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, as such terms are defined in the employment agreement between the Company and Recipient or the Plan if no such employment agreement exists, then the Non-Vested Shares will become fully vested upon such termination of employment. If Recipient resigns for any reason in the seventh month following the month in which a Change in Control occurs, then the Non-Vested Shares will become fully vested upon such termination of employment (the accelerated vesting described in this Section 2(c) only applies if such resignation occurs in the seventh month and no other month). If the Company terminates Recipient’s employment without Cause (other than as a result of your death or disability) or Recipient resigns for Good Reason, any Non-Vested Shares shall continue to vest in accordance with the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement with the Company (the “Employment Agreement”) after the date of termination of Recipient’s your employment, as though Recipient you were to continue to be employed by the Company during such that period.
(ii) If, during the period that begins 90 days prior to the effective date of a Change in Control and ends on the six month anniversary of the effective date of the Change in Control, the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, then any Non-Vested Shares will become fully vested upon the later of the effective date of the Change in Control or such termination of employment
(iii) For purposes of this Paragraph (c), the terms “Cause”, “Good Reason” and “Change in Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights provided under this Paragraph (c) shall be subject to such additional requirements, including without limitation the execution of a release by Recipient, as shall be provided under the Employment Agreement.
Appears in 1 contract
Vesting of Restricted Stock. (a) Except as otherwise provided in Sections 2 and 4 of this Agreementand Schedule A hereof, the shares of Restricted Stock shall become vested in accordance with the Vesting Schedule set out in following amounts, at the Notice of Restricted Stock Grant following times and with upon the applicable provisions of the Plan and this Agreementfollowing conditions, provided that the Continuous Service of the Recipient continues through and on the applicable Vesting Date. : Number of Shares of Restricted Stock Vesting Date [ ] [ ] [ ] [ ] There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to each vesting dateVesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable vesting dateVesting Date. Upon the termination or cessation of Recipient’s Continuous Service, for any reason whatsoever, any portion of the Restricted Stock which has is not yet then vested, and which does not then become vested pursuant to this Section 2 2, shall automatically and without notice terminate, be forfeited and be and become null and void.
(b) Notwithstanding any other term or provision of this Agreement, in the event of any merger, consolidation or other reorganization in which the Company does not survive, or in the event of any Change in Control, as defined in Section 2(h9(b) of the Plan, the Restricted Stock may be dealt with in accordance with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not so determined, as determined by the Plan AdministratorCommittee: (a) the continuation of the grant of the Restricted Stock by the Company, if the Company is a surviving corporation, subject to the terms and conditions set forth herein, (b) the assumption or substitution for, as those terms are defined in Section 9(b)(iv) of the Plan, the Restricted Stock by the surviving corporation or its parent or subsidiary, (c) full vesting of the Restricted Stock, or (d) as otherwise determined settlement of the value of the Restricted Stock in cash or cash equivalents or other property followed by cancellation of the Plan AdministratorRestricted Stock.
(c) Notwithstanding any other provision the foregoing, if, prior to the Vesting Date and within twelve months after a Change in this Agreement:
Control of the Company, the Recipient’s Continuous Service is terminated (i) If by the Company terminates Recipient’s employment or a Related Entity without Cause Cause, or (other than as a result of Recipient’s death or disabilityii) or by the Recipient resigns for Good ReasonReason then, any Non-Vested Shares the shares of Restricted Stock subject to this Agreement shall continue to vest in accordance with the vesting schedule set forth herein for the period set forth in Recipient’s employment agreement with the Company (the “Employment Agreement”) after become immediately vested as of the date of the termination of Recipient’s employment, as though Recipient were to continue to be employed by the Company during such periodContinuous Service.
(ii) If, during the period that begins 90 days prior to the effective date of a Change in Control and ends on the six month anniversary of the effective date of the Change in Control, the Company terminates Recipient’s employment without Cause (other than as a result of Recipient’s death or disability) or Recipient resigns for Good Reason, then any Non-Vested Shares will become fully vested upon the later of the effective date of the Change in Control or such termination of employment
(iiid) For purposes of this Paragraph (c)Agreement, the following terms “Cause”, “Good Reason” and “Change in Control” shall have the meanings given such terms in the Employment Agreement. The vesting rights provided under this Paragraph (c) shall be subject to such additional requirements, including without limitation the execution of a release by Recipient, as shall be provided under the Employment Agreement.indicated:
Appears in 1 contract
Samples: Restricted Stock Agreement (Comstock Homebuilding Companies, Inc.)
