Vesting of Restricted Units. (a) Except as otherwise provided in this Section 4, the Unvested Restricted Units shall become Vested Class P Units under the Plan, shall no longer be subject to the restrictions on Unvested Class P Units (but shall remain subject to the restrictions on Class P Units in general and, accordingly, shall have no voting rights) under the Plan and the Company Agreement, and shall carry all of the rights conferred on Vested Class P Units under the Plan and the Company Agreement (the “Vested Restricted Units”) in accordance with the following schedule so long as the Participant remains continuously employed by, or in the service of, the Company or its Affiliates from the Effective Date through each vesting date set forth below: [ ] 33.34 % [ ] 33.33 % [ ] 33.33 %
(b) Upon the occurrence of a Capital Event, all Restricted Units issued to the Participant that have not previously become Vested Restricted Units shall become Vested Restricted Units immediately prior to the occurrence of the Capital Event, provided that the Participant has remained continuously employed by, or in the service of, the Company or its Affiliates from the Effective Date until such Capital Event.
(c) If the Participant experiences a Termination Event by reason of death or Disability, all Restricted Units issued to the Participant that have not previously become Vested Restricted Units shall become Vested Restricted Units upon the occurrence of such Termination Event, provided that the Participant has remained continuously employed by, or in the service of; the Company or its Affiliates from the Effective Date until such Termination Event. For purposes of this Agreement, “Disability” shall mean the Participant 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 a continuous period of not less than 12 months.
Vesting of Restricted Units. Except as otherwise provided in Section 2(c) and Section 2(d), each tranche of Restricted Units granted pursuant to this Award Agreement (each being a “Tranche”) shall fully vest in Participant subject to Participant’s continued qualification as an Eligible Person and satisfaction of the conditions described in the chart below, such that, the restrictions set forth in this Section 2(a) and in Section 2(c), Section 2(d) and Section 2(e) (collectively, the “Restrictions”) shall lapse according to the following schedule of vesting events:
Vesting of Restricted Units. (a) Except as provided in Paragraph 2(b) below, restrictions will lapse with respect to the Restricted Units in equal annual installments during the applicable Vesting Period (as defined below), with restrictions as to the first such installment lapsing on the first anniversary of the Vesting Commencement Date set forth above, and restrictions as to the remaining installments lapsing on the subsequent anniversaries of the Vesting Commencement Date, provided in each case that you are employed by a Company on such anniversary. The Vesting Period is as set forth in the following table, based on your age as of December 31, 1999: Your Age As of December 31, 1999 Vesting Period ----------------------- -------------- Up to and including 47 8 years 48 7 years 49 6 years 50-57 5 years 58 4 years 59 3 years 60 2 years 61 1 year 62 or older Fully vested at grant
(b) If your employment with the Companies terminates due to death or Disability, restrictions on any remaining Restricted Units that you hold as of the date of your termination shall immediately lapse.
Vesting of Restricted Units. (a) Except as otherwise provided in this Agreement, this grant of Restricted Units shall vest in full on the Vesting Date above. Prior to the Vesting Date, no portion of the award is vested, except as otherwise provided in Section 2(b) or (c).
(b) All of the Restricted Units shall vest in full prior to the Vesting Date upon the occurrence of any of the following: (i) the Grantee dies while in the employ of the Company; (ii) the Grantee satisfies the requirements for Retirement, including separation from employment with the Company; (iii) the Grantee has a Disability; or (iv) there is a Change in Control event described in Section 2(g) of the Plan.
(c) The Committee may, in its sole discretion, accelerate the time at which the Restricted Units become vested and non-forfeitable to a time other than the Vesting Date as provided in Section 2(a) or to a time other than provided in Section (2)(b)(i), (ii), (iii) or (iv) on such terms and conditions as it deems appropriate in accordance with the terms and conditions of the Plan, provided such acceleration does not result in an impermissible acceleration of payments under Section 409A of the Code.
Vesting of Restricted Units. [Subject to the release requirement described in Section 4 hereof], the Restricted Units (excluding dividend equivalents) shall vest on [the third (3rd) anniversary of the Effective Date] (such date, the “Vesting Date”), provided that Grantee complies with Section 15 of this Agreement and remains continuously and actively employed through the Vesting Date as a regular full-time employee of a System Company Employer and performs Grantee’s job duties in a satisfactory manner through the Vesting Date, as determined solely in the discretion of [APPLICABLE SYSTEM COMPANY OFFICER] (“Vesting Criteria”). For purposes of this Section 3, Grantee shall no longer be considered a regular full-time employee of any System Company Employer on the date Grantee is no longer actively employed on a full-time basis with any System Company Employer for any reason, including without limitation because of Grantee’s resignation, retirement, death, separation from employment due to disability, involuntary termination of employment for any reason or no reason, or any other separation from full-time active employment with Grantee’s System Company Employer, except as otherwise required by law. If Grantee fails to meet the Vesting Criteria, then Grantee shall not vest in the Restricted Units, except as otherwise provided in Section 5 of this Agreement. [Variation from this default vesting schedule and release requirement may be determined by Entergy Corporation’s Chief Executive Officer or the senior-most officer within the Human Resources Department.]
Vesting of Restricted Units. (a) Except as otherwise provided in this Agreement, this grant of Restricted Units shall not vest and shall become void and be of no further effect at the time net earnings for Meridian’s fiscal year ended September 30, 2017 are determined and such earnings are released to the public unless such net earnings (the “Actual Earnings”) exceed $*****, subject to treatment of certain items as defined in Item A of the 2017 Officers’ Performance Compensation Plan (Corporate Incentive Bonus Plan) (the “Earnings Target”). If the Actual Earnings exceed the Earnings Target, this grant of Restricted Units shall continue in full force and effect in accordance with the terms and conditions of the Plan and this Agreement and such Restricted Units shall vest 25% per year from the date of grant on the respective Vesting Dates identified above.
(b) All of the Restricted Units shall vest in full immediately upon the occurrence of any of the following prior to any determination and release to the public of earnings as described in Section 2(a): (i) the Grantee dies while in the employ of the Company; (ii) the Grantee has a Disability; or (iii) there is an event described in Section 2(g) of the Plan (“Section 2(g) Change in Control”). For the avoidance of doubt, all of the Restricted Units that vest in full upon the occurrence of an event described in (i), (ii) or (iii) in the immediately preceding sentence prior to any determination and release to the public of earnings as described in Section 2(a) shall remain vested and shall not be forfeited or cancelled even if the Earnings Target exceeds the Actual Earnings.
(c) In no event shall any of the Restricted Units vest if Xxxxxxx’s Retirement occurs prior to March 31, 2017. For the avoidance of doubt, if Xxxxxxx’s Retirement occurs prior to March 31, 2017, Grantee shall forfeit the Restricted Units even if the Actual Earnings exceed the Earnings Target.
(d) If Xxxxxxx’s Retirement occurs after March 31, 2017 but before any determination and release to the public of earnings as described in Section 2(a), Restricted Units shall vest upon, and only upon, the later determination and release to the public that the Actual Earnings exceed the Earnings Target.
(e) In the event that after the determination and release to the public as described in Section 2(a) the Actual Earnings exceed the Earnings Target Grantee’s employment with the Company is terminated due to the Grantee’s death, Disability, or Retirement including separation from e...
Vesting of Restricted Units. Upon or as soon as reasonably practicable following the vesting of each Restricted Unit, subject to satisfying the tax withholding obligations of 8(b), the Participant shall be entitled to have the restrictions removed from his or her Unit certificate (or book-entry account, as applicable) so that the Participant then holds an unrestricted Unit.
Vesting of Restricted Units. (a) Subject to the terms and conditions contained herein and in the Operating Agreements, the Restricted Units shall vest as provided in the RHU Grant Certificate and this Section 2.1.
(i) Restricted Units will be eligible to vest on the date that both the Service Condition and the Price Condition with respect to such Restricted Units have been achieved, with the number of Restricted Units that vest on any such Vesting Date being equal to the cumulative percentage of Restricted Units that have met the Price Condition on such Vesting Date, and any Restricted Unit that fails to satisfy the Price Condition by the close of business on the Vesting Date shall be canceled and forfeited without any consideration.
(ii) If, prior to the date the Restricted Units are vested or such Restricted Units otherwise terminate and are forfeited:
1 (A) the Grantee’s Employment terminates due to the Grantee’s Retirement, then the Service Condition shall be waived for Restricted Units granted hereunder in an amount equal to (a) the applicable cumulative percentage of Restricted Units that satisfied the Price Condition at the time of the Grantee’s notice of Retirement or actual Retirement (as determined by the Administrator in its sole discretion) multiplied by (b) the total number of Restricted Units granted hereunder prorated to reflect the number of full years of service such Grantee provided from May 1, 2021 through the date of such notice or Retirement or actual Retirement, as applicable, and such Restricted Units shall become vested as of such date;
Vesting of Restricted Units. Except as otherwise provided in this Agreement, the Restricted Units will vest in accordance with the vesting schedule set forth in the following table, provided that the Director serves as a director of the Company from the Date of Grant through each vesting date set forth below (each, a “Vesting Date”): , 2___ 50% , 2___ 100% If, on any Vesting Date, the application of the vesting schedule set forth above results in a fractional Restricted Unit becoming vested, the number of Restricted Units vesting on such date shall be rounded up to the next whole number of Restricted Units. Restricted Units that have become vested pursuant to the schedule above are referred to herein as “Vested Units.”
Vesting of Restricted Units. Except as otherwise provided in Section 2(b) and Section 2(c), each tranche of Restricted Units granted pursuant to this Award Agreement (a “Tranche”) shall fully vest in Participant during Participant’s continued qualification as an Eligible Person and the restrictions set forth in this Section 2(a), Section 2(b), Section 2(d) and Section 2(e) shall lapse according to the following schedule of vesting dates: TranchePercent VestingVesting Date FirstTwo-thirdsGrant Date plus 1 Year SecondOne-thirdGrant Date plus 2 Years Notwithstanding the foregoing, upon the occurrence of a Change in Control, any unvested Restricted Units shall become vested Restricted Units. If the vesting of a Tranche would result in the vesting of a fractional Restricted Unit, such Tranche shall be rounded to the next lower Restricted Unit except the final Tranche, which will be for the balance of the Restricted Units.
