Common use of Vesting of Restricted Units Clause in Contracts

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 employment, all of the Restricted Units shall vest in full upon Grantee’s death, Disability or Retirement, as the case may be. (f) In the event of the determination and release to the public that the Actual Earnings exceed the Earnings Target, the Committee may, in its sole discretion, accelerate the time at which the Restricted Units become vested and nonforfeitable 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. (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 2015 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 [2015] 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, 20172015. For the avoidance of doubt, if Xxxxxxx’s Retirement occurs prior to March 31, 20172015, 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 2015 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 employment, all of the Restricted Units shall vest in full upon Grantee’s death, Disability or Retirement, as the case may be. (f) In the event of the determination and release to the public that the Actual Earnings exceed the Earnings Target, the Committee may, in its sole discretion, accelerate the time at which the Restricted Units become vested and nonforfeitable 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. (a) Except as otherwise provided in this Agreement, this grant of The Restricted Units (without dividend equivalents) 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 following schedule: · 50,000 Restricted Units shall vest on December 3, 2011. · 50,000 Restricted Units shall vest on December 3, 2012. Grantee must be a full-time employee of a System Company (as defined in the Plan and Equity Plan) continuously from the Effective Date of this Agreement through the applicable vesting date in order to vest in the Restricted Units that are scheduled to become vested on such vesting date. Notwithstanding the foregoing, the following subsections set forth the entitlement of Grantee or his beneficiary(ies) to accelerated vesting of any then unvested Restricted Units under specified circumstances described in each subsection, and in no event shall Grantee and his beneficiary(ies) be entitled to accelerated payments and benefits under more than one such subsection. 2.1 The Restricted Units constitute "Other EOP Awards," as that term is defined in Grantee's Retention Agreement with the Company, executed on November 21, 2000 and effective as of October 27, 2000 (“Retention Agreement”) and, therefore, the vesting of such Restricted Units shall vest 25% per year from accelerate in the date of grant on the respective Vesting Dates identified aboveevent Grantee experiences a Qualifying Termination or a Merger Related Termination, as those terms are defined in Grantee's Retention Agreement. (b) All 2.2 Nothwithstanding the vesting criteria set forth in Section 2 or any provision of the Restricted Units shall vest Equity Plan to the contrary (including Equity Plan Section 13.1 in full immediately upon the occurrence event of any of the following a Change in Control), if prior to any determination and release to the public of earnings as described in Section 2(a): applicable vesting date, either (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 Employer terminates Grantee’s employment with the Company Employer for a reason other than Cause; or (ii) Grantee’s employment is terminated due to the in connection with a Change in Control, then Grantee shall fully vest in all Restricted Units on Grantee’s deathemployment termination, Disability, unless Grantee becomes employed by an employer that assumes this Agreement or Retirement including separation from employment, all the obligations to Grantee hereunder. 2.3 Any portion of the Restricted Units shall vest in full upon Grantee’s death, Disability or Retirement, as the case may be. (f) In the event of the determination and release to the public Restricted Unit grant that the Actual Earnings exceed the Earnings Target, the Committee may, in its sole discretion, accelerate the time at which the Restricted Units become is not already vested and nonforfeitable on such terms and conditions as it deems appropriate in accordance with the terms and conditions above schedule shall immediately vest upon (a) Grantee’s termination of the Plan, provided such acceleration does not result employment for Good Reason (as defined in an impermissible acceleration Section 19.9 of payments under this Agreement); (b) Grantee’s death or Disability (as defined in Section 409A 19.6 of the Codethis Agreement); or (c) Company’s termination of Grantee’s employment for any reason other than Cause (as defined in Section 19.2 of this Agreement).

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 2013 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 2013 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 ControlEvent”). 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. If Grantee dies while in the employ of the Company or has a Disability or a Section 2(g) Event occurs after the determination of and release to the public of earnings as described in Section 2(a) and Actual Earnings exceed the Earnings Target, all of the Restricted Units shall vest in full immediately upon the occurrence of such death, Disability or Section 2(g) Event, as the case may be. In no event shall any of the Restricted Units vest if XxxxxxxGrantee’s Retirement occurs prior to March 31, 20172013. For the avoidance of doubt, if Xxxxxxx’s Retirement occurs prior to March 31, 20172013, Grantee shall forfeit the Restricted Units even if the Actual Earnings exceed the Earnings Target. . If Grantee satisfies the requirements for Retirement (dother than the requirement that the Grantee terminate employment with the Company) If Xxxxxxx(“Retirement Eligibility Event”) or Grantee’s Retirement occurs after March 31, 2017 but before any the determination of 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 employment, all of the Restricted Units shall vest in full immediately upon Grantee’s death, Disability the occurrence of such Retirement Eligibility Event or Retirement, as the case may be. (fc) In the event of the determination and release to the public that the Actual Earnings exceed the Earnings Target, the The Committee may, in its sole discretion, accelerate the time at which the Restricted Units become vested and nonforfeitable 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. (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 2016 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 2016 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, 20172015. For the avoidance of doubt, if Xxxxxxx’s Retirement occurs prior to March 31, 20172016, 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 2016 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 employment, all of the Restricted Units shall vest in full upon Grantee’s death, Disability or Retirement, as the case may be. (f) In the event of the determination and release to the public that the Actual Earnings exceed the Earnings Target, the Committee may, in its sole discretion, accelerate the time at which the Restricted Units become vested and nonforfeitable 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. (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 2018 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 Section V of the 2017 Officers’ Performance 2018 Cash-Based Incentive Compensation Plan (Corporate Incentive Bonus Compensation 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, 20172018. For the avoidance of doubt, if Xxxxxxx’s Retirement occurs prior to March 31, 20172018, 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 2018 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 employment, all of the Restricted Units shall vest in full upon Grantee’s death, Disability or Retirement, as the case may be. (f) In the event of the determination and release to the public that the Actual Earnings exceed the Earnings Target, the Committee may, in its sole discretion, accelerate the time at which the Restricted Units become vested and nonforfeitable 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.