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Common use of Vesting of SARs Clause in Contracts

Vesting of SARs. (a) Subject to the terms and conditions of this Agreement and the Plan, the SARs covered by this Agreement shall become exercisable as described in this Section. One-third of the SARs shall become exercisable on the first anniversary of the Date of Grant if the Grantee remains in the continuous employ of the Company or one of its Subsidiaries from the Date of Grant through such first anniversary. An additional one-third of the SARs shall become exercisable on each subsequent anniversary of the Date of Grant, through the third anniversary of the Date of Grant, when 100% of the SARs shall have become exercisable, if the Grantee remains in the continuous employ of the Company or one of its Subsidiaries from the Date of Grant through each such anniversary. For purposes of this Agreement, “continuous employ” (or substantially similar term) means the absence of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 3(a) above, the SARs granted hereby shall become immediately exercisable in full if at any time during the continuous employment of the Grantee with the Company or a Subsidiary of the Company and prior to the termination of the SARs any of the following events occur: (i) the Grantee’s death or becoming Disabled while the Grantee is continuously employed by the Company or any of its Subsidiaries; or (ii) the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75. (c) For purposes of this Section 3, the Grantee shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 3(a) above, if at any time before the third anniversary of the Date of Grant or the termination of the SARs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the SARs will become fully exercisable, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 3(d)(ii) to continue, replace or assume the SARs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based stock appreciation rights) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the 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 the tax consequences of the 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 3(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

Appears in 3 contracts

Samples: Stock Appreciation Rights Agreement (Harsco Corp), Stock Appreciation Rights Agreement (Harsco Corp), Stock Appreciation Rights Agreement (Harsco Corp)

Vesting of SARs. (a) Subject to the terms and conditions of this Agreement and the Plan, the SARs covered by this Agreement shall become exercisable as described in this Section. One-third of the SARs shall become exercisable on the first anniversary of the Date of Grant if the Grantee remains in the continuous employ of the Company or one of its Subsidiaries from the Date of Grant through such first anniversary. An additional one-third of the SARs shall become exercisable on each subsequent anniversary of the Date of Grant, through the third anniversary of the Date of Grant, when 100% of the remaining SARs shall have become exercisable, if the Grantee remains in the continuous employ of the Company or one of its Subsidiaries from the Date of Grant through each such anniversary. For purposes of this Agreement, "continuous employ" (or substantially similar term) means the absence of any interruption or termination of the Grantee’s 's employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 3(a) above, the SARs granted hereby shall become immediately exercisable in full if at any time during the continuous employment of the Grantee with the Company or a Subsidiary of the Company and prior to the termination of the SARs any of the following events occur: (i) the Grantee’s 's death or becoming Disabled while the Grantee is continuously employed by the Company or any of its Subsidiaries; or (ii) the Grantee’s 's retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s 's age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75. (c) For purposes of this Section 3, the Grantee shall be considered "Disabled" if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 3(a) above, if at any time before the third anniversary of the Date of Grant or the termination of the SARs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the SARs will become fully exercisable, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 3(d)(ii) to continue, replace or assume the SARs covered by this Agreement (the "Replaced Award"). (ii) For purposes of this Agreement, a "Replacement Award" means an award (A) of the same type (e.g., time-based stock appreciation rights) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the 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 the tax consequences of the 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 3(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. (iii) If, upon receiving a Replacement Award, the Grantee's employment with the Company or a Subsidiary (or any of their successors) (as applicable, the "Successor") is subsequently terminated by the Grantee for Good Reason or by the Successor without Cause within a period of two years after the Change in Control, 100% of the Replacement Award will become exercisable with respect to the time- based stock appreciation rights covered by such Replacement Award. (iv) A termination by the Grantee for "Good Reason" means Grantee's termination of his or her employment with the Successor as a result of the occurrence of any of the following: (A) a change in the Grantee's principal location of employment that is greater than 50 miles from such location as of the date of this Agreement without the Grantee's consent; provided, however, that the Grantee hereby acknowledges that the Grantee may be required to engage in travel in connection with the performance of the Grantee's duties and that such travel shall not constitute a change in the Grantee's principal location of employment for purposes hereof; (B) a material diminution in the Grantee's base compensation; (C) a change in the Grantee's position with the Successor without the Grantee's consent such that there is a material diminution in the Grantee's authority, duties or responsibilities; or (D) any other action or inaction that constitutes a material breach by the Successor of the agreement, if any, under which the Grantee provides services to the Successor or its subsidiaries. Notwithstanding the foregoing, the Grantee's termination of the Grantee's employment with the Successor as a result of the occurrence of any of the foregoing shall not constitute a termination for "Good Reason" unless (X) the Grantee gives the Successor written notice of such occurrence within 90 days of such occurrence and such occurrence is not cured by the Successor within 30 days of the date on which such written notice is received by the Successor and (Y) the Grantee actually terminates his or her employment with the Successor prior to the 365th day following such occurrence.

Appears in 2 contracts

Samples: Stock Appreciation Rights Agreement (Harsco Corp), Stock Appreciation Rights Agreement (Harsco Corp)

Vesting of SARs. The percentage of the SARs indicated below will vest (become exercisable) on the first to occur of the following dates or events (the “Vesting Date”): (a) Subject The SARs will vest as to the terms and conditions of this Agreement and the Plan, the SARs covered by this Agreement shall become exercisable as described in this Section. One-third 50% of the SARs shall become exercisable Shares on each of the first anniversary and second anniversaries of the Date of Grant if the Grantee remains Date; provided that Participant has remained in the continuous employ of the Company or one of its Subsidiaries from the Date of Grant an Affiliate through such first anniversary. An additional one-third dates. (b) In the event that Participant dies while employed, or Participant’s employment is terminated upon the Company’s determination that Participant is disabled under the Company’s long term disability policy (the “Death/Disability Termination Date”), a pro rata percentage of the SARs shall become exercisable on each subsequent anniversary will vest as of the Death/Disability Termination Date. If the Death/Disability Termination Date occurs during 2007, the percentage of GrantSARs that vests will equal (i) 50%, through times (ii) the third anniversary number of full months elapsed from the Grant Date to the Death/Disability Termination Date divided by 12. If the Death/Disability Termination Date occurs during 2008, the percentage of GrantSARs that vests will equal (i) 50%, when times (ii) the number of full months elapsed from January 1, 2008 to the Death/Disability Termination Date divided by 12. Any SARs in excess of those vesting pursuant to this clause (b) will be reconveyed to the Company without further consideration or any act or action by Participant. (c) The SARs will vest as to 100% of the SARs shall have become exercisable, if the Grantee remains Shares in the continuous employ event that a Change in Control occurs and, during the one (1) year period commencing upon the occurrence of the Change in Control, either (i) Participant’s employment is involuntarily terminated for any reason other than death, disability or termination for “Cause” as defined below, or (ii) Participant’s resigns for “Good Reason”, as defined in Section 9(b)(ii) of the Plan. • Participant’s employment shall be deemed terminated for “Cause” if his/her employment is terminated for any of the following: (i) Participant’s willful and continued failure to perform his/her duties with respect to the Company or one its Affiliates that continues beyond 10 days after a written demand for substantial performance is delivered to Participant by the Company; (ii) Misconduct by Participant involving dishonesty or breach of its Subsidiaries from trust in connection with Participant’s employment; (iii) Misconduct by Participant that would be a reasonable basis for an indictment of Participant for a felony or a misdemeanor involving moral turpitude; or (iv) Misconduct by Participant that results in a demonstrable injury to the Date of Grant through each such anniversaryCompany. For purposes of this Agreement, “continuous employ” (or substantially similar term) means the absence of any interruption or termination of the GranteeIf Participant’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated its Affiliates terminates for any reason other than as described in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. clause (b) Notwithstanding Section 3(aor (c) aboveof this section 3, the SARs granted hereby Participant shall become immediately exercisable forfeit all right, title and interest in full if at any time during the continuous employment of the Grantee with the Company or a Subsidiary of the Company and prior to the termination unvested portion of the SARs any as of the following events occur: (i) date of such termination and the Grantee’s death or becoming Disabled while the Grantee is continuously employed by unvested SARs will be reconveyed to the Company without further consideration or any of its Subsidiaries; or (ii) the Grantee’s retirement (A) at age 62 act or older while continuously employed action by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75Participant. (c) For purposes of this Section 3, the Grantee shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 3(a) above, if at any time before the third anniversary of the Date of Grant or the termination of the SARs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the SARs will become fully exercisable, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 3(d)(ii) to continue, replace or assume the SARs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based stock appreciation rights) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the 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 the tax consequences of the 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 3(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

Appears in 2 contracts

Samples: Stock Appreciation Rights Agreement (Wci Communities Inc), Stock Appreciation Rights Agreement (Wci Communities Inc)

Vesting of SARs. (a) Subject to the terms and conditions of this Agreement and the Plan, the SARs covered by this Agreement shall become exercisable as described in this Section. One-third of the SARs shall become exercisable on the first anniversary of the Date of Grant if the Grantee remains in the continuous employ of the Company or one of its Subsidiaries from the Date of Grant through such first anniversary. An additional one-third of the SARs shall become exercisable on each subsequent anniversary of the Date of Grant, through the third anniversary of the Date of Grant, when 100% of the remaining SARs shall have become exercisable, if the Grantee remains in the continuous employ of the Company or one of its Subsidiaries from the Date of Grant through each such anniversary. For purposes of this Agreement, "continuous employ" (or substantially similar term) means the absence of any interruption or termination of the Grantee’s 's employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 3(a) above, the SARs granted hereby shall become immediately exercisable in full if at any time during the continuous employment of the Grantee with the Company or a Subsidiary of the Company and prior to the termination of the SARs any of the following events occur:: 000-0000-0000/1 (i) the Grantee’s 's death or becoming Disabled while the Grantee is continuously employed by the Company or any of its Subsidiaries; or (ii) the Grantee’s 's retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s 's age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75. (c) For purposes of this Section 3, the Grantee shall be considered "Disabled" if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 3(a) above, if at any time before the third anniversary of the Date of Grant or the termination of the SARs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the SARs will become fully exercisable, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 3(d)(ii) to continue, replace or assume the SARs covered by this Agreement (the "Replaced Award"). (ii) For purposes of this Agreement, a "Replacement Award" means an award (A) of the same type (e.g., time-based stock appreciation rights) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the 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 the tax consequences of the 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 3(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. (iii) If, upon receiving a Replacement Award, the Grantee's employment with the Company or a Subsidiary (or any of their successors) (as applicable, the "Successor") is subsequently terminated by the Grantee for Good Reason or by the Successor without Cause within a 000-0000-0000/1 period of two years after the Change in Control, 100% of the Replacement Award will become exercisable with respect to the time- based stock appreciation rights covered by such Replacement Award. (iv) A termination by the Grantee for "Good Reason" means Grantee's termination of his or her employment with the Successor as a result of the occurrence of any of the following: (A) a change in the Grantee's principal location of employment that is greater than 50 miles from such location as of the date of this Agreement without the Grantee's consent; provided, however, that the Grantee hereby acknowledges that the Grantee may be required to engage in travel in connection with the performance of the Grantee's duties and that such travel shall not constitute a change in the Grantee's principal location of employment for purposes hereof; (B) a material diminution in the Grantee's base compensation; (C) a change in the Grantee's position with the Successor without the Grantee's consent such that there is a material diminution in the Grantee's authority, duties or responsibilities; or (D) any other action or inaction that constitutes a material breach by the Successor of the agreement, if any, under which the Grantee provides services to the Successor or its subsidiaries. Notwithstanding the foregoing, the Grantee's termination of the Grantee's employment with the Successor as a result of the occurrence of any of the foregoing shall not constitute a termination for "Good Reason" unless (X) the Grantee gives the Successor written notice of such occurrence within 90 days of such occurrence and such occurrence is not cured by the Successor within 30 days of the date on which such written notice is received by the Successor and (Y) the Grantee actually terminates his or her employment with the Successor prior to the 365th day following such occurrence.

Appears in 1 contract

Samples: Stock Appreciation Rights Agreement (Harsco Corp)

Vesting of SARs. (a) Subject to the terms and conditions of this Agreement and the Plan, the SARs covered by this Agreement shall become exercisable as described in this Section. One-third of the SARs shall become exercisable on the first anniversary of the Date of Grant if the Grantee remains in the continuous employ of the Company or one of its Subsidiaries from the Date of Grant through such first anniversary. An additional one-third of the SARs shall become exercisable on each subsequent anniversary of the Date of GrantXxxxx, through the third anniversary of the Date of Grant, when 100% of the remaining SARs shall have become exercisable, if the Grantee remains in the continuous employ of the Company or one of its Subsidiaries from the Date of Grant through each such anniversary. For purposes of this Agreement, "continuous employ" (or substantially similar term) means the absence of any interruption or termination of the Grantee’s 's employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 3(a) above, the SARs granted hereby shall become immediately exercisable in full if at any time during the continuous employment of the the 1 For Awards granted on or after March 7, 2023 2 For Awards granted on or after March 11, 2024 Exhibit 10.6 Grantee with the Company or a Subsidiary of the Company and prior to the termination of the SARs any of the following events occur: (i) the Grantee’s 's death or becoming Disabled while the Grantee is continuously employed by the Company or any of its Subsidiaries; or (ii) the Grantee’s 's retirement (A) at age 62 or older [plus 5 years of service]3 while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s 's age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75. (c) For purposes of this Section 3, the Grantee shall be considered "Disabled" if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 3(a) above, if at any time before the third anniversary of the Date of Grant or the termination of the SARs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the SARs will become fully exercisable, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 3(d)(ii) to continue, replace or assume the SARs covered by this Agreement (the "Replaced Award"). (ii) For purposes of this Agreement, a "Replacement Award" means an award (A) of the same type (e.g., time-based stock appreciation rights) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the 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 the tax consequences of the 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 3 For Awards granted on or after March 11, 2024 Exhibit 10.6 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 3(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. (iii) If, upon receiving a Replacement Award, the Grantee's employment with the Company or a Subsidiary (or any of their successors) (as applicable, the "Successor") is subsequently terminated by the Grantee for Good Reason or by the Successor without Cause within a period of two years after the Change in Control, 100% of the Replacement Award will become exercisable with respect to the time- based stock appreciation rights covered by such Replacement Award. (iv) A termination by the Grantee for "Good Reason" means Xxxxxxx's termination of his or her employment with the Successor as a result of the occurrence of any of the following: (A) a change in the Grantee's principal location of employment that is greater than 50 miles from such location as of the date of this Agreement without the Grantee's consent; provided, however, that the Grantee hereby acknowledges that the Grantee may be required to engage in travel in connection with the performance of the Grantee's duties and that such travel shall not constitute a change in the Grantee's principal location of employment for purposes hereof; (B) a material diminution in the Grantee's base compensation; (C) a change in the Grantee's position with the Successor without the Grantee's consent such that there is a material diminution in the Grantee's authority, duties or responsibilities; or (D) any other action or inaction that constitutes a material breach by the Successor of the agreement, if any, under which the Grantee provides services to the Successor or its subsidiaries. Notwithstanding the foregoing, the Grantee's termination of the Grantee's employment with the Successor as a result of the occurrence of any of the foregoing shall not constitute a termination for "Good Reason" unless (X) the Grantee gives the Successor written notice of such occurrence within 90 days of such occurrence and such occurrence is not cured by the Successor within 30 days of the date on which such written notice is received by the Successor and (Y) the Grantee actually terminates his or her employment with the Successor prior to the 365th day following such occurrence.

Appears in 1 contract

Samples: Stock Appreciation Rights Agreement (ENVIRI Corp)

Vesting of SARs. (a) Subject to the terms and conditions of this Agreement and the Plan, the The SARs covered by this Agreement shall become exercisable as described in this Section. Onefollows: (a) one-third of the SARs shall become exercisable on the first anniversary of the Grant Date of Grant if the Grantee remains in the continuous employ of the Company shall have retained Continuous Status as an Employee or one of its Subsidiaries from the Date of Grant Consultant through such first anniversary. An date; (b) an additional one-third of the SARs shall become exercisable on each subsequent the second anniversary of the Grant Date if the Grantee shall have retained Continuous Status as an Employee or Consultant through such date; (c) the remaining one-third of Grant, through the SARs shall become exercisable on the third anniversary of the Grant Date of Grant, when 100% of the SARs shall have become exercisable, if the Grantee remains shall have retained Continuous Status as an Employee or Consultant through such date; provided, that notwithstanding anything in this Section 2 to the continuous employ of the Company or one of its Subsidiaries from the Date of Grant through each such anniversary. For purposes of this Agreementcontrary, “continuous employ” (or substantially similar term) means the absence of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 3(a) above, the unexercisable SARs granted hereby shall become immediately exercisable in full if at any time during on: (A) the continuous employment of the Grantee with the Company or a Subsidiary of the Company and prior to the termination of the SARs any of the following events occur: (i) date upon which the Grantee’s death Continuous Status as an Employee or becoming Disabled while the Grantee is continuously employed Consultant terminates under circumstances approved by the Company or any Administrator, in its sole and absolute discretion, that provide for the vesting of its Subsidiaries; or (ii) the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiariesotherwise unexercisable SARs; or (B) at the date on which Grantee dies or after such time ceases to retain Continuous Status as the an Employee or Consultant as a result of Grantee’s age Disability. In calculating the one-third amounts described in Sections 2(a) and (minimum of age 55b), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75. (c) For purposes of this Section 3, the Grantee fractional SARs shall be considered “Disabled” if rounded down to the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last nearest whole SAR for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees each of the Company. (d) (i) Notwithstanding Section 3(a) abovefirst two anniversaries of the Grant Date, if at any time before and the remaining SARs shall be included with those SARs that become exercisable on the third anniversary of the Date of Grant or Date. To the termination of the SARsextent exercisable, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the SARs will become fully exercisable, except may be exercised from time to the extent that a Replacement Award is provided to the Grantee time in accordance with Section 3(d)(ii) to continue, replace or assume the Plan and this Agreement. To the extent the SARs covered by or any portion thereof do not become exercisable as provided in this Agreement (the “Replaced Award”). (ii) For purposes of this AgreementSection 2, a “Replacement Award” means an award (A) of the same type (e.g., time-based stock appreciation rights) as the Replaced Award, (B) that has a value at least equal such unexercisable SARs or portion thereof shall be forfeited to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the 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 the tax consequences of the 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 3(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretionfor no consideration.

Appears in 1 contract

Samples: Stock Appreciation Rights Agreement (Lancaster Colony Corp)

Vesting of SARs. The right to exercise the SARs shall vest in installments, and the SARs shall be exercisable from time to time in whole or in part as to any vested installment (“Vested SARs”), based upon the Grantee’s “Continuous Service” (as defined below) to the Company and the achievement by the Company of the performance milestones set forth below. The SARs shall vest as follows: (a) Subject to If the terms and conditions Company achieves all of this Agreement and the Planperformance objectives set forth on Exhibit A attached hereto for the twelve month period ending December 31, the SARs covered by this Agreement shall become exercisable as described in this Section. One-third 2010, then eighty percent (80%) of the SARs shall vest and become exercisable on the first anniversary Vested SARs effective as of the Date of Grant if December 31, 2010, provided that the Grantee remains in the continuous employ of shall have provided Continuous Service to the Company or one of its Subsidiaries from the Date of Grant through such first anniversary. An additional one-third of the SARs shall become exercisable on each subsequent anniversary of the Date of GrantDecember 31, through the third anniversary of the Date of Grant, when 100% of the SARs shall have become exercisable, if the Grantee remains in the continuous employ of the Company or one of its Subsidiaries from the Date of Grant through each such anniversary. For purposes of this Agreement, “continuous employ” (or substantially similar term) means the absence of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries2010. (b) Notwithstanding Section 3(a) above, If the SARs granted hereby shall become immediately exercisable in full if at any time during the continuous employment Company achieves all of the performance objectives set forth on Exhibit A attached hereto for the twelve month period ending December 31, 2011, then one hundred percent (100%) of the remaining unvested SARs shall vest and become Vested SARs effective as of December 31, 2011, provided that the Grantee with shall have provided Continuous Service to the Company or a Subsidiary of the Company and prior to the termination of the SARs any of the following events occur: (i) the Grantee’s death or becoming Disabled while the Grantee is continuously employed by the Company or any of its Subsidiaries; or (ii) the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55)through December 31, plus full years of continuous employment by the Company or any of its Subsidiaries, equals 752011. (c) For purposes No additional SARs shall vest after the date of this termination of Optionee’s “Continuous Service” (as defined below), but Vested SARs shall continue to be exercisable in accordance with Section 33 hereof with respect to that number of SARs that have vested as of the date of termination of Optionee’s Continuous Service. (d) As used herein, the Grantee shall be considered term DisabledContinuous Serviceif the Grantee is: means (i) unable to engage employment by either the Company or any parent or subsidiary corporation of the Company, or by any successor entity following a Change in any substantial gainful activity by reason of any medically determinable physical Control, which is uninterrupted except for paid vacations or mental impairment which can be expected to result paid sick days in death or can be expected to last for a continuous period of not less than twelve monthsaccordance with Company policy, as applicable, or (ii) service as a member of the Board of Directors of the Company until Xxxxxxx resigns, is removed from office, or Xxxxxxx’s term of office expires and he or she is not reelected. Any leave of absence or other time off work, whether or not approved by reason of any medically determinable physical or mental impairment which can be expected to the Company, shall result in death or can be expected to last for a continuous period suspension of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 3(a) above, if at any time before the third anniversary of the Date of Grant or the termination of the SARsXxxxxxx’s Continuous Service, and while during such time any SARs held by Grantee shall not vest unless provided otherwise in writing by the Administrator. The Grantee’s Continuous Service shall not terminate merely because of a change in the capacity in which the Grantee is continuously employed by renders service to the Company or a Subsidiarycorporation or subsidiary corporation described in clause (i) above. For example, a Change change in Control occurs, then the SARs Grantee’s status from an employee to a Non-Employee Director will become fully exercisable, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 3(d)(ii) to continue, replace or assume the SARs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means not constitute an award (A) interruption of the same type (e.g.Grantee’s Continuous Service, time-based stock appreciation rights) as provided there is no interruption in the Replaced AwardGrantee’s performance of such services. Notwithstanding the foregoing, (B) that has for any employee of a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities subsidiary of the Company located outside the United States, such employee’s Continuous Service shall be deemed terminated upon the commencement of such employee’s “garden leave period,” “notice period,” or its successor in the Change in Control or another entity that other similar period where such employee is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which being compensated by such subsidiary but not actively providing service to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the 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 3(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretionsubsidiary.

Appears in 1 contract

Samples: Stock Appreciation Rights Award Agreement (Deckers Outdoor Corp)

Vesting of SARs. (a) Subject to the terms and conditions of this Agreement and the Plan, the SARs covered by this Agreement shall become exercisable as described in this Section. One-third of the SARs shall become exercisable on the first anniversary of the Date of Grant if the Grantee remains in the continuous employ of the Company or one of its Subsidiaries from the Date of Grant through such first anniversary. An additional one-third of the SARs shall become exercisable on each subsequent anniversary of the Date of Grant, through the third anniversary of the Date of Grant, when 100% of the SARs shall have become exercisable, if the Grantee remains in the continuous employ of the Company or one of its Subsidiaries from the Date of Grant through each such anniversary. For purposes of this Agreement, “continuous employ” (or substantially similar term) means the absence of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 3(a) above, the SARs granted hereby shall become immediately exercisable in full if at any time during the continuous employment of the Grantee with the Company or a Subsidiary of the Company and prior to the termination of the SARs any of the following events occur: (i) the Grantee’s death or becoming Disabled while the Grantee is continuously employed by the Company or any of its Subsidiaries; or or (ii) the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75. (c) For purposes of this Section 3, the Grantee shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 3(a) above, if at any time before the third anniversary of the Date of Grant or the termination of the SARs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the SARs will become fully exercisable, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 3(d)(ii) to continue, replace or assume the SARs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based stock appreciation rights) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the 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 the tax consequences of the 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 3(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

Appears in 1 contract

Samples: Stock Appreciation Rights Agreement (Harsco Corp)

Vesting of SARs. (a) Subject to the terms and conditions of this Agreement and the Plan, the The SARs covered by this Agreement shall become exercisable as described in this Section. One-third of the SARs shall become exercisable on the first anniversary of the Grant Date of Grant if the Grantee Participant remains in the continuous employ of the Company Corporation or one of its Subsidiaries from the Grant Date of Grant through such first anniversary. An additional one-third of the SARs shall become exercisable on each subsequent anniversary of the Date of GrantGrant Date, through the third anniversary of the Date of GrantGrant Date, when 100% of the SARs shall have become exercisable, if the Grantee Participant remains in the continuous employ of the Company Corporation or one of its Subsidiaries from the Grant Date of Grant through each such anniversary. For purposes of this Agreement, “continuous employ” (or substantially similar term) means the absence of any interruption or termination of the GranteeParticipant’s employment with the Company Corporation or with a Subsidiary of the CompanySubsidiary. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company Corporation or in the case of transfers between locations of the Company Corporation and its Subsidiaries. (b) Notwithstanding Section 3(a4(a) above, the SARs granted hereby shall become immediately exercisable in full if at any time during the continuous employment of the Grantee with the Company or a Subsidiary of the Company and prior to the termination of the SARs SARs, any of the following events occur: (i) the GranteeParticipant’s death or becoming Disabled while the Grantee is continuously employed by the Company or any of its SubsidiariesDisability; or (ii) the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any A Change of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75Control. (c) For purposes of this Section 3, the Grantee shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 3(a4(a) above, if at any time before Participant experiences a termination of employment because of Participant’s retirement (as defined below), then the remaining number of SARs, not previously vested, shall continue to vest and become exercisable as if Participant had remained in the continuous employ of Corporation or a Subsidiary from the Grant Date through the third anniversary of the Date of Grant or the termination of the SARs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the SARs will become fully exercisable, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 3(d)(ii) to continue, replace or assume the SARs covered by this Agreement (the “Replaced Award”). (ii) Date. For purposes of this Agreement, a Replacement AwardRetirementmeans an award (A) shall mean the voluntary termination of the same type Participant’s employment with the Corporation and its Subsidiaries if: (e.g., time-based stock appreciation rightsi) as Participant is then at least age 55 and has completed at least twenty (20) years of continuous service with the Replaced AwardCorporation or a Subsidiary, (Bii) that has a value Participant is then at least equal to the value age 60 and has completed at least ten (10) year of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated continuous service with the Company Corporation or its successor following as Subsidiary, or (iii) Participant is then at least age 65 and has completed at least five (5) years of continuous service with the Change in Control Corporation or is payable solely in cash, (D) if the 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 the tax consequences of the 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 3(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretionSubsidiary.

Appears in 1 contract

Samples: Stock Appreciation Rights Award Agreement (Louisiana-Pacific Corp)

Vesting of SARs. (a) Subject to the terms and conditions of this Agreement and the Plan, the SARs covered by this Agreement shall become exercisable as described in this Section. One-third fifth of the SARs shall become exercisable on the first anniversary of the Date of Grant if the Grantee remains in the continuous employ of the Company or one of its Subsidiaries from the Date of Grant through such first anniversary. An additional one-third fifth of the SARs shall become exercisable on each subsequent anniversary of the Date of Grant, through the third fifth anniversary of the Date of Grant, when 100% of the SARs shall have become exercisable, if the Grantee remains in the continuous employ of the Company or one of its Subsidiaries from the Date of Grant through each such anniversary. For purposes of this Agreement, “continuous employ” (or substantially similar term) means the absence of any interruption or termination of the Grantee’s employment with the Company or with a Subsidiary of the Company. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 3(a) above, the SARs granted hereby shall become immediately exercisable in full if at any time during the continuous employment of the Grantee with the Company or a Subsidiary of the Company and prior to the termination of the SARs any of the following events occur: (i) the Grantee’s death or becoming Disabled while the Grantee is continuously employed by the Company or any of its Subsidiaries; or (ii) the Grantee’s retirement (A) at age 62 or older while continuously employed by the Company or any of its Subsidiaries; or (B) at or after such time as the Grantee’s age (minimum of age 55), plus full years of continuous employment by the Company or any of its Subsidiaries, equals 75. (c) For purposes of this Section 3, the Grantee shall be considered “Disabled” if the Grantee is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. (d) (i) Notwithstanding Section 3(a) above, if at any time before the third fifth anniversary of the Date of Grant or the termination of the SARs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the SARs will become fully exercisable, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 3(d)(ii) to continue, replace or assume the SARs covered by this Agreement (the “Replaced Award”). (iii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based stock appreciation rights) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control or is payable solely in cash, (D) if the 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 the tax consequences of the 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 3(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

Appears in 1 contract

Samples: Stock Appreciation Rights Agreement (Harsco Corp)