Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that: (a) if the Grantee’s Employment terminates as a result of (i) termination of the Grantee by Employer without Cause, (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basis, (B) any unvested portion of the Stock Units that was earned for the 2010 calendar year shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested as of the Date of Termination;; (b) with respect to the portion of the Stock Units that is earned for the 2010 calendar year, if the Grantee’s Employment terminates as a result of the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs; (c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee; (d) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination; (e) upon a Change of Control through December 31, 2013, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Stock Units to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EO (f) notwithstanding the foregoing, in the event of a Change of Control after the 2010 calendar year, any portion of the Stock Units that was earned with respect to the 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.
Appears in 1 contract
Samples: Management Performance Based Restricted Stock Unit Agreement (Sungard Capital Corp Ii)
Vesting of Stock Units. The Subject to the terms and conditions of this Agreement and to the provisions of the Plan, the Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, vest in accordance with Schedule Athe following schedule: __________, based on 20__ 50% of the Grantee’s continued Employment; providedAwarded Units __________, 20__ 100% of the Awarded Units provided however, that:
(a) if a. In the Grantee’s Employment terminates as a result of (i) termination event of the Grantee by Employer without Employee's Termination of Employment for Cause, (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) the Stock Units for the year of termination Employee shall Vest on a Pro Rata Basis, (B) any unvested portion forfeit all of the Stock Units that was earned for awarded hereby and all rights to receive Stock in payment of such Stock Units;
b. In the 2010 calendar year event of the Employee's voluntary Termination of Employment, the Employee shall become fully vested forfeit all rights to Stock Units unvested as of the Date date of TerminationEmployee's Termination of Employment and all rights to receive Stock in payment of such forfeited Stock Units;
c. In the event of a Change in Control, any remaining restrictions applicable to any then unvested Stock Units shall lapse, and (C) if a Change such Stock Units shall become free of Control has occurredall restrictions and become fully vested; and
d. In the event of the Employee's death or disability, or in the event of the Employee's involuntary Termination of Employment without Cause or Retirement prior to the vesting of the Stock Units, the Compensation Committee shall have the discretion to waive, in whole or in part, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested as of the Date of Termination;;
(b) or all remaining payment limitations with respect to the portion Stock Units awarded under this Agreement. For purposes of this Agreement, if the Employee is a local national of and employed in a country that is a member of the European Union, the grant of the Stock Units that is earned for and the 2010 calendar year, if terms and conditions governing the Grantee’s Employment terminates as a result Award are intended to comply with the age discrimination provisions of the Grantee’s resignation EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent a court or Retirement, then the Stock Units shall be deemed to have stopped vesting as tribunal of competent jurisdiction determines that any provision of the Date of Termination of such GranteeAward is invalid or unenforceable, and no portion of in whole or in part, under the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee;
(d) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;
(e) upon a Change of Control through December 31, 2013Age Discrimination Rules, the Stock Units shall Vest on a Return-on-Equity Basis; provided thatCompany, upon such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause shall have the Stock Units power and authority to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, revise or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, in the event of a Change of Control after the 2010 calendar year, any portion of the Stock Units that was earned with respect strike such provision to the 2010 calendar year based on Schedule A minimum extent necessary to make it valid and that has not yet vested shall vest in enforceable to the full upon the Change of Controlextent permitted under local law.
Appears in 1 contract
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on attainment of the performance goals specified on Schedule A and the Grantee’s continued Employment; provided, however, that:
(a) if the Grantee’s Employment terminates as a result of (i) termination of the Grantee by Employer without Cause, Cause or (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) if the Date of Termination occurs during the Performance Period, the Stock Units for the year of termination shall Vest on a Pro Rata Basis, and (B) if the Date of Termination occurs after end of the Performance Period, any unvested portion of the Stock Units that was were earned for the 2010 calendar year Performance Period shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, ; any amount unvested Stock Units that is scheduled to do not vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) as described above shall become fully vested as of the Date of Termination;be forfeited;
(b) if the Grantee’s Employment terminates for any reason before the Performance Period begins, no Stock Units shall be earned or vested with respect to the portion of Performance Period, and the Stock Units that is earned for the 2010 calendar year, shall be forfeited;
(c) if the Grantee’s Employment terminates as a result of resignation by the Grantee’s resignation or Retirement, then (A) if the Date of Termination occurs during the Performance Period, no Stock Units shall be deemed earned or vested with respect to have stopped the Performance Period, and (B) if the Date of Termination occurs after end of the Performance Period, any Stock Units that were earned for the Performance Period shall stop vesting as of the Date of Termination of such GranteeTermination, and no portion of the unvested Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Granteeforfeited;
(d) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;; and
(e) upon a Change of Control through December 31, 2013during the Performance Period, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon Compensation Committee of the Board and the CEO will determine in mutual consultation the effect of such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause on the Stock Units to Vest on Units, which shall be treated in a Return-on-Equity Basis treating manner they jointly consider equitable under the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013circumstances; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, provided that in the event of a Change of Control after the 2010 calendar yearPerformance Period, any portion of the Stock Units that was were earned with respect to the 2010 calendar year based on Schedule A Performance Period and that has have not yet vested shall vest in full upon the Change of Control.
Appears in 1 contract
Samples: Management Performance Based Restricted Stock Unit Agreement (Sungard Capital Corp Ii)
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule Exhibit A, based on the Grantee’s continued Employment; provided, however, that:
(a) if If the Grantee’s Employment is terminated by Employer other than for Cause upon or within 12 months following a Change of Control, the Stock Units shall become fully vested;
(b) If the Grantee’s Employment terminates as a result of (i) termination of the Grantee by Employer without Cause, other than as provided in subsection (a) above, (ii) resignation by the Grantee or (iii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s RetirementDisability, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basisimmediately stop vesting, (B) and any unvested portion of the Stock Units that was earned for the 2010 calendar year shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested be forfeited as of the Date of Termination;;
(b) with respect to the portion of the Stock Units that is earned for the 2010 calendar year, if the Grantee’s Employment terminates as a result of the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee;
(d) if If the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the all unpaid Stock Units (vested and unvested) will be immediately forfeited by the Grantee and terminate as of the Date of Termination;; and
(ed) upon If the Grantee’s Employment terminates as a Change result of Control through December 31death, 2013and (i) if the Date of Termination occurs before the first anniversary of the Date of Grant, 66.67% of the Stock Units shall Vest on a Return-on-Equity Basis; provided thatbecome vested, upon such a Change of Control following which and any remaining unvested Stock continues to Units shall be held by any forfeited as of the Investors, if the Change Date of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Stock Units to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of ControlTermination, or (ii) permit if the Date of Termination occurs on or after the first anniversary but before the third anniversary of the Date of Grant, all remaining unvested Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, in the event of a Change of Control after the 2010 calendar year, any portion of the Stock Units that was earned with respect to the 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Controlbecome fully vested.
Appears in 1 contract
Samples: Management Time Based Restricted Stock Unit Agreement (Fidelity National Information Services, Inc.)
Vesting of Stock Units. The Subject to the terms and conditions of this Agreement and to the provisions of the Plan, the Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, vest in accordance with Schedule Athe following schedule: Date Vested Percentage February 28, based on 2019 50% of the Grantee’s continued Employment; providedAwarded Stock Units February 28, 2020 100% of the Awarded Stock Units provided however, that:
a. In the event of the Employee’s Termination of Employment for Cause, the Employee immediately shall forfeit all of the Stock Units awarded, hereby and all rights to receive Stock in payment of such Stock Units;
b. In the event of the Employee’s voluntary Termination of Employment, the Employee shall forfeit all rights to Stock Units unvested as of the date of the Employee’s Termination of Employment and all rights to receive Stock in payment of such forfeited Stock Units;
c. In the event of a Change in Control before the date the Stock Units become 100% vested, the restrictions applicable to any unvested Stock Units covered by this Award will remain in effect unless, after the Change in Control and before the date the Stock Units become 100% vested:
i. the Employee’s employment is involuntarily terminated by the Company (aother than for Cause) if the Grantee’s Employment terminates as a result of the Change in Control; or
ii. the Employee voluntarily terminates the Employee’s employment for Good Reason (as defined in Appendix A to this Agreement). If (i) termination of the Grantee by Employer without Cause, or (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for above occurs after a calendar year after 2010, the Grantee’s Retirement, then (A) Change in Control and before the Stock Units for become 100% vested, the year of termination shall Vest on a Pro Rata Basis, (B) restrictions applicable to any then unvested portion of Stock Units covered by this Award will lapse and the Stock Units that was earned for the 2010 calendar year shall will be free of all restrictions and become fully vested as of the Date date the Employee’s employment terminates; and
d. In the event of Terminationthe Employee’s death or disability, and (C) if a Change or in the event of Control has occurredthe Employee’s involuntary Termination of Employment without Cause or Retirement prior to the vesting of the Stock Units, the Compensation Committee shall have the discretion to waive, in whole or in part, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested as of the Date of Termination;;
(b) or all remaining payment limitations with respect to the portion Stock Units awarded under this Agreement. For purposes of this Agreement, any Termination of Employment shall be effective as of the earlier of (1) the date that the Employee tenders notice of resignation of employment, or (2) the date that the Employee ceases to actively provide services. In connection with the foregoing, the applicable termination date shall not be extended by any notice period mandated under local law (e.g., “garden leave” or similar period pursuant to local law), and the Company shall have the exclusive discretion to determine when the Employee is no longer actively providing service for purposes of the Stock Units that is earned for the 2010 calendar year, if the Grantee’s Employment terminates as a result of the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee;
(d) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;
(e) upon a Change of Control through December 31, 2013, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Stock Units to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, in the event of a Change of Control after the 2010 calendar year, any portion of the Stock Units that was earned with respect to the 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of ControlUnits.
Appears in 1 contract
Samples: Stock Units Award Agreement
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that:
(a) if the Grantee’s Employment terminates as a result of (i) termination of the Grantee by Employer without Cause, (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basis, (B) any unvested portion of the Stock Units that was earned for the 2009 or 2010 calendar year shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested as of the Date of Termination;;
(b) with respect to the portion of the Stock Units that is earned for the 2009 or 2010 calendar year, if the Grantee’s Employment terminates as a result of the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee;
(d) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;
(e) upon a Change of Control through December 31, 2013, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Stock Units to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EOand
(f) notwithstanding the foregoing, in the event of a Change of Control after the 2009 or 2010 calendar year, any portion of the Stock Units that was earned with respect to the 2009 or 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.
Appears in 1 contract
Samples: Senior Management Performance Based Restricted Stock Unit Agreement (Sungard Capital Corp Ii)
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that:
(a) if the Grantee’s Employment terminates as a result of (i) termination of the Grantee by Employer without Cause, (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basis, (B) any unvested portion of the Stock Units that was earned for the 2010 calendar year shall become fully vested as of the Date of Termination, and (C) if upon a Change of Control has occurred, any amount that is scheduled on or prior to vest on the one-December 30 of a calendar year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested as of the Date of Termination;;
(b) with respect and prior to the portion of date that the Stock Units that is earned for the 2010 calendar yearare fully vested, if the Grantee’s Employment terminates as a result of the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion one-third of the Stock Units shall be earned become vested, and any remaining unvested Stock Units shall continue to vest as provided for the calendar year in which the Date of Termination occursherein;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee;
(db) if the Grantee’s Employment terminates as a result of death on or prior to December 30 of a calendar year and prior to the date that the Stock Units are fully vested, one-third of the Stock Units shall become vested as of the Date of Termination, and any remaining unvested Stock Units shall be forfeited as of the Date of Termination;
(c) other than as provided for in subsection (a), if the Grantee’s Employment terminates (i) as a result of termination by Employer without Cause or as a result of resignation by Grantee for Good Reason and, in either case, Grantee has executed and not revoked the release required by the Employment Agreement or Employer did not provide such release or (ii) as a result of Grantee’s disability, then the Stock Units to vest in that Year of Termination shall vest on a pro rata basis, with such portion vesting being determined by multiplying (x) 8,430 by (y) (A) the number of days in which the Grantee was employed by Employer during the Year of Termination divided by (B) 365 (rounded to the nearest whole number of Stock Units), and any remaining unvested Stock Units shall be forfeited as of the Date of Termination; and
(d) if the Grantee’s Employment terminates (i) as a result of termination by Employer without Cause or by Grantee for Good Reason and, in either case, Grantee has not executed the release required by the Employment Agreement or has revoked such release, (ii) as a result of termination by Employer for Cause, or (iii) as a result of Grantee’s resignation without Good Reason, then all of the unvested Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;
(e) upon a Change of Control through December 31, 2013, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Stock Units to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, in the event of a Change of Control after the 2010 calendar year, any portion of the Stock Units that was earned with respect to the 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.
Appears in 1 contract
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on attainment of the performance goals specified on Schedule A and the Grantee’s continued Employment; provided, however, that:
(a) if the Grantee’s Employment terminates as a result of (i) termination of the Grantee by Employer without Cause, or (ii) Resignation for Good Reason by Grantee pursuant to Section 2.1 of the Grantee’s Disability or deathEmployment Agreement effective February 24, or (iii) with respect to Stock Units earned for a calendar year after 20102014, the Grantee’s Retirement, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basis, (B) any unvested portion of the Stock Units that was earned for the 2010 calendar year shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested as of the Date of Termination;vested;
(b) with respect to the portion of the Stock Units that is earned for the 2010 calendar year, if the Grantee’s Employment terminates as a result of the Grantee’s resignation Disability or Retirementdeath, then (i) if the Date of Termination occurs during the Performance Period, the Stock Units shall be deemed to have stopped vesting Vest on a Pro Rata Basis, and (ii) if the Date of Termination occurs after end of the Performance Period, any unvested Stock Units that were earned for the Performance Period shall become fully vested as of the Date of Termination of such Grantee, and no portion of the Termination; any unvested Stock Units that do not vest as described above shall be earned for the calendar year in which the Date of Termination occursforfeited;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of resignation by the Grantee’s resignation, other than for Resignation for Good Reason as provided in subsection (a) above, then (i) if the Date of Termination occurs during the Performance Period, no Stock Units shall be deemed earned or vested with respect to have stopped the Performance Period, and (ii) if the Date of Termination occurs after the end of the Performance Period, any Stock Units that were earned for the Performance Period shall stop vesting as of the beginning of the year containing the Date of Termination of such GranteeTermination, and the unvested Stock Units shall be forfeited;
(d) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;; and
(e) upon a Change of Control through December 31, 2013during the Performance Period and Xxxxxxx’s Employment is not terminated, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon Compensation Committee of the Board and the CEO will determine in mutual consultation the effect of such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause on the Stock Units to Vest on Units, which shall be treated in a Return-on-Equity Basis treating manner they jointly consider equitable under the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013circumstances; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, in the event of a Change of Control after the 2010 calendar yearend of the Performance Period, any portion of the Stock Units that was were earned with respect to the 2010 calendar year based on Schedule A Performance Period and that has have not yet vested shall vest in full upon the Change of Control.
(f) The portion of the Stock Units that Vest on a Pro Rata Basis at the end of the Performance Period upon Disability or death under Section 4(b) shall be a pro rata portion of the Stock Units that otherwise would have been earned at the end of the Performance Period, determined by multiplying (i) the number of Stock Units that otherwise would have been earned at the end of the Performance Period based upon attainment of the pre-determined performance goal, by (ii) (A) the number of days in which the Grantee was employed by Employer during the Performance Period divided by (B) 365 (the number of days in the Performance Period) (rounded to the nearest whole number of Stock Units). The Stock Units that are earned for the Performance Period as described in this Section 4(f) shall vest as of the last day of the Performance Period.
Appears in 1 contract
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that:
(a) if the Grantee’s Employment terminates as a result of (i) termination of the Grantee by Employer without Cause, Cause or (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basis, (B) and any unvested portion of the Stock Units that was were earned for the 2009 or 2010 calendar year shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested as of the Date of Termination;;
(b) with respect to the portion of the Stock Units that is earned for the 2010 calendar year, if the Grantee’s Employment terminates as a result of resignation or retirement by the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such the Grantee’s Employment; provided, however, that for the 2009 or 2010 calendar year, Stock Units that were earned in 2009 or 2010 shall be deemed to have stopped vesting as of the Date of Termination of the Grantee’s Employment and no Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(dc) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;; and
(ed) upon a Change of Control through December 31, 2013during the Performance Period, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon Compensation Committee of the Board and the CEO will determine in mutual consultation the effect of such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause on the Stock Units to Vest on Units, which shall be treated in a Return-on-Equity Basis treating manner they jointly consider equitable under the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013circumstances; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, provided that in the event of a Change of Control after the 2009 or 2010 calendar year, any portion of the Stock Units that was were earned with respect to the 2009 or 2010 calendar year based on Schedule A and that has have not yet vested shall vest in full upon the Change of Control.
Appears in 1 contract
Samples: Management Performance Based Restricted Stock Unit Agreement (Sungard Capital Corp)
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule Exhibit A, based on attainment of the performance goals specified on Exhibit A and the Grantee’s continued Employment; provided, however, that:
(a) Except as provided below, if the Grantee’s Employment terminates for any reason other than death before the end of the Performance Period, no Stock Units shall vest with respect to the Performance Period, and the Stock Units shall be forfeited as of the Date of Termination;
(b) If the Grantee’s Employment terminates as a result of death, and (i) termination if the Date of Termination occurs before the first anniversary of the Grantee by Employer without CauseDate of Grant, (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basis, (B) any unvested portion 66.67% of the Stock Units that was earned for the 2010 calendar year shall become fully vested as vested, or (ii) if the Date of Termination occurs on or after the first anniversary but before the third anniversary of the Date of TerminationGrant, and (C) if the Stock Units shall become fully vested. If the Grantee’s death occurs before a Change of Control has occurredControl, any the vested amount that is scheduled to vest shall be based on the one-year anniversary Target percentage described on Exhibit A and not on attainment of the Change of Control pursuant to Section 3(j)(i) above performance goals. Any remaining unvested Stock Units shall become fully vested be forfeited as of the Date of Termination;;
(b) with respect to the portion of the Stock Units that is earned for the 2010 calendar year, if the Grantee’s Employment terminates as a result of the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee;
(d) if If the Grantee’s Employment terminates as a result of termination by Employer for Cause, then none of the Stock Units shall be deemed vested and the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;; and
(ed) upon If a Change of Control through December 31occurs during the Performance Period, 2013and the Grantee’s Employment is terminated by Employer other than for Cause upon or within 12 months following a Change of Control, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result become fully vested in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Stock Units to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection accordance with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, in the event of a Change of Control after the 2010 calendar year, any portion of the Stock Units that was earned with respect to the 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.Exhibit A.
Appears in 1 contract
Samples: Management Performance Based Restricted Stock Unit Agreement (Sungard Capital Corp Ii)
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that:
(a) if the Grantee’s Employment terminates Except as a result of (i) termination of the Grantee by Employer without Cause, (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basis, (B) any unvested portion of the Stock Units that was earned for the 2010 calendar year shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested as of the Date of Termination;;
provided in subparagraph (b) with respect to the portion of the Stock Units that is earned for the 2010 calendar year, if the Grantee’s Employment terminates as a result of the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee;
(d) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;
(e) upon a Change of Control through December 31, 2013below, the Stock Units shall Vest become fully vested on a Return-on-Equity Basis; November 16, 2015 (the “Vesting Date”), provided thatthat the Participant remains continuously employed by, upon such a Change or providing services to, the Company (as defined in the Plan) from the Date of Control following which Stock continues to be held by any of Grant through the InvestorsVesting Date.
(b) Notwithstanding subparagraph (a) above, if the Change Participant’s employment or service with the Company terminates on account of Control would not result in full acceleration a termination by the Company on account of vesting pursuant to this Section 4(dthe Participant’s disability (as determined by the Committee) without giving effect to this provisoor death, and the Participant has been continuously employed by, or providing service to, the Administrator shallCompany from the Date of Grant to the date of such termination of employment or service by the Company, as it considers appropriate in its sole discretion, either (i) cause the Stock Units shall become fully vested on the date of such termination of employment or service (the “Separation Date”),
(c) Notwithstanding subparagraphs (a) and (b) above, if a Change in Control occurs prior to Vest on a Return-on-Equity Basis treating the Fair Market Value Vesting Date and the Separation Date and the Participant has been continuously employed by, or providing service to, the Company from the Date of any retained Stock as an amount received by Grant to the Investors in connection with date of the Change of in Control, or (ii) permit the Stock Units to Vest shall become fully vested on a Return-on-Equity Basis the date of the Change in connection with any disposition by Control (the Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EO“Change in Control Date”).
(fd) notwithstanding If the foregoing, Participant’s employment or service with the Company terminates for any reason other than that provided in subparagraph (b) above prior to the event of a Change of Control after the 2010 calendar year, any portion of date on which the Stock Units that was earned with respect are fully vested, the unvested Stock Units shall be forfeited and the Participant shall not have any rights to the 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change any corresponding shares of ControlRCM Stock.
Appears in 1 contract
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that:
(a) if the Grantee’s Employment terminates as a result of (i) termination of the Grantee by Employer without Cause, Cause or (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basis, (B) any unvested portion of the Stock Units that was earned for the 2009 or 2010 calendar year based on Schedule A shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested as of the Date of Termination;;
(b) if the Grantee’s Employment terminates as a result of resignation or retirement by the Grantee, (i) with respect to the portion of the Stock Units that is are earned for the 2009 or 2010 calendar year, if the Grantee’s Employment terminates as a result of the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such GranteeOptionee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
, and (cii) with respect to the portion of the Stock Units that is are earned for a calendar years year after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such GranteeOptionee;
(dc) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;; and
(ed) upon a Change of Control through December 31, 2013, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Stock Units to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EOand
(fe) notwithstanding the foregoing, in the event of a Change of Control after the 2009 or 2010 calendar year, any portion of the Stock Units that was earned with respect to the 2009 or 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Control.
Appears in 1 contract
Samples: Management Performance Based Restricted Stock Unit Award Agreement (Sungard Capital Corp Ii)
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that:
(a) if the Grantee’s Employment terminates Except as a result of (i) termination of the Grantee by Employer without Cause, (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basis, (B) any unvested portion of the Stock Units that was earned for the 2010 calendar year shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested as of the Date of Termination;;
provided in subparagraph (b) with respect to the portion of the Stock Units that is earned for the 2010 calendar year, if the Grantee’s Employment terminates as a result of the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee;
(d) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;
(e) upon a Change of Control through December 31, 2013below, the Stock Units shall Vest become fully vested on a Return-on-Equity Basis; December 11, 2017 (the “Vesting Date”), provided thatthat the Participant remains continuously employed by, upon such a Change or providing services to, the Company (as defined in the Plan) from the Date of Control following which Stock continues to be held by any of Grant through the InvestorsVesting Date.
(b) Notwithstanding subparagraph (a) above, if the Change Participant’s employment or service with the Company terminates on account of Control would not result in full acceleration a termination by the Company on account of vesting pursuant to this Section 4(dthe Participant’s disability (as determined by the Committee) without giving effect to this provisoor death, and the Participant has been continuously employed by, or providing service to, the Administrator shallCompany from the Date of Grant to the date of such termination of employment or service by the Company, as it considers appropriate in its sole discretion, either (i) cause the Stock Units shall become fully vested on the date of such termination of employment or service (the “Separation Date”).
(c) Notwithstanding subparagraphs (a) and (b) above, if a Change in Control occurs prior to Vest on a Return-on-Equity Basis treating the Fair Market Value Vesting Date and the Separation Date and the Participant has been continuously employed by, or providing service to, the Company from the Date of any retained Stock as an amount received by Grant to the Investors in connection with date of the Change of in Control, or (ii) permit the Stock Units to Vest shall become fully vested on a Return-on-Equity Basis the date of the Change in connection with any disposition by Control (the Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EO“Change in Control Date”).
(fd) notwithstanding If the foregoing, Participant’s employment or service with the Company terminates for any reason other than that provided in subparagraph (b) above prior to the event of a Change of Control after the 2010 calendar year, any portion of date on which the Stock Units that was earned with respect are fully vested, the unvested Stock Units shall be forfeited and the Participant shall not have any rights to the 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change any corresponding shares of ControlRCM Stock.
Appears in 1 contract
Vesting of Stock Units. The Subject to the terms and conditions of this Agreement and to the provisions of the Plan, the Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, vest in accordance with Schedule Athe following schedule: February 28, based on 2019 50% of the Grantee’s continued Employment; providedAwarded Stock Units February 28, 2020 100% of the Awarded Stock Units provided however, that:
a. In the event of the Employee’s Termination of Employment for Cause, the Employee immediately shall forfeit all of the Stock Units awarded, hereby and all rights to receive Stock in payment of such Stock Units;
b. In the event of the Employee’s voluntary Termination of Employment, the Employee shall forfeit all rights to Stock Units unvested as of the date of the Employee’s Termination of Employment and all rights to receive Stock in payment of such forfeited Stock Units;
c. In the event of a Change in Control before the date the Stock Units become 100% vested, the restrictions applicable to any unvested Stock Units covered by this Award will remain in effect unless, after the Change in Control and before the date the Stock Units become 100% vested:
i. the Employee’s employment is involuntarily terminated by the Company (aother than for Cause) if the Grantee’s Employment terminates as a result of the Change in Control; or
ii. the Employee voluntarily terminates the Employee’s employment for Good Reason (as defined in Appendix A to this Agreement). If (i) termination of the Grantee by Employer without Cause, or (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for above occurs after a calendar year after 2010, the Grantee’s Retirement, then (A) Change in Control and before the Stock Units for become 100% vested, the year of termination shall Vest on a Pro Rata Basis, (B) restrictions applicable to any then unvested portion of Stock Units covered by this Award will lapse and the Stock Units that was earned for the 2010 calendar year shall will be free of all restrictions and become fully vested as of the Date date the Employee’s employment terminates; and
d. In the event of Terminationthe Employee’s death or disability, and (C) if a Change or in the event of Control has occurredthe Employee’s involuntary Termination of Employment without Cause or Retirement prior to the vesting of the Stock Units, the Compensation Committee shall have the discretion to waive, in whole or in part, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested as of the Date of Termination;;
(b) or all remaining payment limitations with respect to the portion Stock Units awarded under this Agreement. For purposes of this Agreement, any Termination of Employment shall be effective as of the earlier of (1) the date that the Employee tenders notice of resignation of employment, or (2) the date that the Employee ceases to actively provide services. In connection with the foregoing, the applicable termination date shall not be extended by any notice period mandated under local law (e.g., “garden leave” or similar period pursuant to local law), and the Company shall have the exclusive discretion to determine when the Employee is no longer actively providing service for purposes of the Stock Units that is earned for the 2010 calendar year, if the Grantee’s Employment terminates as a result of the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee;
(d) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;
(e) upon a Change of Control through December 31, 2013, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Stock Units to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, in the event of a Change of Control after the 2010 calendar year, any portion of the Stock Units that was earned with respect to the 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of ControlUnits.
Appears in 1 contract
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that:
(a) except as provided in subsections 4(d) and (e) below, if the Grantee’s Employment terminates as a result of (i) termination of the Grantee by Employer without Cause, Cause or (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basis, (B) any unvested portion of the Stock Units that was earned for the 2010 calendar year shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested as of the Date of Termination;;.
(b) with respect to the portion of the Stock Units that is earned for the 2010 calendar year, if the Grantee’s Employment terminates except as a result of the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, provided in subsections 4(d) and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(ce) with respect to the portion of the Stock Units that is earned for calendar years after 2010below, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee;.
(dc) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then all of the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;.
(d) if a Change of Control occurs after the second anniversary of the Effective Date, the Stock Units will become fully vested (i) on the date of termination of employment if Grantee’s employment is terminated by Employer without Cause or by Grantee for Good Reason and such termination occurs on or within 18 months following the Change of Control or (ii) on the date of the Change of Control if an In Contemplation Termination has occurred.
(e) upon if a Change of Control through December 31occurs prior to the second anniversary of the Effective Date, 2013, 50% of the unvested Stock Units shall Vest will vest upon (A) Grantee’s termination of employment by Employer without Cause or by Grantee for Good Reason if such termination occurs on a Return-on-Equity Basis; provided that, upon such a Change of Control or within 18 months following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration or (B) the date of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Stock Units to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of ControlControl if an In Contemplation Termination occurred, or (ii) permit and the balance of the unvested Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition will be immediately forfeited by the Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, in the event of a Change of Control after the 2010 calendar year, any portion of the Stock Units that was earned with respect to the 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of ControlGrantee.
Appears in 1 contract
Samples: Management Performance Based Restricted Stock Unit Agreement (Sungard Capital Corp Ii)
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that:
(a) if the Grantee’s Employment terminates on or after January 1, 2012 as a result of (i) termination of the Grantee by Employer without Cause, Cause or (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) if the Date of Termination occurs during the Performance Period, the Stock Units for the year of termination shall Vest on a Pro Rata Basis, and (B) if the Date of Termination occurs after end of the Performance Period, any unvested portion of the Stock Units that was were earned for the 2010 calendar year shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above Performance Period shall become fully vested as of the Date of Termination;;
(b) if the Grantee’s Employment terminates for any reason before January 1, 2012, no Stock Units shall be earned or vested with respect to the portion of the Stock Units that is earned for the 2010 calendar year, Performance Period;
(c) if the Grantee’s Employment terminates as a result of resignation by the Grantee’s resignation or Retirement, then (A) if the Date of Termination occurs during the Performance Period, no Stock Units shall be earned or vested with respect to the Performance Period, and (B) if the Date of Termination occurs after end of the Performance Period, any Stock Units that were earned in the Performance Period shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such GranteeTermination;
(d) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;; and
(e) upon a Change of Control through December 31, 2013during the Performance Period, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon Compensation Committee of the Board and the CEO will determine in mutual consultation the effect of such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause on the Stock Units to Vest on Units, which shall be treated in a Return-on-Equity Basis treating manner they jointly consider equitable under the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013circumstances; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, provided that in the event of a Change of Control after the 2010 calendar yearPerformance Period, any portion of the Stock Units that was were earned with respect to the 2010 calendar year based on Schedule A Performance Period and that has have not yet vested shall vest in full upon the Change of Control.
Appears in 1 contract
Samples: Management Performance Based Restricted Stock Unit Agreement (Sungard Capital Corp Ii)
Vesting of Stock Units. The Subject to the terms and conditions of this Agreement and to the provisions of the Plan, the Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, vest in accordance with Schedule Athe following schedule: _______, based on 2016 One-third of the Grantee’s continued Employment; providedAwarded Stock Units _______, 2017 Two-thirds of the Awarded Stock Units _______, 2018 100% of the Awarded Stock Units provided however, that:
(a) if a. In the Grantee’s Employment terminates as a result of (i) termination event of the Grantee by Employer without Employee’s Termination of Employment for Cause, (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) the Stock Units for the year of termination Employee immediately shall Vest on a Pro Rata Basis, (B) any unvested portion forfeit all of the Stock Units that was earned for awarded, hereby and all rights to receive Stock in payment of such Stock Units;
b. In the 2010 calendar year event of the Employee’s voluntary Termination of Employment, the Employee shall become fully vested forfeit all rights to Stock Units unvested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary date of the Change Employee’s Termination of Control pursuant Employment and all rights to Section 3(j)(i) above shall become fully vested as receive Stock in payment of the Date of Termination;such forfeited Stock Units;
(b) with respect to the portion of the Stock Units that is earned for the 2010 calendar year, if the Grantee’s Employment terminates as a result of the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee;
(d) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;
(e) upon a Change of Control through December 31, 2013, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Stock Units to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, in c. In the event of a Change of Control after the 2010 calendar yearin Control, any portion remaining restrictions applicable to any then unvested Stock Units shall lapse, and such Stock Units shall become free of all restrictions and become fully vested; and
d. In the event of the Employee’s death or disability, or in the event of the Employee’s involuntary Termination of Employment without Cause or Retirement prior to the vesting of the Stock Units that was earned Units, the Compensation Committee shall have the discretion to waive, in whole or in part, any or all remaining payment limitations with respect to the 2010 calendar year based on Schedule A Stock Units awarded under this Agreement. For purposes of this Agreement, any Termination of Employment shall be effective as of the earlier of (1) the date that the Employee tenders notice of resignation of employment, or (2) the date that the Employee ceases to actively provide services. In connection with the foregoing, the applicable termination date shall not be extended by any notice period mandated under local law (e.g., “garden leave” or similar period pursuant to local law), and that has not yet vested the Company shall vest in full upon have the Change exclusive discretion to determine when the Employee is no longer actively providing service for purposes of Controlthe Stock Units.
Appears in 1 contract
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule Exhibit A, based on attainment of the performance goals specified on Exhibit A and the Grantee’s continued Employment; provided, however, that:
(a) Except as provided below, if the Grantee’s Employment terminates for any reason other than death before the end of the Performance Period, no Stock Units shall vest with respect to the Performance Period, and the Stock Units shall be forfeited as of the Date of Termination;
(b) If the Grantee’s Employment terminates as a result of death, and (i) termination if the Date of Termination occurs before the first anniversary of the Grantee by Employer without CauseDate of Grant, (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basis, (B) any unvested portion 66.67% of the Stock Units that was earned for the 2010 calendar year shall become fully vested vested, and any remaining unvested Stock Units shall be forfeited as of the Date of Termination, and or (Cii) if a Change the Date of Control has occurred, any amount that is scheduled to vest Termination occurs on or after the one-year first anniversary of but before the Change of Control pursuant to Section 3(j)(i) above shall become fully vested as third anniversary of the Date of Termination;;
(b) with respect to the portion of Grant, the Stock Units that is earned for the 2010 calendar yearshall become fully vested. For purposes of this Section 4(b), if the Grantee’s Employment terminates as a result of the Grantee’s resignation or Retirementdeath before a Change in Control, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Granteebecome vested based on performance at Target, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignationdeath after a Change in Control, then the Stock Units shall be deemed to have stopped vesting as of become vested upon the beginning of the year containing the Date of Termination of such GranteeChange in Control in accordance with Exhibit A;
(dc) if If the Grantee’s Employment terminates as a result of termination by Employer for Cause, then none of the Stock Units shall be deemed vested and the unpaid Stock Units (vested and unvested) will be immediately forfeited by the Grantee and terminate as of the Date of Termination;; and
(ed) upon If a Change of Control through December 31occurs during the Performance Period, 2013and if, during the Performance Period, the Grantee’s Employment is terminated by Employer other than for Cause upon or following a Change of Control, the Stock Units determined in accordance with Exhibit A, paragraph 3 shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Stock Units to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, in the event of a Change of Control after the 2010 calendar year, any portion of the Stock Units that was earned with respect to the 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of Controlbecome fully vested.
Appears in 1 contract
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that:
(a) if the Grantee’s Employment terminates as a result of (i) termination of the Grantee by Employer without Cause, (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basis, (B) and any unvested portion of the Stock Units that was earned for the 2010 calendar year shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested as of the Date of Termination;;
(b) with respect to the portion of the Stock Units that is earned for the 2010 calendar year, if the Grantee’s Employment terminates as a result of the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee;
(d) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;; and
(e) upon a Change of Control through December 31, 2013during the Performance Period, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon Compensation Committee of the Board and the CEO will determine in mutual consultation the effect of such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause on the Stock Units to Vest on Units, which shall be treated in a Return-on-Equity Basis treating manner they jointly consider equitable under the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013circumstances; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, provided that in the event of a Change of Control after the 2010 calendar year, any portion of the Stock Units that was were earned with respect to the 2010 calendar year based on Schedule A and that has have not yet vested shall vest in full upon the Change of Control.
Appears in 1 contract
Samples: Management Performance Based Restricted Stock Unit Agreement (Sungard Capital Corp Ii)
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that:
(a) if the Grantee’s Employment terminates as a result of (i) termination of the Grantee by Employer without Cause, Cause or (ii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basis, (B) and any unvested portion of the Stock Units that was were earned for the 2009 or 2010 calendar year shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested as of the Date of Termination;;
(b) with respect to the portion of the Stock Units that is earned for the 2010 calendar year, if the Grantee’s Employment terminates as a result of resignation by the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such the Grantee’s Employment; provided, however, Stock Units that were earned in 2009 or 2010 shall be deemed to have stopped vesting as of the Date of Termination of the Grantee’s Employment and no Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(dc) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;; and
(ed) upon a Change of Control through December 31, 2013during the Performance Period, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon Compensation Committee of the Board and the CEO will determine in mutual consultation the effect of such a Change of Control following which Stock continues to be held by any of the Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause on the Stock Units to Vest on Units, which shall be treated in a Return-on-Equity Basis treating manner they jointly consider equitable under the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013circumstances; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, provided that in the event of a Change of Control after the 2009 or 2010 calendar year, any portion of the Stock Units that was were earned with respect to the 2009 or 2010 calendar year based on Schedule A and that has have not yet vested shall vest in full upon the Change of Control.
Appears in 1 contract
Samples: Management Performance Based Restricted Stock Unit Agreement (Sungard Capital Corp Ii)
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that:
(a) if the Grantee’s Employment is terminated by Employer other than for Cause within six months following a Change of Control, the Stock Units shall become fully vested;
(b) if the Grantee’s Employment terminates as a result of (i) termination of the Grantee by Employer without Cause, other than as provided in subsection (a) above, (ii) resignation by the Grantee or (iii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s RetirementDisability, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basisimmediately stop vesting, (B) and any unvested portion of the Stock Units that was earned for the 2010 calendar year shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested be forfeited as of the Date of Termination;;
(b) with respect to the portion of the Stock Units that is earned for the 2010 calendar year, if the Grantee’s Employment terminates as a result of the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee;
(d) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then all of the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;; and
(ed) upon if the Grantee’s Employment terminates as a Change result of Control through December 31death, 2013(i) if the Date of Termination occurs before the first anniversary of the Date of Grant, 50% of the Stock Units shall become vested, (ii) if the Date of Termination occurs on or after the first anniversary but before the second anniversary of the Date of Grant, 75% of the Stock Units shall become vested, or (iii) if the Date of Termination occurs on or after the second anniversary of the Date of Grant, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which become fully vested. Any remaining unvested Stock continues to Units shall be held by any forfeited as of the Investors, if the Change Date of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Stock Units to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, in the event of a Change of Control after the 2010 calendar year, any portion of the Stock Units that was earned with respect to the 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of ControlTermination.
Appears in 1 contract
Samples: Management Time Based Restricted Stock Unit Agreement (Sungard Capital Corp Ii)
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule Exhibit A, based on the Grantee’s continued Employment; provided, however, that:
(a) if If the Grantee’s Employment is terminated by Employer other than for Cause upon or within 12 months following a Change of Control, the Stock Units shall become fully vested;
(b) If the Grantee’s Employment terminates as a result of (i) termination of the Grantee by Employer without Cause, other than as provided in subsection (a) above, (ii) resignation by the Grantee or (iii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s RetirementDisability, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basisimmediately stop vesting, (B) and any unvested portion of the Stock Units that was earned for the 2010 calendar year shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i) above shall become fully vested be forfeited as of the Date of Termination;;
(b) with respect to the portion of the Stock Units that is earned for the 2010 calendar year, if the Grantee’s Employment terminates as a result of the Grantee’s resignation or Retirement, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignation, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee;
(d) if If the Grantee’s Employment terminates as a result of termination by Employer for Cause, then none of the Stock Units shall be deemed vested and all of the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;; and
(ed) upon If the Grantee’s Employment terminates as a Change result of Control through December 31death, 2013and (i) if the Date of Termination occurs before the first anniversary of the Date of Grant, 66.67% of the Stock Units shall become vested, or (ii) if the Date of Termination occurs on or after the first anniversary but before the third anniversary of the Date of Grant, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which become fully vested. Any remaining unvested Stock continues to Units shall be held by any forfeited as of the Investors, if the Change Date of Control would not result in full acceleration of vesting pursuant to this Section 4(d) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Stock Units to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EO
(f) notwithstanding the foregoing, in the event of a Change of Control after the 2010 calendar year, any portion of the Stock Units that was earned with respect to the 2010 calendar year based on Schedule A and that has not yet vested shall vest in full upon the Change of ControlTermination.
Appears in 1 contract
Samples: Management Time Based Restricted Stock Unit Agreement (Sungard Capital Corp Ii)
Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that:
(a) if the Grantee’s Employment terminates as a result of (i) termination of the Grantee by Employer without Cause, (ii) resignation by the Grantee for Good Reason, or (iii) the Grantee’s Disability or death, or (iii) with respect to Stock Units earned for a calendar year after 2010, the Grantee’s Retirement, then (A) the Stock Units for the year of termination shall Vest on a Pro Rata Basis, (B) any unvested portion of the Stock Units that was earned for the 2009 or 2010 calendar year shall become fully vested as of the Date of Termination, and (C) if a Change of Control has occurred, any amount that is scheduled to vest on the one-year anniversary of the Change of Control pursuant to Section 3(j)(i3(p)(i) above shall become fully vested as of the Date of Termination;;
(b) with respect to the portion of the Stock Units that is earned for the 2009 or 2010 calendar year, if the Grantee’s Employment terminates as a result of the Grantee’s retirement or as a result of the Grantee’s resignation or Retirementother than for Good Reason, then the Stock Units shall be deemed to have stopped vesting as of the Date of Termination of such Grantee, and no portion of the Stock Units shall be earned for the calendar year in which the Date of Termination occurs;
(c) with respect to the portion of the Stock Units that is earned for calendar years after 2010, if the Grantee’s Employment terminates as a result of the Grantee’s resignationRetirement or as a result of the Grantee’s resignation other than for Good Reason, then the Stock Units shall be deemed to have stopped vesting as of the beginning of the year containing the Date of Termination of such Grantee;
(d) if the Grantee’s Employment terminates as a result of termination by Employer for Cause, then the Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination;
(e) upon a Change of Control through December 31, 2013, the Stock Units shall Vest on a Return-on-Equity Basis; provided that, upon such a Change of Control following which Stock continues to be held by any of the Principal Investors, if the Change of Control would not result in full acceleration of vesting pursuant to this Section 4(d4(e) without giving effect to this proviso, the Administrator shall, as it considers appropriate in its sole discretion, either (i) cause the Stock Units to Vest on a Return-on-Equity Basis treating the Fair Market Value of any retained Stock as an amount received by the Investors in connection with the Change of Control, or (ii) permit the Stock Units to Vest on a Return-on-Equity Basis in connection with any disposition by the Principal Investors of a material portion of their remaining Stock during through December 31, 2013; and May 2010 Form US — Tier II EOand
(f) notwithstanding the foregoing, in the event of a Change of Control after the 2009 or 2010 calendar year, any portion of the Stock Units that was were earned with respect to the 2009 or 2010 calendar year based on Schedule A and that has have not yet vested shall vest in full upon the Change of Control.
Appears in 1 contract
Samples: Senior Management Performance Based Restricted Stock Unit Agreement (Sungard Capital Corp Ii)
