Vesting of the Restricted Stock. Subject to the terms of this Agreement and the Grantee’s compliance with the provisions set forth in the Restrictive Covenant Agreement attached hereto as Exhibit A (the “Restrictive Covenant Agreement”), the Restricted Stock conditionally vests as follows:
(a) The Restricted Stock covered by this Agreement shall vest and become nonforfeitable in three installments, one-third of the Restricted Stock shall vest on each of the first anniversary and second anniversary of the Date of Grant (or, if such date is not a business day, then on the next succeeding business day) and the remainder shall vest on the third anniversary of the Date of Grant (or, if such date is not a business day, then on the next succeeding business day), subject to the Grantee’s continuous service with the Company or a Subsidiary (“Continuous Service”) on each of these dates.
(b) Notwithstanding the provisions of Article II, Section 3(a), with respect to any Grantee who is or becomes Retirement Eligible, all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable, on the later of (i) the first anniversary of the Date of Grant or (ii) the date the Grantee becomes Retirement Eligible (or, if any of the above such dates is not a business day, then on the next succeeding business day).
(c) Notwithstanding the provisions of Article II, Section 3(a), if the Grantee leaves the employ of the Company or a Subsidiary following two years after the Date of Grant under circumstances determined by the Committee to be for the convenience of the Company, all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable.
(d) Notwithstanding the provisions of Article II, Section 3(a), if the following occur: (i) the death of the Grantee, (ii) the Grantee’s Continuous Service is terminated by the Company or a Subsidiary for Disability, or (iii) the occurrence of a Change in Control, then all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable.
Vesting of the Restricted Stock. (a) Except as otherwise provided in paragraphs 2(b) and 2(c) hereof, the Restricted Stock shall become vested in accordance with the following schedule, if, as of each such date, (i) the Management Services Agreement has not been terminated, (ii) there has not been a Cessation of Active Practice (as defined in paragraph 2(d) below) by the Stockholder, or (iii) the Stockholder has not died or become permanently disabled: Anniversary Date Cumulative Percentage of of this Agreement Restricted Stock Vested ----------------- ----------------------- First 25% Second 50% Third 75% Fourth 100%
Vesting of the Restricted Stock. Subject to the terms of this Agreement and the Grantee’s compliance with the provisions set forth in the Restrictive Covenant Agreement attached hereto as Exhibit A (the “Restrictive Covenant Agreement”), the Restricted Stock conditionally vests as follows:
(a) The Restricted Stock covered by this Agreement shall vest and become nonforfeitable on the third anniversary of the Date of Grant (or, if such date is not a business day, then on the next succeeding business day), subject to the Grantee’s continuous service with the Company or a Subsidiary (“Continuous Service”) during that three-year period.
(b) Notwithstanding the provisions of Article II, Section 3(a), if the following occur: (i) the death of the Grantee, (ii) the Grantee’s Continuous Service is terminated by the Company or a Subsidiary for Disability, or (iii) the occurrence of a Change in Control, then all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable.
(c) Notwithstanding the provisions of Article II, Section 3(a), if the Grantee leaves the employ of the Company or a Subsidiary within three years from the Date of Grant under circumstances determined by the Committee to be for the convenience of the Company, the Committee may, when, and as permitted by the Plan, determine that all of the Restricted Stock covered by this Agreement shall become nonforfeitable or transferable, as applicable.
Vesting of the Restricted Stock. If (i) you are continuously employed by the Company from the Grant Date, (ii) the First Trigger, as defined in Exhibit A, is met during your continuous employment, and (iii) one of the events described below occurs after the First Trigger is met and during your continuous employment, then your Restricted Stock will vest and will be transferred to you without restriction to the extent and upon the earlier occurrence of the following:
Vesting of the Restricted Stock. If (i) you are continuously employed by the Company for one year from the Grant Date and (ii) the fiscal 20__ Final Applicable Performance Criteria (as defined below) is equal to or greater than $_____, then the Restricted Stock will vest and will be transferred to you without restriction on the first trading day2 after the Company files its Annual Report on Form 10-K with the United States Securities and Exchange Commission for the fiscal year in which the Grant Date occurred. If all of the conditions described in the immediately preceding sentence are not fully satisfied, this Agreement will expire and all of your rights in the Restricted Stock will be forfeited. For purposes of this Agreement, the “Final Applicable Performance Criteria” for any fiscal year means the applicable performance criteria established in writing by the Compensation Committee (“Committee”) of the Company’s Board of Directors in the first quarter of such fiscal year and certified as actually attained (including the effect of permitted adjustments) by the Committee in the first quarter of the immediately subsequent fiscal year in accordance with the Big Lots 2006 Bonus Plan, as amended (or any successor to such Plan, hereinafter, the “Bonus Plan”). For the sake of clarity, the fiscal 20__ Final Applicable Performance Criteria shall equal the Company’s fiscal 20__ operating profit, adjusted to remove the effect of unusual or non-recurring events, transactions and accruals, established in writing by the Committee in _____ 20__ and certified by the Committee in the first quarter of fiscal 20__ in connection with bonuses payable under the Bonus Plan for fiscal 20__ performance. _____________________________ 2 As determined by the New York Stock Exchange or other national securities exchange or market that regulates Big Lots, Inc. common shares. Until the restrictions and conditions described in this Agreement have been met or this Agreement expires, whichever occurs earlier, the Restricted Stock will be held in escrow. The Company will defer distribution of any dividends that are declared on the Restricted Stock until the Restricted Stock vests. These dividends will be distributed at the same time the Restricted Stock vests or will be forfeited if the Restricted Stock does not vest. You may vote the Restricted Stock before all the terms and conditions described in this Agreement are met or until this Agreement expires, whichever occurs earlier. This is the case even though the Restrict...
Vesting of the Restricted Stock. The term “vest” as used herein with respect to any Share of Restricted Stock means the lapsing of the restrictions described herein with respect to such Share. The Restricted Stock shall become vested in accordance with, and subject to the conditions described in, Exhibit A to this Award Agreement. At any time, the portion of the Restricted Stock that has become vested is hereinafter referred to as the “Vested Portion” and any portion of the Restricted Stock that is not a Vested Portion is hereinafter referred to as the “Unvested Portion”.
Vesting of the Restricted Stock. The Restriction Period shall lapse and your Restricted Stock shall vest and be transferred to you without restriction on the earlier of (i) the Outside Date or (ii) the day on which an Acceleration Event occurs; provided, however, if your Employment Terminates before the Outside Date or the occurrence of an Acceleration Event, then this Agreement will expire and all of your rights in your Restricted Stock will be forfeited.
Vesting of the Restricted Stock. If (i) the First Trigger, as defined in Exhibit A, is met before your Termination of Employment or Service, and (ii) one of the events described below occurs after the First Trigger is met and your Termination of Employment or Service has not occurred on or prior to the vesting day associated with such occurrence, then your Restricted Stock will vest and be transferred to you without restriction to the extent and upon the earlier occurrence of the following:
Vesting of the Restricted Stock. Subject to the Participant’s continued Employment, the Restricted Stock shall become vested and non-forfeitable in two equal installments on each of the first and second anniversaries of the initial public offering of the Company. Notwithstanding any other provision of this Agreement to the contrary, in the event of a Change in Control, the Restricted Stock shall, to the extent not then vested and not previously forfeited, immediately become fully vested and non-forfeitable. Any Shares of Restricted Stock that become vested pursuant to this Section 2 shall hereinafter be referred to as “Vested Restricted Stock.”
Vesting of the Restricted Stock. (a) Except as otherwise provided in paragraphs 2(b) and 2(c) hereof, the Restricted Stock shall become vested in accordance with the following schedule, if, as of each such date, (i) the Management Services Agreement has not been terminated, (ii) there has not been a Cessation of Active Practice (as defined in paragraph 2(d) below) by the Stockholder, or (iii) the Stockholder has not died or become permanently disabled: Anniversary of the Date Cumulative Percentage of of this Agreement Restricted Stock Vested ----------------------- ------------------------ First 25% Second 50% Third 75% Fourth 100% Shares of the Restricted Stock which have become vested are referred to herein as "Vested Shares" and all other shares of the Restricted Stock are referred to herein as "Unvested Shares."
(i) The provisions of paragraph (ii) below shall be applicable only in the event that the Company has not amended that certain Restricted Stock Agreement entered into by and between the Company and Lehigh Valley Bone, Muscle and Joint Group, L.L.C., a Pennsylvania limited liability company ("Lehigh Valley"), in or about July, 1996, to delete that provision in such agreement which is substantially similar to paragraph (ii) below. If such agreement is so amended, paragraph (ii) below shall become null and void upon the Company's provision of notice thereof to the Medical Group, and the Restricted Stock shall become vested only in annual increments as provided in paragraph 2(a) above.
(ii) If the Management Services Agreement is terminated or there is a Cessation of Active Practice by the Stockholder, or if the Stockholder dies or becomes permanently disabled, on any date other than an anniversary date of the issuance of the Restricted Stock, the cumulative percentage of the Restricted Stock to become vested shall be determined on a pro rata basis according to the number of days elapsed since the prior anniversary date or the date of this Agreement (should such termination occur prior to the first anniversary date).
(c) Notwithstanding the foregoing, in the event of the death of the Stockholder, in addition to any shares that have vested in accordance with paragraphs 2(a) and 2(b) above, the number of Unvested Shares scheduled to become Vested Shares pursuant to paragraph 2(a) above during the eighteen-month period immediately following the date of death shall immediately become Vested Shares.
(d) For purposes of this Agreement, "Cessation of Active Practice" means a physician St...