Vesting of the Shares. (a) Twenty-five percent (25%) of the Shares automatically shall vest in Grantee on each of the first four (4) anniversaries of the Award Date (each such anniversary being referred to herein as a “Vesting Date”); provided, however, that no Shares shall vest in Grantee on a particular Vesting Date unless Grantee has been continuously employed by the Company from the Award Date until such Vesting Date. For purposes of this Agreement, in the context of employment of Grantee, the term “Company” shall include a Subsidiary (as defined in the Plan) if Grantee is then employed by a Subsidiary; provided, however, that neither a transfer of Grantee from the employ of the Company to the employ of a Subsidiary nor the transfer of Grantee from the employ of a Subsidiary to the employ of the Company or another Subsidiary shall be deemed to be a Termination of Employment of Grantee.
(b) Notwithstanding the provisions of Section 2(a), all Shares which have not previously vested in Grantee pursuant to Section 2(a) automatically shall vest in Grantee upon the occurrence of any of the following events while Grantee is employed by the Company:
(1) Grantee’s death;
(2) A Termination of Employment of Grantee by reason of a mental or physical condition that, in the opinion of the Committee, renders Grantee unable or incompetent to carry out the job responsibilities which Grantee then holds as an employee of the Company or the tasks to which Grantee is then assigned as an employee of the Company and that is expected to be permanent or to continue for an indefinite duration exceeding one year;
(3) A Termination of Employment of Grantee after Grantee has reached the age of sixty-five (65) years; or
(4) The occurrence of a Change of Control.
(c) Notwithstanding the provisions of Section 2(a), fifty percent (50%) of any Shares which have not previously vested in Grantee pursuant to Section 2(a) automatically shall vest in Grantee upon an involuntary Termination of Employment of Grantee without Cause.
(d) For purposes of this Agreement, a “Termination of Employment” of Grantee means the effective time when the employer-employee relationship between Grantee and the Company terminates for any reason whatsoever.
(e) For purposes of this Agreement, a “Change of Control” shall be deemed to have occurred upon the happening of any of the following events:
(1) The Company is merged or consolidated into another corporation or entity, and immediately after such merger or consolidation becomes ef...
Vesting of the Shares. A. The Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable on each of the vesting dates set forth above (each a “Vesting Date”) if the Participant remains in the continuous employ of the Company or an Affiliate from the Vesting Commencement Date through each applicable Vesting Date. Except as provided in paragraphs 2(b) through (e) below, if the Participant’s employment with the Company or an Affiliate is terminated prior to a Vesting Date, any Restricted Stock Units that remain unvested as of the date of such termination shall be forfeited.
B. If the Participant remains in the continuous employ of the Company or an Affiliate from the Vesting Commencement Date until the date the Participant’s employment is terminated due to Disability or death that occurs before the last Vesting Date, then any Restricted Stock Units that remain unvested will vest in full and become non-forfeitable as of the date of such termination.
C. If the Participant remains in the continuous employ of the Company or an Affiliate from the Vesting Commencement Date until the Participant’s Retirement Age, then any Restricted Stock Units that remain unvested upon attainment of Retirement Age will cease to be forfeitable upon the Participant’s subsequent termination of employment for any reason other than Cause; but rather, such Units shall remain outstanding and continue to “vest” and become payable upon each applicable Vesting Date.
D. If the Participant remains in the continuous employ of the Company or an Affiliate from the Vesting Commencement Date until the Participant incurs an Involuntary Termination Due to Position Elimination or Reorganization that occurs before the last Vesting Date, then any Restricted Stock Units that remain unvested will vest in a pro rata number of the Restricted Stock Units. The pro rata number of Restricted Stock Units that vest shall be determined by multiplying the unvested Restricted Stock Units corresponding to a particular Vesting Date by a fraction, the numerator of which is the number of full and partial calendar months of the Participant’s employment with the Company or an Affiliate from the first day of the Vesting Commencement Date to the date of termination, and the denominator of which is the number of full calendar months from the Vesting Commencement Date to the Vesting Date. A partial month of service shall count as a full month.
E. If the Participant remains in the continuous employ of the Company or a...
Vesting of the Shares. Subject to earlier expiration or termination as provided herein, the Shares will become vested and nonforfeitable as follows:
Vesting of the Shares. (a) The Shares covered by this agreement, irrespective of the date originally issued to the Trustee for Employee's benefit, shall become nonforfeitable as follows:
(i) one-third when the number of issued and outstanding shares of the Company's common stock, without par value ("Common Stock"), multiplied by the closing price of the Company's Common Stock on the Nasdaq National Market System over such period, or if the Company's Common Stock is not listed or admitted to trading in such system, the principal national securities exchange or market on which the Company's Common Stock is listed or admitted to trading, plus the liquidation value of all issued and outstanding preferred stock of Employer ("Market Capitalization"), exceeds Ninety Million Dollars ($90,000,000) for a continuous period over three consecutive months;
(ii) one-third when the Market Capitalization exceeds One Hundred Twenty Million Dollars ($120,000,000) for a continuous period over three consecutive months; and
(iii) one-third when the Market Capitalization exceeds One Hundred Fifty Million Dollars ($150,000,000) for a continuous period over three consecutive months,
Vesting of the Shares. (a) One-third of the Shares covered by this agreement, shall become nonforfeitable on the third, fourth and fifth anniversaries of the Date of Grant (so that 100% of the Shares will be nonforfeitable on the fifth anniversary of the Date of Grant), subject to the Employee remaining in the continuous employ of the Company or a subsidiary during the applicable vesting period. For the purposes of this agreement: "subsidiary" shall mean a corporation, partnership, joint venture, unincorporated association or other entity in which the Company has a direct or indirect ownership or other equity interest of more than fifty percent (50%); the continuous employment of the Employee with the Company or a subsidiary shall not be deemed to have been interrupted, and the Employee shall not be deemed to have ceased to be an employee of the Company or a subsidiary, by reason of (i) the transfer of his employment among the Company and its subsidiaries or (ii) a leave of absence approved by the Committee for illness, military or governmental service or other reasons.
Vesting of the Shares. (a) One-third of the Shares covered by this agreement, shall become nonforfeitable on the first, second and third anniversaries of the Date of Grant (so that 100% of the Shares will be nonforfeitable on the third anniversary of the Date of Grant), subject to Grantee remaining as a director of the Company during the applicable vesting period.
(b) Notwithstanding the vesting provisions of Section 3(a) hereof, in the event that Grantee's position as a director of the Company ceases by reason of Grantee's death, all Shares covered by this agreement shall become immediately vested.
Vesting of the Shares. The Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable on the dates set forth above, each such date a “Vesting Date”, provided the Participant remains in continuous service with the Company or an Affiliate of the Company through the applicable Vesting Date. If the Participant’s service with the Company or an Affiliate is terminated prior to the applicable Vesting Date, any Restricted Stock Units that remain unvested as of the date of such termination shall be forfeited.
Vesting of the Shares. On each of September 30, 1999 and the last day of each of the seven calendar quarters thereafter and provided that Purchaser has not then terminated his continuous employment with the Company, 25,000 Shares shall vest and no longer be subject to the Lapsing Repurchase Right; provided, however, that in the event that at any time before the Shares are fully vested either the Company terminates Purchaser's employment for any reason other than "for cause" (as defined in Section 6.1(d)) or Purchaser terminates his employment for "good reason" (as defined in Section 6.1(e)), all of the unvested Shares shall on the date of termination of Purchaser's employment with the Company vest and no longer be subject to the Lapsing Repurchase Right.
Vesting of the Shares. (a) The Participant’s interest in one-third of the Shares shall vest and become nonforfeitable on each of the first anniversary of the Date of Grant and the second and third anniversaries of the Vesting Commencement Date (each a “Vesting Date”) if the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant through each applicable Vesting Date. Except as provided in paragraphs 2(b) or (c), if the Participant’s employment with the Company or an Affiliate is terminated prior to a Vesting Date, any Shares that remain unvested as of the date of such termination shall be forfeited.
(b) If the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date the Participant’s employment is terminated due to Disability or death that occurs before the last Vesting Date, then any Shares that remain unvested will vest in full and become nonforfeitable as of the date of such termination.
(c) If the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until a Control Change Date that occurs before the last Vesting Date and the Participant’s employment is terminated pursuant to a Qualifying Termination as of the Control Change Date or within twelve months following the Control Change Date, then any Shares that remain unvested will vest in full and become nonforfeitable as of the Control Change Date.
Vesting of the Shares. The Shares vest as follows: 25,000 of the Shares shall vest on September 30, 2000 and the remaining 75,000 shares shall vest in 12 equal quarterly installments, with the first installment vesting on December 31, 2000 and one additional installment vesting on the last day of each of the 11 calendar quarters thereafter, provided that on each vesting date Purchaser has not then terminated his continuous employment with the Company; provided, however, that in the event that at any time before the Shares are fully vested either the Company terminates Purchaser's employment for any reason other than "for cause" (as defined in Section 6.1(d)) or Purchaser terminates his employment for "good reason" (as defined in Section 6.1(e)), all of the unvested Shares shall on the date of termination of Purchaser's employment with the Company vest and no longer be subject to the Lapsing Repurchase Right.
