Vesting of the Stock Unit Grant Sample Clauses

Vesting of the Stock Unit Grant. (a) Subject to Section 5 below and the other terms and conditions of this Grant Agreement and the Plan, the Employee shall become vested in a portion of the Stock Unit Grant and all restrictions on such portion of the Stock Unit Grant shall lapse on the following dates (the “Vesting Dates”) if the Employee remains continuously employed by the Employer from the Date of Grant through the applicable Vesting Dates (such vesting schedule, the “Vesting Schedule”); provided, however, that the Stock Unit Grant shall become immediately vested in full and settle (upon a Change in Control (as defined in the Employment Agreement)) if the Employee is employed by the Employer as of the date of the Change in Control: January 31, 2016 38 % January 31, 2017 41 % January 31, 2018 21 % (b) Notwithstanding the Vesting Schedule, the unvested portion of the Stock Unit Grant shall (i) become immediately vested in full and settle upon the Employee’s Termination of Service (as defined below) due the Employee’s death or Permanent Disability (as defined in the Employment Agreement) and (ii) fully vest upon Employee’s Termination of Service without Cause (as defined in the Employment Agreement) or Termination of Service for Good Reason (as defined in the Employment Agreement) but shall continue to be settled over the Vesting Schedule; provided that in the case Termination of Service due to the Employee’s Permanent Disability or Employee’s Termination of Service without Cause or for Good Reason, the Employee shall (i) comply with and remain subject to the provisions of Sections 6.01 (Confidential Information), 7.01 (Intellectual Property), 8.01 (Delivery of Material Upon Termination of Employment), 9.01 (Noncompetition), 9.02 (Nonsolicitation) and 13.03 (Cooperation) of the Employment Agreement and (ii) have timely executed and not revoked a release, the form of which is attached to the Employment Agreement. (c) Upon the issuance of the shares of Company Stock that the Executive is entitled to receive on the January 31, 2016 Vesting Date (the “2016 Tranche”), such shares shall be placed in a brokerage account held in the name of the Executive through the first anniversary of his Start Date (as defined in the Employment Agreement). Upon any Termination of Service of the Executive that occurs on or prior to the first anniversary of his Start Date, other than as set forth above in Section 4(a) and (b), the Executive shall return to the Company a prorated number of shares subject to the 2...
Sample 1
AutoNDA by SimpleDocs
Vesting of the Stock Unit Grant. (a) Subject to Section 5 below and the other terms and conditions of this Grant Agreement and the Plan, this Stock Unit Grant shall become vested in full and all restrictions on the Stock Unit Grant shall lapse on the third anniversary of the Date of Grant if the Employee has remained continuously employed by the Employer from the Date of Grant through the vesting date; provided, however, that the Stock Unit Grant shall become immediately vested in full (i) upon a Change in Control if the Employee is employed by the Employer as of the date of the Change in Control or (ii) upon the Employee’s Termination of Service (as defined below) due to the Employee’s death or Disability (as defined below).
Sample 1Sample 2
Vesting of the Stock Unit Grant. (a) Subject to the terms and conditions of this Grant Agreement, the Subplan and the 2007 Plan, this Stock Unit Grant shall become vested and the restrictions on the Stock Unit Grant shall lapse in three approximately equal annual installments, beginning on the first anniversary of the Date of Grant if the Director is serving as a Non-Employee Director, or is deemed to be serving as a Non-Employee Director in accordance with Section 5 below, as of each applicable vesting date; provided, however, that the Stock Unit Grant shall become immediately vested in full (i) on or following a Change in Control if the Director ceases to serve as a Non-Employee Director, or ceases to be deemed to be serving as a Non-Employee Director in accordance with Section 5 below, in each case, for any reason other than Cause or (ii) in the event that the Director ceases to serve as a Non-Employee Director due to the Director’s death or Disability (as defined below). In the event the Director ceases to serve as a Non-Employee Director for any other reason not described or provided for herein, any portion of the Stock Unit Grant that has not yet vested shall be forfeited.
Sample 1
Vesting of the Stock Unit Grant. Subject to Section 5 below and the other terms and conditions of this Grant Agreement and the Plan, one-third of this Stock Unit Grant shall become vested if the Employee has remained continuously employed by the Employer from the Date of Grant through the vesting date and is in Good Standing (as defined below) on the vesting date; provided, however, that the Stock Unit Grant shall become immediately vested in full (i) upon a Change in Control Termination (as defined below) or (ii) upon the Employee’s Termination of Service (as defined below) due to the Employee’s death or Disability (as defined below). To the extent the Change in Control Termination occurs during the six-month period prior to the Change in Control, the Stock Unit Grant shall become vested in full immediately prior to the Change in Control. Unless otherwise provided by the Committee, all amounts receivable in connection with any adjustments to the Company Stock under Section 5(d) of the Plan shall be subject to the vesting schedule in this Section 4.
Sample 1
Vesting of the Stock Unit Grant. (a) Except as otherwise provided herein, a percentage between 0% and 100% of the Stock Units underlying this Stock Unit Grant shall vest on [insert third anniversary of the Date of Grant], provided that the Employee has remained continuously employed by the Employer from the Date of Grant through the vesting date, based on the amount of the Employer’s “Cumulative Three Year Pre-Tax Operating Income” (as defined below) determined in accordance with the following schedule: Less than $ million 0 % $ million 25 % $ million 50 % $ million 75 % $ million or more 100 % In the event the amount of Cumulative Three Year Pre-Tax Operating Income is between two of the thresholds set forth in the schedule above, the percentage of the Stock Units underlying the Stock Unit Grant that shall vest shall be determined by multiplying (A) 25% by (B) a fraction, the numerator of which is the excess of the actual Cumulative Three Year Pre-Tax Operating Income over the next lowest vesting threshold and the denominator of which is the excess of the next higher vesting threshold over the next lower vesting threshold and adding the product to the percentage corresponding to the next lowest vesting threshold. For example, if Cumulative Three Year Pre-Tax Operating Income is $ million, the vesting percentage would be 86.5% = [[( - )/( - )] x 25%] + 75%.
Sample 1
Vesting of the Stock Unit Grant. Subject to Section 5 below and the other terms and conditions of this Grant Agreement and the Plan, this Stock Unit Grant shall become vested if the Employee has remained continuously employed by the Employer from the Date of Grant through the vesting date and is in Good Standing (as defined
Sample 1
Vesting of the Stock Unit Grant. (a) Subject to the terms and conditions of this Grant Agreement, the Subplan and the 2007 Plan, this Stock Unit Grant shall become vested and the restrictions on the Stock Unit Grant shall lapse in three approximately equal annual installments, beginning on the first anniversary of the Date of Grant if the Director is serving as a Non-Employee Director, or is deemed to be serving as a Non-Employee Director in accordance with Section 5 below, as of each applicable vesting date; provided, however, that the Stock Unit Grant shall become immediately vested in full (i) immediately prior to the effectiveness of a Change in Control if the Director is serving as a Non-Employee Director, or is deemed to be serving as a Non-Employee Director in accordance with Section 5 below, as of such date or (ii) in the event that the Director ceases to serve as a Non-Employee Director due to the Director’s death or Disability (as defined below). In the event the Director ceases to serve as a Non-Employee Director for any other reason not described or provided for herein, any portion of the Stock Unit Grant that has not yet vested shall be forfeited.
Sample 1
AutoNDA by SimpleDocs
Vesting of the Stock Unit Grant. (a) Subject to the terms and conditions of this Grant Agreement, the Subplan and the 2007 Plan, this Stock Unit Grant shall become vested and the restrictions on the Stock Unit Grant shall lapse on the day immediately preceding the Company’s next annual meeting of stockholders at which directors (or a class of directors if the Company then has a classified Board of Directors) are elected or reelected by the Company’s stockholders if the Director is serving as a Non-Employee Director, or is deemed to be serving as a Non-Employee Director in accordance with Section 5 below, as of the vesting date; provided, however, that the Stock Unit Grant shall become immediately vested in full (i) immediately prior to the effectiveness of a Change in Control if the Director is serving as a Non-Employee Director, or is deemed to be serving as a Non-Employee Director in accordance with Section 5 below, as of such date or (ii) in the event that the Director ceases to serve as a Non-Employee Director due to the Director’s death or Disability (as defined below). In the event the Director ceases to serve as a Non-Employee Director for any other reason not described or provided for herein, any portion of the Stock Unit Grant that has not yet vested shall be forfeited.
Sample 1

Related to Vesting of the Stock Unit Grant

  • Vesting of Option (a) Subject to the provisions of Paragraphs 3(c), 3(d), 3(e), 3(f) and 3(g) hereof, the Option to purchase Shares shall become vested and may be exercised by said Employee as to the number of Shares and on or after the dates set out on the following schedule: First anniversary of this Agreement 400 Second anniversary of this Agreement 400 Third anniversary of this Agreement 400 Fourth anniversary of this Agreement 400 Fifth anniversary of this Agreement 400 All Options granted hereunder expire and are void unless exercised within ten (10) years of the date of grant (the “Option Termination Date”). (b) In the event of a Change in Control (as defined in section 7(c)(i) of the Plan), the Option shall be fully vested and exercisable immediately as to all Common Stock granted under the Option; provided, such Change in Control transaction is executed during the period commencing as of the date of an agreement providing for such transaction and ending as of the earlier of the expiration date of such Option or the date on which the disposition of assets or stock contemplated by such agreement is consummated. Provided, however, if such Employee should breach any covenant regarding proprietary information or other protective covenants of an employment agreement with the Company or Bank following termination, then any Option granted hereunder but not exercised as of the date of such breach shall be immediately forfeited. (c) In the event that the employment of Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s death, any Options granted under this Agreement which have not vested as of the date of such Employee’s death shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s death. Any such vested Option of a deceased Employee may be exercised prior to their expiration only by a person or persons to whom such Employee’s Option rights pass by will or by the laws of descent and distribution. (d) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s permanent and total disability (as defined under Section 22(e)(3) of the Internal Revenue Code), any Options which have not vested as of the date of such Employee’s termination of employment by reason of permanent and total disability shall immediately expire and shall become unexercisable on such date. All vested and exercisable Options granted under pursuant to this Agreement to such Employee shall be exercisable until the earlier of the Option Termination Date or the date twelve months after the date of such Employee’s permanent and total disability. (e) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated for cause (i.e., fraud, dishonesty or willful misconduct), all Options granted under this Agreement shall immediately expire and the Employee shall immediately forfeit all Options granted under this Agreement. (f) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company is terminated by reason of such Employee’s retirement, any Options which have not vested as of such Employee’s retirement date shall expire and become unexercisable on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. All vested and exercisable Options granted under this Agreement to such Employee shall expire on the earlier of the Option Termination Date or the date three months after such Employee’s retirement date. (g) In the event that the employment of an Employee with the Bank, Company or a subsidiary of the Company terminates employment for any reason other than for cause or retirement, death or permanent and total disability, any Options which have not vested as of such Employee’s termination date, shall expire and become unexercisable on the earlier of the Option Termination Date or the Employee’s termination date. All vested and exercisable options as of such Employee’s termination date shall expire on the earlier of the Option Termination Date or 90 days after termination. A leave of absence approved in writing by the Board shall not be deemed a termination of employment for purposes of this section, but no Option may be exercised during any such leave of absence.

  • Vesting of Restricted Stock Units The restrictions and conditions of Section 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in a Business Relationship (as defined in Section 3 below) on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Section 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. Incremental Number of Restricted Stock Units Vested Vesting Date The Administrator may at any time accelerate the vesting schedule specified in this Section 2.

  • Vesting of Options The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable: (a) Upon your death or Disability during your Continuous Status as a Participant; or (b) Upon a Change in Control.

  • Vesting of Award Subject to Section 2(b) below and the other terms and conditions of this Agreement, this Award shall become vested in three equal annual installments on the first, second and third anniversaries of the date hereof. Unless otherwise provided by the Company, all dividends and other amounts receivable in connection with any adjustments to the Shares under Section 4(c) of the Plan shall be subject to the vesting schedule in this Section 2(a).

  • Vesting of the Option Subject to the Participant’s continued service to the Company through the applicable vesting date and the terms of the Plan, the Option shall vest in equal installments on each of the first five (5) anniversaries of the Date of Grant, such that twenty percent (20%) of the Option vests on each such anniversary (each, a “Vesting Date”). At any time, the portion of the Option which has become vested in accordance with the terms hereof shall be called the “Vested Portion.”

  • Grant of Restricted Stock Unit Award The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement.

  • Vesting of Stock Options All unvested stock options held by Executive, if any, shall vest immediately upon a Change of Control Termination as defined in Section 6.1.

  • Restricted Stock Unit Award The Grantee is hereby granted NUMBER OF SHARES restricted stock units (the "Restricted Stock Units"). Each Restricted Stock Unit represents the right to receive one share of the Company's Common Stock, $.001 par value (the "Stock"), subject to the terms and conditions of this Agreement and the Plan.

  • Vesting of Restricted Stock The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.

  • Vesting of Shares (a) Except as otherwise provided in Section 2(b) below, the Executive Shares purchased hereunder will become vested in accordance with the following schedule, if as of each such date Executive is still employed by the Company or any Subsidiary of the Company: CUMULATIVE PERCENTAGE OF DATE EXECUTIVE SHARES TO BE VESTED ---- ----------------------------- 1st Anniversary of this Agreement 20% 2nd Anniversary of this Agreement 40% 3rd Anniversary of this Agreement 60% 4th Anniversary of this Agreement 80% 5th Anniversary of this Agreement 100% (b) Notwithstanding the foregoing or anything herein to the contrary, upon the occurrence of a Sale of the Company, all Executive Shares which have not yet become vested shall become vested at the time of such Sale of the Company (such portion being referred to herein as the "Accelerated Shares"); provided, however, and subject to and unless otherwise provided for under the Stockholders Agreement by and among the Company, the Investors, the Executive and certain other parties, that Executive shall not Transfer any interest in any Accelerated Shares unless and until such time as the Investors shall have received cash dividends or other cash proceeds resulting from any distributions on or dispositions of any Preferred Stock or Common Stock in an aggregate amount equal to the product of (i) two (2), multiplied by (ii) the aggregate purchase price paid by the Investors to the Company for all Preferred Stock, Common Stock and other equity interests of the Company purchased by the Investors (but not in any event including amounts committed but not yet contributed to the capital of the Company). Executive Shares which have become vested hereunder are referred to herein as "Vested Shares," and all other Executive Shares are referred to herein as "Unvested Shares." (c) The Executive Securities shall at all times be subject to such restrictions or limitations with respect to the Transfer thereof that may be contained herein or in the Stockholders Agreement or as otherwise provided by law.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!