Vesting Provisions. Subject to the provisions of paragraph 3 below, the option shall vest 33⅓% on each of July 31, 2020, July 31, 2021 and July 31, 2022, except as follows:
Vesting Provisions. Except as otherwise provided in Section 5 below, you will not be entitled to exercise the Option (and purchase any Option Shares) prior to December 31, 2004. Commencing on December 31, 2004, you shall become entitled to exercise the Option (rounded to the nearest whole share) in accordance with the following schedule, until the Option expires and terminates pursuant to Section 2 hereof:
(a) Commencing on December 31, 2004, you shall be entitled to exercise 1/3 of the Option Shares;
(b) Commencing on December 31, 2005 you shall be entitled to exercise an additional 1/3 of the Option Shares; and
(c) Commencing on December 31, 2006, you shall be entitled to exercise an additional 1/3 of the Option Shares.
Vesting Provisions. (a) The Employee’s Restricted Stock Units shall vest only if both (i) the Employee satisfies the service-based vesting requirements in subsections (b), (c), or (d) below, as applicable, and (ii) the Committee certifies that the performance-based vesting requirement in subsection (e) below has been achieved.
(b) Except as provided in this Agreement, the Employee’s Restricted Stock Units shall vest as follows:
1. If the Employee is continuously employed by the Company through the first anniversary of the Date of Grant, 1/3 of the Employee’s Restricted Stock Units in the Employee’s Restricted Stock Unit Account will vest on such date.
2. If the Employee is continuously employed by the Company through the second anniversary of the Date of Grant, an additional 1/3 of the Employee’s Restricted Stock Units in the Employee’s Restricted Stock Unit Account will vest on such date.
3. If the Employee is continuously employed by the Company through the third anniversary of the Date of Grant, the remaining 1/3 of the Employee’s Restricted Stock Units in the Employee’s Restricted Stock Unit Account will vest on such date.
(c) Notwithstanding any provision in Section 3(b) above to the contrary, if, on or after the date that is six months after the Date of Grant, and before the third anniversary of the Date of Grant, the Employee’s employment or service with the Company terminates because of a Permitted Termination, the Employee shall vest in a prorated number of Shares (with any fractional Shares rounded up to the next whole number) equal to the number of Restricted Stock Units subject to Grant times a fraction. The numerator of the fraction shall be the number, which in no event shall be greater than 36, of all full and partial months (with partial months being counted as full months) that passed beginning with the month that contains the Date of Grant and ending with the month in which the Employee’s termination occurred. The denominator of the fraction shall be 36. The number of shares in which the Employee vests under this subsection (b) shall then be reduced by the number of shares previously vested under subsection (a) above. For purposes of this Agreement, a “Permitted Termination” means (i) the Employee’s employment or service with the Company terminates for any reason other than Cause after attainment of age 55 and 10 years of service or due to Disability or death or (ii) the Company terminates the Employee without Cause (as defined in Section 2.5 of the Plan).
Vesting Provisions. The Options shall become exercisable in five equal installments on each of the first five anniversaries of the Grant Date, subject to the Employee’s continuous employment with Holding or any Subsidiary from the Grant Date to such anniversary.
Vesting Provisions. Elective contributions are always fully vested and nonforfeitable. The Plan shall disregard elective contributions in applying the vesting provisions of the Plan to other contributions or benefits under Code section 411(a)(2). However, the Plan shall otherwise take a Participant’s elective contributions into account in determining the Participant’s vested benefits under the Plan. Thus, for example, the Plan shall take elective contributions into account in determining whether a Participant has a nonforfeitable right to contributions under the Plan for purposes of forfeitures, and for applying provisions permitting the repayment of distributions to have forfeited amounts restored, and the provisions of Code sections 410(a)(5)(D)(iii) and 411(a)(6)(D)(iii) permitting a plan to disregard certain service completed prior to breaks-in-service (sometimes referred to as “the rule of parity”).
Vesting Provisions. Notwithstanding the provisions of Section 6.3, with respect to any Plan Year in which this Plan is determined to be a Top-Heavy Plan, a Participant's Accrued Benefit which is derived from Company Contributions shall vest in accordance with the following vesting schedule if it would result in a larger vested percentage than the percentage determined under Section 6.3: Period of Service Vested Percentage Less than two (2) years 0 Two (2) years or more but less than three (3) years 20% Three (3) years or more but less than four (4) years 40% Four (4) years or more but less than five (5) years 60% Five (5) years or more but less than six (6) years 80% Six (6) years or more 100% provided, however, that if this Plan becomes a Top-Heavy Plan and subsequently ceases to be such:
(a) the vesting schedule shown above shall continue to apply but only with respect to Participants whose Period of Service is as least three (3) years as of the Anniversary Date of the final Top-Heavy Plan Year,
(b) the vesting schedule shown above shall continue to apply but only with respect to the Accrued Benefits of all other Participants as of the Anniversary Date of the final Top-Heavy Plan Year, and
(c) the vesting schedule in Section 6.3 shall apply to any additional Accrued Benefits of the Participants described in Subsection (b) above which accrue after the Anniversary Date of the final Top-Heavy Plan Year.
Vesting Provisions. Except as provided in Section 5 below, you will not be entitled to exercise the Option (and purchase any Option Shares) prior to February 9, 1999. Commencing on February 9, 1999, and on each of the three succeeding anniversaries of that date on which you shall continue to serve as a director of the Company or any subsidiary or parent thereof, you shall become entitled to exercise the Option with respect to 25% of the Option Shares (as the same may be adjusted from time to time pursuant to Section 12 below, and rounded to the nearest whole share) until the Option expires and terminates pursuant to Section 2 hereof.
Vesting Provisions. (a) The shares of Restricted Stock shall vest as follows: 50% of the Restricted Stock shall vest on the first anniversary of the Grant Date and 50% of the Restricted Stock shall vest on the second anniversary of the Grant Date; provided, that no shares of Restricted Stock shall vest unless on such vesting date the Recipient has, since the Grant Date, continuously provided Services to the Company.
(b) The Restricted Stock will be transferred of record to the Recipient and a certificate or certificates representing such Restricted Stock will be issued in the name of the Recipient immediately upon the execution of this Agreement. The Restricted Stock certificate(s) will bear a legend as provided by the Company, conspicuously referring to the terms, conditions and restrictions of this Agreement. Subject to Section 10, the Company may deliver such Restricted Stock certificate(s) to the Recipient, retain custody of such Restricted Stock certificate(s) prior to vesting or require the Recipient to enter into an escrow arrangement under which such Restricted Stock certificate(s) will be held by an escrow agent.
Vesting Provisions. [The Option shall be deemed vested and exercisable with respect to Shares as of the Date of Grant.] Except as otherwise provided in any other written agreement between Optionee and the Company, the [remaining] Shares shall vest and become exercisable in equal annual installments of Shares each on an anniversary of the Date of Grant, such that, from and after the anniversary of the Date of Grant, the Option shall be vested as to all of the Shares and fully exercisable, subject to Optionee’s continued service as an employee, director or consultant to the Company or any subsidiary on each such vesting date. These installments shall be cumulative, such that Optionee may exercise the Option as to any or all of the Shares covered by any installment at any time or times after such installment vests and prior to termination of the Option. The foregoing notwithstanding, except as otherwise provided herein or in any other written agreement between Optionee and the Company, the Option shall cease vesting upon the termination of Optionee’s status as an employee, director or consultant the Company and its subsidiaries for any reason. For purposes of this Agreement, Optionee’s continuous service to the Company shall not be deemed to have terminated merely because of a change in the capacity in which Optionee renders service to the Company or any subsidiary as an employee, consultant or director, provided that there is no interruption or termination of Optionee’s continuous service to the Company or any subsidiary. For example, a change in status from an employee of the Company to a consultant of the Company will not constitute an interruption of Optionee’s continuous service. A leave of absence from employment taken with the consent of the Company shall not be considered a termination of employment for purposes of this Agreement.
Vesting Provisions. For purposes of this Warrant and this Appendix 1, the following terms shall have the following meanings:
