Common use of Vesting Provisions Clause in Contracts

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. This Option has been granted from the Plan, effective as of the Date of Grant and will vest as follows: (a) The Employee’s Restricted Stock Units shall Except as otherwise provided herein, this Option will vest only if both (i) in equal increments on the Employee satisfies anniversary date of each of the service-based vesting requirements in subsections (b), (c), or (d) below, as applicable, and (ii) four years following the Committee certifies that the performance-based vesting requirement in subsection (e) below has been achievedDate of Grant. (b) Except as provided in this Agreement, In the Employee’s Restricted Stock Units shall vest as follows: 1. If event that the employment of the Employee is continuously employed by terminated for reasons other than death, Disability, or Retirement before the Company through the first fourth anniversary of the Date of Grant, 1/3 this Option shall be exercisable in accordance with Section 6.6 of the Plan. This generally means that the rights under each unvested Option shall be forfeited and any vested Option shall terminate upon the earlier of (1) the expiration of such Option, or (2) sixty (60) days after the Employee’s termination of employment, unless such termination of employment was for Cause. (c) In the event that the Employee’s employment is terminated for Cause, the rights under each then outstanding Option granted to the Employee shall immediately terminate. (d) Notwithstanding the foregoing, in the event of the Employee’s Restricted Stock Units in Retirement before 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 fourth anniversary of the Date of Grant, the remaining 1/3 vested Option shares shall remain exercisable through the expiration date described in Section 4 below, and the unvested Option Shares shall be immediately forfeited. (e) In the event that the Employee’s employment is terminated by reason of death or Disability, or if the Employee dies or becomes Disabled after Retirement, all such outstanding Options shall become exercisable in full, and the Employee or (in the case of the Employee’s Restricted Stock Units in death) the executor or administrator of such Employee’s estate or a person or persons who have acquired the Options directly from the Employee by bequest, inheritance, or by reason of written designation as a beneficiary on a form proscribed by the Company, shall have until the earlier of (i) the expiration dates of this Option or (ii) thirteen (13) months after the Employee’s Restricted Stock Unit Account will vest on date of death or Disability, to exercise such dateOptions. (cf) Notwithstanding any provision in Section 3(bitems 2(a)—2(e) above to the contraryabove, if, if on or after the date that is six months after the Date of Grant, and December 31st before the third applicable vesting date described in Section (a) above, the Company’s Tier 1 Common Equity Ratio is less than the goal set forth in the Company’s Capital Management Policy (currently 7.00%), the Employee’s stock options that otherwise would have vested on such date shall instead vest on the first applicable anniversary of the Date of GrantGrant after the December 31st in which the Company’s Tier 1 Common Equity Ratio is greater than or equal to the goal set forth in the Company’s Capital Management Policy. However, if the EmployeeCompany’s employment or service with Tier 1 Common Equity Ratio remains less than the Company terminates because goal set forth in the Company’s Capital Management Policy for a period of a Permitted Terminationthree continuous years after the otherwise applicable vesting date described in items (a)-(e) above, the Employee shall not 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 that 1/4 share of the fraction stock options and shall be instead forfeit such stock options. (g) In the numberevent of a Change in Control, which in no event all outstanding Option shares shall be greater than 36become immediately and fully vested and exercisable, of all full and partial months (with partial months being counted as full months) that passed beginning with they shall remain exercisable through 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 expiration date described in Section 2.5 of the Plan)4 below.

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 50% of the Employee’s Restricted Stock Units in the Employee’s Restricted Stock Unit Account will vest on such date. (c2) If the Employee is continuously employed by the Company through the fourth anniversary of the Date of Grant, the remaining 50% of the Employee’s Restricted Stock Units in the Employee’s Restricted Stock Unit Account will vest on such date. (3) Notwithstanding any provision in Section 3(bitems (1)-(2) above above, if on December 31st before the applicable vesting date described above, the Company’s Tier 1 Common Equity Ratio is less than the goal set forth in the Company’s Capital Management Policy (currently 7.00%), the Employee’s Restricted Stock Units that otherwise would have vested on such date shall instead vest on the first applicable anniversary of the Date of Grant after the December 31st in which the Company’s Tier 1 Common Equity Ratio is greater than or equal to the contrarygoal set forth in the Company’s Capital Management Policy. However, ifif the Company’s Tier 1 Common Equity Ratio remains less than the goal set forth in the Company’s Capital Management Policy for a period of two continuous years after the otherwise applicable vesting date described in items (1)-(2) above, the Employee shall not vest in that 1/2 share of the Restricted Stock Units and shall instead forfeit such Restricted Stock Units. (b) If, on or after the date that is six months after the Date of Grant, and before the third fourth 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 one of the following two fractions, as applicable: (1) If the Employee terminates service on or before the third anniversary of the Date of Grant, 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 3672. (2) If the Employee terminates service after the third anniversary of the Date of Grant but before the fourth anniversary of the Date of Grant, the numerator of the fraction shall be the number, which in no event shall be greater than 12, of all full and partial months (with partial months being counted as full months) that passed beginning with the month that contains the third anniversary of the Date of Grant and ending with the month in which the Employee’s termination occurred. The denominator of the fraction shall be 24. The number of shares in which the Employee vests under this subsection (bb)(2) shall then be reduced by vest in addition to the number of shares previously vested under subsection (aa)(1) 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. (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 50% of the Employee’s Restricted Stock Units in the Employee’s Restricted Stock Unit Account will vest on such date. (c2) If the Employee is continuously employed by the Company through the fourth anniversary of the Date of Grant, the remaining 50% of the Employee’s Restricted Stock Units in the Employee’s Restricted Stock Unit Account will vest on such date. (3) Notwithstanding any provision in Section 3(bitems (1)-(2) above above, if on December 31st before the applicable vesting date described above, the Company’s Tier 1 Common Equity Ratio is less than the goal set forth in the Company’s Capital Management Policy (currently 7.00%), the Employee’s Restricted Stock Units that otherwise would have vested on such date shall instead vest on the first applicable anniversary of the Date of Grant after the December 31st in which the Company’s Tier 1 Common Equity Ratio is greater than or equal to the goal set forth in the Company’s Capital Management Policy. However, if the Company’s Tier 1 Common Equity Ratio remains less than the goal set forth in the Company’s Capital Management Policy for a period of two continuous years after the otherwise applicable vesting date described in items (1)-(2) above, the Employee shall not vest in that 1/2 share of the Restricted Stock Units and shall instead forfeit such Restricted Stock Units. (b) Notwithstanding any provision to the contrary, if, on or after the date that is six months after the Date of Grant, and before the third fourth 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 one of the following two fractions, as applicable: (1) If the Employee terminates service on or before the third anniversary of the Date of Grant, 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 3672. (2) If the Employee terminates service after the third anniversary of the Date of Grant but before the fourth anniversary of the Date of Grant, the numerator of the fraction shall be the number, which in no event shall be greater than 12, of all full and partial months (with partial months being counted as full months) that passed beginning with the month that contains the third anniversary of the Date of Grant and ending with the month in which the Employee’s termination occurred. The denominator of the fraction shall be 24. The number of shares in which the Employee vests under this subsection (bb)(2) shall then be reduced by vest in addition to the number of shares previously vested under subsection (aa)(1) 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. (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. 4. Notwithstanding any provision in items (c1)-(3) above, if on December 31st before the applicable vesting date described above, the Company’s Tier 1 Common Equity Ratio is less than the goal set forth in the Company’s Capital Management Policy (currently 7.00%), the Employee’s Restricted Stock Units that otherwise would have vested on such date shall instead vest on the first applicable anniversary of the Date of Grant after the December 31st in which the Company’s Tier 1 Common Equity Ratio is greater than or equal to the goal set forth in the Company’s Capital Management Policy. However, if the Company’s Tier 1 Common Equity Ratio remains less than the goal set forth in the Company’s Capital Management Policy for a period of two continuous years after the otherwise applicable vesting date described in items (1)-(3) above, the Employee shall not vest in that 1/3 share of the Restricted Stock Units and shall instead forfeit such Restricted Stock Units. (b) 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).Units

Vesting Provisions. (a) The Employee’s Restricted Stock Units RSUs 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 third anniversary of the Date of Grant, 1/3 50% 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 fourth anniversary of the Date of Grant, the remaining 1/3 50% 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 fourth 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 one of the following two fractions, as applicable: (1) If the Employee terminates service on or before the third anniversary of the Date of Grant, 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 3672. (2) If the Employee terminates service after the third anniversary of the Date of Grant but before the fourth anniversary of the Date of Grant, the numerator of the fraction shall be the number, which in no event shall be greater than 12, of all full and partial months (with partial months being counted as full months) that passed beginning with the month that contains the third anniversary of the Date of Grant and ending with the month in which the Employee’s termination occurred. The denominator of the fraction shall be 24. The number of shares in which the Employee vests under this subsection (bc)(2) shall then be reduced by vest in addition to the number of shares previously vested under subsection (ab)(1) 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. (a) The Employee’s Restricted Stock Units Notwithstanding anything else to the contrary herein, this Earnout Warrant is subject to the following vesting provisions: a. This Earnout Warrant shall vest only if both at the rate of twenty five (i25) Shares per Customer Subscription (as defined in the Employee satisfies Exclusive Marketing Agreement) obtained from a Property in an Exclusive Territory marketed by Holder and provided to 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 achievedCompany. (b) b. This Earnout Warrant is subject to the following minimum vesting schedule: Minimum Required Vesting Date Vesting Shares for Period ---------------- --------------------------- December 31,1999 100,000 December 31, 2000 150,000 additional December 31, 2001 200,000 additional December 31, 2002 300,000 additional December 31, 2003 500,000 additional May 22, 2004 750,000 additional Any portion of the minimum required vested Shares for each year that is not vested by the Vesting Date for that year is lost and may never be exercised. Except as provided in this Agreementthe following paragraph, Shares must be exercised within five (5) years of vesting or they will expire. Notwithstanding the foregoing, 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 maximum number of shares in which that can be exercised is the Employee vests under this subsection lesser of twenty percent (b20%) shall then be reduced by of the number Company's outstanding Shares as of shares the Vesting Date or 2,000,000 Shares (subject to adjustment as provided herein) less any previously vested under subsection (a) aboveshares. For purposes Any shares which may not be exercised by reason of this the foregoing limitation shall remain exercisable until such time as, by reason of additional issuances, the shares may be exercised. c. In the event that, at any time during the term of the Exclusive Marketing Agreement, a “Permitted Termination” means there is (i) the Employee’s employment or service with a merger of 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 its parent or (ii) an event resulting in a change of the ownership of at least fifty percent (50%) of the outstanding voting securities of the Company terminates or its parent or (iii) the Employee without Cause (individuals who constitute the board of directors as defined of the date hereof cease, for any reason, to constitute a majority of the board and, following any of the foregoing, the Exclusive Marketing Agreement is terminated, then WEB shall be entitled to elect, at its sole discretion, to cause the vesting of certain Shares as set forth in Section 2.5 1.6 of the Plan)Exclusive Marketing Agreement.