Vesting Termination of Employment. (a) Subject to Section 2(b) hereof and the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall vest and become exercisable as follows, in each case so long as the Participant’s Employment has not theretofore terminated:
(i) Prior to the first (1st) anniversary of the Date of Grant, no portion of the Option shall vest or be exercisable;
(ii) On and after the first (1st) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 20% of the Shares;
(iii) On and after the second (2nd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 40% of the Shares;
(iv) On and after the third (3rd) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 60% of the Shares;
(v) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 80% of the Shares; and
(vi) On and after the fifth (5th) anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of 100% of the Shares. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.”
(b) If the Participant’s Employment is terminated for Cause, the Option shall, whether or not then vested, be automatically canceled without payment of consideration therefor.
(c) If the Participant’s Employment is terminated by the Company without Cause, or due to the Participant’s death or Disability, the Participant shall be vested in an additional 20% of the Shares originally subject to the Option. The Option shall, to the extent not previously vested or vesting as described in this Section 2(c), be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the applicable period set forth in Section 3(a).
(d) Upon termination of the Participant’s Employment for any reason other than those set forth in Paragraph (b) or (c) of this Section 2, the Option shall, to the extent not previously vested, be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a).
(e) Upon the occurrence of a Transaction, the Option shall, to the extent not then vested, automatically becom...
Vesting Termination of Employment. (a) Subject to the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall become vested (but not exercisable) as follows, in each case so long as the Participant’s Employment has not theretofore terminated:
(i) Prior to the first (1st) anniversary of the Date of Grant, no portion of the Option shall be considered vested;
(ii) On and after the first (1st) anniversary of the Date of Grant, the Option shall be vested with respect to an aggregate of 20% of the Shares;
(iii) On and after the second (2nd) anniversary of the Date of Grant, the Option shall be vested with respect to an aggregate of 40% of the Shares;
(iv) On and after the third (3rd) anniversary of the Date of Grant, the Option shall be vested with respect to an aggregate of 60% of the Shares;
(v) On and after the fourth (4th) anniversary of the Date of Grant, the Option shall be vested with respect to an aggregate of 80% of the Shares; and
Vesting Termination of Employment a. The PSUs have been credited to a bookkeeping account (“Account”) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of PSUs awarded to you as set forth in the Grant Notice, as well as any additional PSUs credited as a result of dividend equivalents, as described in Section 9 below. Each PSU represents an unfunded, unsecured right to receive Common Stock, subject to the terms and conditions stated in the Plan and this Grant Agreement. The Confirmed PSUs in your account will be earned in whole, in part, or not at all, on the Date of Vesting to the extent that the Performance Objectives are attained, as provided on Exhibit A attached hereto, provided that, except as otherwise stated herein, you are then still employed by the Company or one of its subsidiaries. For the avoidance of doubt, except as otherwise provided in Section 2(b) below or Section 5(c) below, Confirmed PSUs for completed Performance Periods shall remain subject to vesting until the conclusion of the Performance Period for Tranche C, subject to your continued employment by the Company or one of its subsidiaries on such date. Any PSUs that fail to vest in accordance with the terms of this Grant Agreement will be forfeited and reconveyed to the Company without further consideration or any act or action by you.
b. If your employment with the Company or one of its subsidiaries terminates by reason of your death, Disability or Qualifying Retirement prior to the Date of Vesting, then (i) with respect to completed Performance Period(s), you or, as the case may be, your estate, will earn the Confirmed PSUs for the respective completed Performance Period(s), if any, as of the date of your termination; and (ii) with respect to in-process Performance Periods or Performance Periods that have not yet commenced as of the date of your termination, if any, you or, as the case may be, your estate, will retain such PSUs and such PSUs may be earned, in whole, in part, or not at all, on the Date of Vesting to the extent that the Performance Objectives provided on Exhibit A attached hereto are attained.
c. If your employment terminates for any reason prior to the Date of Vesting other than as described in subsection (b) above or Section (b) below, you will forfeit all right, title and interest in and to the PSUs (including any Confirmed PSUs with respect to completed Performance Periods) as of the date of such termination and such PSUs wil...
Vesting Termination of Employment. Except as set forth in this Section 6 and in Section 7, Xxxxxxx’s Performance Stock Unit Award will remain unvested until the Vesting Date and, in the event that Grantee experiences a Termination of Employment prior to the Vesting Date, this Award Agreement will terminate and be of no further force or effect as of the date of any such Termination of Employment, except to the extent otherwise provided by the Committee in accordance with the Plan. Notwithstanding the foregoing, in the event of Xxxxxxx’s death, Disability or Retirement (each, a “Vesting Event”) prior to the Vesting Date, each Performance Stock Unit Award will be payable at the time set forth in Section 5 as follows: a If the Vesting Event occurs after the completion of the Performance Period, the number of shares of Stock earned will be based on the extent to which the Performance Goal established under Section 4 has been achieved; and b If the Vesting Event occurs before completion of the Performance Period, the number of shares of Stock earned will be based on the extent to which the Performance Goal established under Section 4 has been achieved as of the last day of such Performance Period, except that the number of shares of Stock earned will be pro-rated based on (i) the number of days which have elapsed during such Performance Period up to and including the day such Vesting Event occurs, divided by (ii) the number of days in the Performance Period.
Vesting Termination of Employment. Except as set forth in this Section and in Section 7, Grantee’s Performance Stock Unit Award will remain unvested until the Vesting Date and, in the event that Grantee experiences a Termination of Employment prior to the Vesting Date, this Award Agreement will terminate and be of no further force or effect as of the date of any such Termination of Employment. Notwithstanding the foregoing, in the event of Grantee’s death, Disability or Retirement (each, a “Vesting Event”) prior to the Vesting Date, each Performance Stock Unit Award will be payable at the time set forth in Section 5 as follows:
(a) If the Vesting Event occurs after the completion of the Performance Period, the number of shares of Stock earned will be based on the extent to which the Performance Goal established under Section 4 has been achieved; and
(b) If the Vesting Event occurs before completion of the Performance Period, the number of shares of Stock earned will be based on the extent to which the Performance Goal established under Section 4 has been achieved as of the last day of such Performance Period, except that the number of shares of Stock earned will be pro-rated based on (i) the number of days which have elapsed during such Performance Period up to and including the day such Vesting Event occurs, divided by (ii) the number of days in the Performance Period.
Vesting Termination of Employment a. The Performance Shares have been credited to a bookkeeping account (“Account”) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of Performance Shares awarded to you as set forth in the Grant Notice. Each Performance Share represents an unfunded, unsecured right to receive Common Stock, subject to the terms and conditions stated in the Plan and this Grant Agreement. The Confirmed Performance Shares in your account will be earned in whole, in part, or not at all, on the Date of Vesting based on the achievement of the Performance Objective and the Cap Adjustment Factor, if applicable, as provided on Exhibit A attached hereto, provided that, except as otherwise stated herein, you are then still employed by the Company or one of its subsidiaries. Any Performance Shares that fail to vest in accordance with the terms of this Grant Agreement will be forfeited and reconveyed to the Company without further consideration or any act or action by you.
b. If your employment with the Company or one of its subsidiaries terminates by reason of your death, Disability or Qualifying Retirement prior to the Date of Vesting, you or, as the case may be, your estate, will retain the Performance Shares and the Performance Shares may be earned, in whole, in part, or not at all, on the Date of Vesting based on the achievement of the Performance Objective and the Cap Adjustment Factor, if applicable, as provided on Exhibit A attached hereto.
c. Except as provided in Section 5(b) hereof, if your employment terminates for any reason other than as described in subsection (b) above, you will forfeit all right, title and interest in and to the unvested Performance Shares as of the date of such termination and the unvested Performance Shares will be reconveyed to the Company without further consideration or any act or action by you.
Vesting Termination of Employment. (a) Subject to the termination or cancellation of the Option as set forth herein or in the Plan, the entire Option shall vest and become exercisable on the year anniversary of the date of Participant’s appointment to the Company Board of Directors. The portion of the Option which has become vested and exercisable as described herein is hereinafter referred to as the “Vested Portion.”
(b) Upon termination of the Participant’s Employment for any reason, the Option shall, to the extent not previously vested, be automatically canceled without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a)(ii).
(c) Upon the occurrence of a Transaction, the Option shall, to the extent not then vested, automatically become fully vested and exercisable.
(d) In the event of a Transaction the Committee may either (i) cancel the Option and make payment in connection with such cancellation equal to the excess, if any, of the Fair Market Value of the Shares subject to such Option over the aggregate Option Price of such Option or (ii) provide for the issuance of substitute options or other awards that will preserve, as nearly as practicable, the economic terms of the Option, in each case as determined by the Committee in good faith and, in each case, in compliance, to the extent applicable, with Section 409A of the Code as determined by the Board.
Vesting Termination of Employment. The Deferred Stock Units awarded under this Agreement shall vest and become nonforfeitable in accordance with the following:
(a) Subject to the following provisions of this Section 2, the Deferred Stock Units shall vest and become nonforfeitable on November 16, 2008, unless forfeited earlier under paragraph (e) below.
(b) If the Participant’s termination of employment occurs prior to November 16, 2008, by reason of death or Disability, the Deferred Stock Units shall vest and become nonforfeitable on the date of such death or Disability.
(c) If the Participant’s termination of employment occurs by reason of Retirement at least six months after the Grant Date, but before November 16, 2008, the Deferred Stock Units shall become vest and become nonforfeitable on such termination of employment.
(d) Unless forfeited earlier under paragraph (e) below, the Deferred Stock Units shall vest and become nonforfeitable upon a Change in Control.
(e) Unless the Committee determines otherwise in its sole discretion, if the Participant’s employment with the Company terminates for any reason not specified in paragraphs (a), (b) or (c) next above, all Deferred Stock Units which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date.
Vesting Termination of Employment. (a) Subject to the earlier termination or cancellation of the Option as set forth herein or in the Plan, the Option shall be eligible to vest and become exercisable under Section 2(b) hereof upon achievement of the time-vesting condition described in this Section 2(a) (the “Time Condition”).
(i) The Time Condition shall be achieved with respect to twenty percent (20%) of the Class A Units subject to the Option on each of the first, second, third, fourth and fifth anniversaries of the Reference Date, such that the Time Condition shall be achieved with respect to 100% of the Class A Units subject to Option on the fifth anniversary of the Reference Date.
(ii) In the event of a Sale Transaction, the Class A Units subject to the Option, to the extent they have not then met the Time Condition, shall be deemed to have met the Time Condition with respect to 100% of the Class A Units subject to the Option.
(b) Any Class A Units subject to the Option shall vest and become exercisable as follows:
(i) On each date that members of the Berkshire Owner Group receive Proceeds (each such date, a “Determination Date”), a determination shall be made as to whether any portion of the Option is vested and exercisable with respect to a number of Class A Units. The final Determination Date of all such determinations shall be (A) a Common Sale (other than upon or after an IPO) or Sale Transaction, in any case, after which the Berkshire Owner Group holds less than ten percent (10%) of the Acquired Class A Units or (B) that date which is thirty (30) consecutive trading days following the date on which all of the Acquired Class A Units become freely tradable after an IPO and no restrictions exist (due to any Market Limitation, contract or other restriction at law) that
1 Will be FMV
Vesting Termination of Employment. Each GBTG Option shall vest as set forth on Schedule B. All matters relating to a termination of Employment with respect to each GBTG Option (including, without limitation, the duration of any exercise period, the continued vesting of any GBTG Option and the time at which unvested as well as unexercised GBTG Options are forfeited) shall be as set forth in the Plan, or if different than the Plan, as set forth in the Time Based Option Grant Agreement granting the GBT JerseyCo Option in respect of which the applicable GBTG Option was granted.
