Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 4 contracts
Samples: Restricted Stock Unit Agreement (Potomac Electric Power Co), Restricted Stock Unit Agreement (Potomac Electric Power Co), Restricted Stock Unit Agreement (Pepco Holdings Inc)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c)herein, 2(d) or the restrictions described in Section 3 hereof, if the employment above will lapse with respect to 100% of the Participant Restricted Shares when the Transaction Fee (as defined in that certain letter agreement by and between Credit Suisse Securities (USA) LLC and the Company or any Subsidiary terminates prior Company, dated as of May 28, 2019, as it may be amended from time to time) becomes due and payable (the end of the Restriction Period“Vesting Time”); provided, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon that, (i) the Termination Grantee signs and agrees to be bound by a general release of claims against the Employer and its affiliates in such form as the Board reasonably determines (the “Release”)(save that any such Release shall not limit, release or waive the Grantee’s right to indemnification as provided for by the Employment Agreement or otherwise by law or contract and shall not impose additional restrictive covenants of the Participant’s employment without Causetype provided for in the Employment Agreement) within the time period referenced in Section 4(c)(iii) below (such Release, or the “Transaction Release”), (ii) the Disability or death of Grantee remains in continuous Employment (as defined in that certain employment agreement by and among the Participant during Company, Greenlight Reinsurance, Ltd., and the Restriction Period and Grantee, dated June 1, 2017 (as it may be amended from time to time, the “Employment Agreement”)) in good standing until immediately prior to the Vesting Time (and has not given notice of termination for any reason or received notice of termination of by the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period Employer (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days defined in the Restriction Period during which the Participant was continuously employed by the Company Employment Agreement) for Cause or a Subsidiarydue to Disability), and (Biii) the denominator Grantee remains in compliance with any and all confidentiality, non-competition, non-solicitation, non-disparagement, and assignment of inventions provisions by which shall the Grantee may be (x) if the Participant was employed by the Company or a Subsidiary on the first day bound howsoever arising, including, but not limited to, those set forth in Sections 12, 13, and 14 of the Restriction PeriodEmployment Agreement, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall until immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date Vesting Time. For the avoidance of doubt, if the Participant’s retirement. Any portion of this RSU Award requirements set forth in clauses (i) – (iii) above have not been met, then the restrictions described in Section 3 above will not lapse as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofprovided for above.
Appears in 4 contracts
Samples: Restricted Stock Award Agreement (Greenlight Capital Re, Ltd.), Bonus Agreement (Greenlight Capital Re, Ltd.), Restricted Stock Award Agreement
Vesting. Except Subject to Section 3 of this Agreement and the Company closing on funding of at least $25,000,000 (the “Initial Capital Raise”), the Executive’s Incentive Units shall become vested for the purposes hereof and the LLC Agreement in accordance with the following schedule; provided that upon each such date or event, except as may otherwise be expressly provided herein, the Executive is then employed by Section 25the Company and has not received a notice of termination from the Company:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end Time based vesting: The closing of the Performance Period.Initial Capital Raise 7,575 Class B Units 6 months after the closing of the Initial Capital Raise 3,787.5 Class B Units 12 months after the closing of the Initial Capital Raise 3,787.5 Class B Units 18 months after the closing of the Initial Capital Raise 3,787.5 Class B Units 24 months after the closing of the Initial Capital Raise 3,787.5 Class B Units
(b) Except Notwithstanding the foregoing, in the event that a Change in Control (as otherwise provided by Sections 2(c)defined in below) occurs after the Initial Capital Raise, 2(d) or 3 hereof, if the employment Executive shall become fully vested in all of the Participant by Incentive Units. Notwithstanding anything in this Agreement to the Company or any Subsidiary terminates contrary, under no circumstances will the Incentive Units be eligible for acceleration of vesting prior to Initial Capital Raise during the end first 90 days of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the ParticipantExecutive’s employment without Causewith the Company. If, or (ii) after the Disability or death first 90 days of the Participant during the Restriction Period and prior to any termination of the ParticipantExecutive’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal but prior to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Initial Capital Raise Period. The remaining , the Executive’s employment with the Company is terminated by the Company without Cause (as defined in the Employment Agreement) pursuant to Section 3.1 B of the Employment Agreement, or by the Executive for Good Reason (as defined in the Employment Agreement) pursuant to Section 3.1 D of the Employment Agreement, then upon such termination, the first portion of this RSU Award that does not vest in accordance with this Section 2(cthe Incentive Units to be granted to Executive (i.e., 7,575 Class B Units) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement accelerated for vesting and Executive shall retain such portion of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU AwardExecutive’s Incentive Units, subject to the satisfaction of Company’s right to repurchase the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior Executive’s Incentive Units pursuant to the effective date of the Participant’s retirement. Any portion Section 3(c) of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofAgreement.
Appears in 3 contracts
Samples: Employment Agreement (Signal Genetics LLC), Incentive Units Agreement (Signal Genetics LLC), Employment Agreement (Signal Genetics LLC)
Vesting. Except The restrictions on transfer set forth in Section 2(b) hereof shall lapse as may otherwise be provided follows, subject to the continued employment of Participant by Section 25the Company:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Provided a Participant remains continuously employed by the Company or a Subsidiary until the consummation of an Initial Public Offering, 50% of the Restricted Stock shall be vested as of the Date of Grant. In addition, 16.7% of the remaining 50% of the Restricted Stock shall vest at the end of the Performance Period.
(b) Except as otherwise third, fourth and fifth years following the Date of Grant, provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant has remained continuously employed by the Company or any Subsidiary terminates prior to (or, following the end consummation of the Restriction PeriodBrookdale Senior Living Transaction, this RSU Award shall be immediately forfeited any successor thereto) as of each such date; provided that, upon the occurrence of a Change in its entirety.
(c) Upon (i) the Termination Control, 100% of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to Restricted Stock that is not vested at that time shall immediately vest. Upon any termination of the Participant’s 's employment with the Company or prior to the occurrence of an Initial Public Offering, any Subsidiary, the number shares of Restricted Stock Unitspursuant to this Restricted Stock Agreement shall be immediately forfeited by the Participant and transferred to, if anyand reacquired by, payable under this RSU Award the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall equal thereafter have any further rights or interests in such shares of Restricted Stock. From and following the number occurrence of an Initial Public Offering, upon termination of the Participant's employment with the Company other than termination by the Company (or any successor) without Cause or by the Participant for Good Reason, any shares of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of restrictions on transferability described in this Section 2 shall not already have been satisfied lapsed shall be payable immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in accordance with Section 5 hereofsuch shares of Restricted Stock. Notwithstanding the foregoing, if the Participant's employment is terminated by the Company (or its successor) without Cause or by the Participant for Good Reason, then the Participant shall immediately vest in the percentage of the shares of Restricted Stock that would have vested on the anniversary of the Date of Grant next following the date of such termination, or, if that percentage is zero, then the percentage of Restricted Stock that would have vested on the anniversary of the Date of Grant following the date of such termination for which the vesting percentage is greater than zero.
Appears in 3 contracts
Samples: Award Agreement (Brookdale Senior Living Inc.), Award Agreement (Brookdale Senior Living Inc.), Award Agreement (Brookdale Senior Living Inc.)
Vesting. Except Subject to the provisions contained herein, your option will vest as may otherwise be provided by Section 25in your Grant Notice. Vesting will cease upon the termination of your Continuous Service. Notwithstanding the foregoing, the following provisions shall apply:
(a) Subject In the event your Continuous Service is terminated due to compliance with Section 13your Disability, then the Restricted Stock Units under this RSU Award vesting and exercisability of your option shall vest only accelerate in an amount equal to the lesser of (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule Athen remaining unvested shares covered by your option, and (ii) except the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed is determined by the Company or a Subsidiary until Board) after the end date of the Performance Periodsuch termination.
(b) Except In the event your Continuous Service is terminated due to your death or in the event that you die within 3 months following the termination of your service for any reason other than Cause, then the vesting and exercisability of your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant is determined by the Company or any Subsidiary terminates prior to Board) after the end date of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretysuch termination.
(c) Upon In the event of either (i) the Termination of the Participant’s employment without Causea Change in Control, or (ii) a Corporate Transaction in which the Disability successor or death of the Participant during the Restriction Period surviving entity does not assume, continue or substitute for your option, and your Continuous Service has not terminated prior to such transaction, and subject to Section 1(c)(i)-(iv) below, then your option will be accelerated in full.
(i) If any termination of the Participant’s employment with payment or benefit you would receive from the Company or any Subsidiary, otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the number meaning of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement Section 280G of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a SubsidiaryCode, and (Bii) but for this sentence, be subject to the denominator excise tax imposed by Section 4999 of which the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) if the Participant was employed by the Company or a Subsidiary on the first day largest portion of the Restriction Period, Payment that would result in no portion of the total number of days in Payment (after reduction) being subject to the Restriction Period, Excise Tax or (y) in all other casesthe largest portion, up to and including the total, of the Payment, whichever amount (i.e., the total number amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of days within the Restriction Period equal greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the period of time beginning on Excise Tax. If a reduction in a Payment is required pursuant to the first day of such continuous employment preceding sentence and ending on the last day Reduced Amount is determined pursuant to clause (x) of the Restriction Periodpreceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. The remaining portion If more than one method of this RSU Award that does not vest reduction will result in accordance with this Section 2(c) shall immediately the same economic benefit, the items so reduced will be forfeitedreduced pro rata (the “Pro Rata Reduction Method”).
(dii) The Committee mayNotwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in its sole discretion, provide that, upon the retirement any portion of the Participant Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code.
(iii) Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Committee in its sole discretion), all or part Company for general tax compliance purposes as of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing day prior to the effective date of a Change in Control triggering the Participant’s retirementPayment shall perform the foregoing calculations. Any portion of this RSU Award If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting a Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company.
(iv) If you receive a Payment for which the vesting requirements Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section 2 1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section 1(c)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have been satisfied shall be payable in accordance with Section 5 hereofno obligation to return any portion of the Payment pursuant to the preceding sentence.
Appears in 3 contracts
Samples: Non Employee Director Stock Option Agreement, Option Agreement (Geron Corp), Option Agreement (Geron Corp)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock Units under will vest as set forth in this RSU Award shall vest only Section 3(a), subject to the Participant remaining in continuous Employment from the Date of Grant through such vesting date.
(i) except as provided in Subject to Section 3 hereof3(a)(ii) and Section 3(a)(iii) below, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end one-third of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment Restricted Stock Units will vest on each of the Participant by the Company or any Subsidiary terminates prior to the end first three anniversaries of the Restriction PeriodVesting Commencement Date, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based vest on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal any such date being rounded down to the period of time beginning on nearest whole Share and the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(cbecoming vested as to one-hundred percent (100%) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered on the third anniversary of the Vesting Commencement Date.
(ii) Subject to Section 3(a)(iii) below, in the event the Participant’s Employment is terminated by this RSU Award shall be payable under this RSU Awardthe Company or one of its subsidiaries without Cause (such termination of Employment, subject a “Qualifying Termination”), and to the satisfaction extent that any Restricted Stock Units are outstanding immediately prior to such Qualifying Termination but not then vested, that number of Restricted Stock Units that, in the absence of such Qualifying Termination, would have become vested on the next vesting date following such Qualifying Termination pursuant to the vesting schedule set forth in Section 3(a)(i) hereof will automatically vest in full upon the occurrence of such Qualifying Termination.
(iii) In the event of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date termination of the Participant’s retirement. Any portion Employment due to the Participant’s death or the Company’s or a subsidiary’s termination of this RSU Award as the Participant’s Employment due to which the vesting requirements Participant’s Disability, and to the extent that any Restricted Stock Units are outstanding immediately prior to such termination of this Section 2 have been satisfied Employment but not then vested, all such unvested Restricted Stock Units shall be payable in accordance with Section 5 hereofbecome fully-vested upon the occurrence of such termination of Employment.
Appears in 3 contracts
Samples: Restricted Stock Unit Award Agreement (Skyline Champion Corp), Restricted Stock Unit Award Agreement (Skyline Champion Corp), Restricted Stock Unit Award Agreement (Skyline Champion Corp)
Vesting. Subject to this Section 2 and Section 7, if the Grantee remains employed by the Company, the RSUs shall vest in accordance with the vesting schedule set forth above, if the RSUs vest upon the passage of time, or the schedule attached hereto as Schedule A, if applicable, if the RSUs vest upon the fulfillment of performance criteria set forth herein. Each date on which the RSUs vest, either by the specified passage of time or fulfillment of the performance criteria in accordance with Schedule A, if applicable, is hereinafter referred to as a “Vesting Date”. Notwithstanding the foregoing, no Vesting Date can be any earlier than the day immediately after the day which is twelve (12) months and thirty (30) days following the Date of Grant (the period from the Date of Grant until the day which is twelve (12) months and thirty (30) days following the Date of Grant being hereinafter referred to as the “Initial Restriction Period”). Except as may otherwise provided herein, on the Vesting Date, a number of Shares equal to the number of vested RSUs shall be provided issued to the Grantee free and clear of all restrictions imposed by Section 25:
this Agreement (aexcept those imposed by Sections 3.3 and 7 below). As soon as practicable (and no later than thirty (30) Subject to compliance with Section 13days) after the Vesting Date, the Restricted Stock Units under this RSU Award Company shall vest only transfer such Shares to an unrestricted account in the name of the Grantee (i) except as provided in Section 3 hereofor, if the Grantee has died, to his or her surviving spouse or, if none, to the extent that Grantee’s estate). For purposes of this Agreement, employment with a Subsidiary of the Performance Goals are satisfied Company or service as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if a member of the Participant remains continuously employed by Board of Directors of the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s considered employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedCompany.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 3 contracts
Samples: Restricted Stock Unit Award Agreement (United Community Banks Inc), Restricted Stock Unit Award Agreement (United Community Banks Inc), Restricted Stock Unit Award Agreement (United Community Banks Inc)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided in Sections 2(cthis Section 2 below and subject to Section 3 below, the Class E Units shall become immediately vested as to 12.50% of the original number of Class E Units acquired by Executive pursuant to Section 1(a) and as to an additional 6.25% of the original number of Class E Units acquired by Executive to Section 1(a) at the end of each calendar quarter (with the calendar quarter ending June 30, 2004 being the next vesting date), 2(d) or 3 hereofif (but only if), if the Participant remains continuously as of each such date, Executive is still employed by the Company LLC or a Subsidiary until the end any of the Performance Periodits Subsidiaries.
(b) Except as otherwise provided If, prior to the date on which all Class E Units acquired by Sections Executive pursuant to Section 1(a) have become vested pursuant to Section 2(a) hereof, Executive ceases to be employed by LLC or its Subsidiaries on any date other than the last day of any calendar quarter, the cumulative percentage of unvested Class E Units to become vested with respect to the calendar quarter during which such termination occurs shall be equal to (i) 6.25% multiplied by (ii) the quotient determined by dividing the number of days elapsed during such quarterly period prior to such termination by the total number of days of calendar quarter. Subject to Section 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or all vesting with respect to any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award remaining Unvested Units shall be immediately forfeited in its entiretyand forever cease.
(c) Upon (i) the Termination of the Participant’s employment without CauseNotwithstanding anything to be contrary herein, or (ii) the Disability or death of the Participant during the Restriction Period and immediately prior to any termination the occurrence of a Liquidity Event, all Class E Units acquired by Executive pursuant to Section 1(a) which have not yet become vested shall become vested at the Participanttime of such occurrence. In addition, if Executive’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed LLC and its Subsidiaries is terminated by the Company or LLC and its Subsidiaries without Cause and such termination is not in connection with a SubsidiaryLiquidity Event, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Periodthen, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements for purposes of this Section 2 have been satisfied (with it being understood that if Executive is terminated without Cause in connection with the Liquidity Event, the vesting rules of the immediately foregoing sentence apply), Executive shall be payable entitled to an additional six calendar quarters of vesting with respect to his Class E Units, with such additional vesting to be given immediate effect on the date of termination of Executive’s employment (i.e., if, on the date of termination, Executive is vested with respect to 25% of his Class E Units and Executive is terminated without Cause prior to (but not in accordance connection with) a Liquidity Event, Executive shall be deemed vested as of the date of termination with respect to 62.5% of his Class E Units). Subject to Section 5 hereof3 below, Class E Units acquired by Executive pursuant to Section 1(a) which are considered vested, or have become vested pursuant to this Section 2 are referred to herein as “Vested Units,” and all other Class E Units acquired by Executive are referred to herein as “Unvested Units.” Subject to the accelerated vesting provision set forth in this Section 3(c) with respect to a termination without Cause, in the event that Executive’s employment with the LLC or any of its Subsidiaries is terminated for any reason (including Executive’s resignation), all vesting with respect to the Unvested Units shall immediately and forever cease and Executive will forfeit completely any and all interest in the Unvested Units without any further action on the part of the LLC or Executive.
Appears in 3 contracts
Samples: Class E Unit Purchase Agreement (Norcross Safety Products LLC), Class E Unit Purchase Agreement (Norcross Safety Products LLC), Class E Unit Purchase Agreement (Norcross Safety Products LLC)
Vesting. (a) Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13herein, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, one-third of the RSUs (rounded down to the extent that nearest whole Share) shall become vested on the Performance Goals are satisfied as provided in Schedule Afirst anniversary of the Grant Date, and (ii) except as otherwise provided one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become vested on the third anniversary of the Grant Date, in Sections 2(cthe case of each of clauses (i), 2(d(ii) or 3 hereofand (iii), if subject to Participant not having incurred a Termination of Employment prior to the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodapplicable vesting date.
(b) Except as otherwise provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment, unvested RSUs shall be forfeited by Sections 2(c)Participant without consideration therefor. Notwithstanding the foregoing, 2(din the event that Participant incurs a Termination of Employment (i) or 3 hereof, if the employment as a result of the Participant termination by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited its Affiliate without “Cause” (as defined in its entirety.
(c) Upon (i) the Termination of the Participant’s employment agreement with the Company dated as of March 6, 2012 without Causeregard to the earlier expiration of such agreement (the “Employment Agreement”)) or for “Good Reason” (as defined in the Employment Agreement), RSUs shall immediately vest in full and be settled in accordance with Section 3 of this Agreement, or (ii) due to Participant’s death or “Disability” (as defined in the Disability or death of the Participant during the Restriction Period and Employment Agreement), RSUs that are outstanding immediately prior to any termination such Termination of Employment and that would have vested on the Participant’s employment next vesting date shall vest pro-rata, with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal RSUs vesting to be determined by multiplying the number of Restricted Stock Units RSUs that otherwise would be paid, if any, following the Restriction Period (based have vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied next vesting date by a fraction, (A) the numerator of which shall be is the number of days in between the Restriction Period during which prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the Participant was continuously employed by the Company or a Subsidiarydate of Participant’s Termination of Employment, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedis 365.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (NMI Holdings, Inc.), Restricted Stock Unit Award Agreement (NMI Holdings, Inc.)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Potomac Electric Power Co), Restricted Stock Unit Agreement (Pepco Holdings Inc)
Vesting. (a) Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13herein, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, one-third of the RSUs (rounded down to the extent that nearest whole Share) shall become vested on the Performance Goals are satisfied as provided in Schedule Afirst anniversary of the Grant Date, and (ii) except as otherwise provided one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become vested on the third anniversary of the Grant Date, in Sections 2(cthe case of each of clauses (i), 2(d(ii) or 3 hereofand (iii), if subject to Participant not having incurred a Termination of Employment prior to the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodapplicable vesting date.
(b) Except as otherwise provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment for any reason, unvested RSUs shall be forfeited by Sections 2(cParticipant without consideration therefor. Notwithstanding the foregoing, if Participant incurs a Termination of Employment due to Participant’s death or “Disability” (as defined in the Plan), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates RSUs that are outstanding immediately prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the such Termination of Employment and that would have vested on the Participant’s employment without Causenext vesting date shall vest pro-rata, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal RSUs vesting to be determined by multiplying the number of Restricted Stock Units RSUs that otherwise would be paid, if any, following the Restriction Period (based have vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied next vesting date by a fraction, (A) the numerator of which shall be is the number of days in between the Restriction Period during which prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the Participant was continuously employed by the Company or a Subsidiarydate of Participant’s Termination of Employment, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedis 365.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (NMI Holdings, Inc.), Restricted Stock Unit Award Agreement (NMI Holdings, Inc.)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock Units under will vest as set forth in this RSU Award shall vest only Section 3(a), subject to the Participant remaining in continuous Employment from the Date of Grant through such vesting date.
(i) except as provided in Subject to Section 3 hereof3(a)(ii) and Section 3(a)(iii) below, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end one-third of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment Restricted Stock Units will vest on each of the Participant by the Company or any Subsidiary terminates prior to the end first three anniversaries of the Restriction PeriodVesting Commencement Date, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based vest on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal any such date being rounded down to the period of time beginning on nearest whole Share and the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(cbecoming vested as to one-hundred percent (100%) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered on the third anniversary of the Vesting Commencement Date.
(ii) Subject to Section 3(a)(iii) below, in the event the Participant’s Employment is terminated by this RSU Award shall be payable under this RSU Awardthe Company or one of its subsidiaries without Cause or if the Participant terminates his or her Employment for Good Reason (each such termination of Employment, subject a “Qualifying Termination”), and to the satisfaction extent that any Restricted Stock Units are outstanding immediately prior to such Qualifying Termination but not then vested, that number of Restricted Stock Units that, in the absence of such Qualifying Termination, would have become vested on the next vesting date following such Qualifying Termination pursuant to the vesting schedule set forth in Section 3(a)(i) hereof will automatically vest in full upon the occurrence of such Qualifying Termination.
(iii) In the event of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date termination of the Participant’s retirement. Any portion Employment due to the Participant’s death or the Company’s or a subsidiary’s termination of this RSU Award as the Participant’s Employment due to which the vesting requirements Participant’s Disability, and to the extent that any Restricted Stock Units are outstanding immediately prior to such termination of this Section 2 have been satisfied Employment but not then vested, all such unvested Restricted Stock Units shall be payable in accordance with Section 5 hereofbecome fully-vested upon the occurrence of such termination of Employment.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Skyline Champion Corp), Restricted Stock Unit Award Agreement (Skyline Champion Corp)
Vesting. Except as may otherwise be provided by Section 25in Sections 3 and 24 hereof, this RSU Award shall vest, as follows:
(a) Subject to compliance with Section 13On , 2018 (the Restricted Stock Units under “Vesting Date”), this RSU Award shall vest only (i) except as in full, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until beginning on the end Date of Grant and ending on the Performance Period.
(b) Vesting Date. Except as otherwise provided by Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction PeriodVesting Date, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the “Restriction Period.”
(cb) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the death or Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, a portion of the number of Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), covered by this Agreement multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(dc) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. vest. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of Restricted Stock Units associated with this RSU Award as to which the vesting requirements requirement of this Section 2 have has been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Potomac Electric Power Co), Restricted Stock Unit Agreement (Potomac Electric Power Co)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject With respect to compliance with Section 13Awards other than any Performance Awards and any Other Equity-Based Awards, upon the Restricted Stock Units under this RSU Award shall vest only occurrence of a Change in Control, in each case as of immediately prior to but contingent on the occurrence of such Change in Control, (i) except all outstanding Options and SARs shall be deemed to have vested, and all restrictions and conditions applicable to such Options and SARs shall be deemed to have lapsed; (ii) all outstanding Restricted Shares and Share Units shall be deemed to have vested, and all restrictions and conditions applicable to such Restricted Shares and Share Units shall be deemed to have lapsed, and any Shares subject thereto shall be delivered unless the Committee determines to cash out such Award as provided described in Section 3 hereof18.3.2 and any cash payment required thereunder shall be made; (iii) all outstanding Dividend Equivalent Rights shall be deemed to have vested, and all restrictions and conditions applicable to such Dividend Equivalent Rights shall be deemed to have lapsed, and any Shares subject thereto shall be delivered unless the extent that Committee determines to cash out such Award as described in Section 18.3.2 and any cash payment required thereunder shall be made; and (iv) all outstanding LTIP Units shall be deemed to have vested, and all restrictions and conditions applicable to such LTIP Units shall be deemed to have lapsed;
(b) With respect to any Performance Award, upon the occurrence of a Change in Control, (i) if less than half of the Performance Goals are satisfied Period has lapsed, such Awards shall be earned, as provided of immediately prior to but contingent on the occurrence of such Change in Schedule AControl, based on deemed achievement of target performance, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end at least half of the Performance Period.
(b) Except as otherwise provided by Sections 2(c)Period has lapsed, 2(d) or 3 hereofsuch Awards shall be earned, if the employment of the Participant by the Company or any Subsidiary terminates immediately prior to but contingent on the end occurrence of the Restriction Periodsuch Change in Control, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement greater of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator deemed achievement of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company target performance or a Subsidiary, and (B) the denominator determination of which shall be (x) if the Participant was employed by the Company or actual performance as of a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal date reasonably proximal to the period date of time beginning on the first day consummation of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest Change in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (Control as determined by the Committee in its sole discretion).
(c) With respect to any Other Equity-Based Award, all or part upon the occurrence of a Change in Control, Other-Equity Based Awards shall be governed by the terms of the Restricted Stock Units covered by this RSU applicable Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.Agreement
Appears in 2 contracts
Samples: Equity Incentive Plan (RLJ Lodging Trust), Equity Incentive Plan (RLJ Lodging Trust)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Pepco Holdings Inc), Restricted Stock Unit Agreement
Vesting. Except The restrictions on transfer set forth in Section 2(b) hereof shall lapse as may otherwise be provided follows, subject to the continued employment of Participant by Section 25the Company:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Provided a Participant remains continuously employed by the Company or a Subsidiary until the consummation of an Initial Public Offering, 25% of the Restricted Securities shall be vested as of the Date of Grant. In addition, provided, the Participant has remained continuously employed by the Company, or, following the consummation of the Brookdale Senior Living Transaction, any successor to the Company, as of each such date, 25% of the remaining 75% of the Restricted Securities shall vest at the end of the Performance Period.
(b) Except as otherwise third, fourth and fifth years following the Date of Grant; provided by Sections 2(c)that, 2(d) or 3 hereofupon the occurrence of a Change in Control, if the employment 100% of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award Restricted Securities that are not vested at that time shall be immediately forfeited in its entirety.
(c) vest. Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s 's employment with the Company or prior to the occurrence of an Initial Public Offering, any SubsidiaryRestricted Securities pursuant to this Restricted Securities Agreement shall be immediately forfeited by the Participant and transferred to, and reacquired by, the number Company on a pro-rata basis without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, Securities. From and following the Restriction Period (based on the achievement occurrence of an Initial Public Offering, upon termination of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) Participant's employment with the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed Company other than termination by the Company (or a Subsidiary, and (Bany successor) the denominator of which shall be (x) if without Cause or by the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Periodfor Good Reason, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the any Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award Securities as to which the vesting requirements of restrictions on transferability described in this Section 2 shall not already have been satisfied lapsed shall be payable immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in accordance with Section 5 hereofsuch Restricted Securities. Notwithstanding the foregoing, if the Participant's employment is terminated by the Company (or its successor) without Cause or by the Participant for Good Reason, then the Participant shall immediately vest in the percentage of Restricted Securities that would have vested on the anniversary of the Date of Grant next following the date of such termination, or, if that percentage is zero, then the percentage of Restricted Securities that would have vested on the anniversary of the Date of Grant following the date of such termination for which the vesting percentage is greater than zero.
Appears in 2 contracts
Samples: Award Agreement (Brookdale Senior Living Inc.), Award Agreement (Brookdale Senior Living Inc.)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance The Award will vest, if at all, in accordance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, attached hereto and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or made a Subsidiary until the end part of the Performance Periodthis Agreement.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if In the event Recipient's employment with one of the Participant by the Company or any Subsidiary terminates Corporation's Subsidiaries is terminated prior to the end of the Restriction three year measurement period set forth in Schedule A (the "Measurement Period") due to the Recipient's death, Disability (as defined in section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended, (the "Code")), Retirement (subject to the second paragraph of Section 4) or termination not for Cause (each an "Early Termination") the Award will vest, if at all, on a pro-rata basis and will be paid to the Employee (or, in the event of the Employee's death, the Employee's designated beneficiary for purposes of the Award, or in the absence of an effective beneficiary designation, the Employee's estate). The pro-rata basis will be a percentage where the denominator is 36 and the numerator is the number of months from January 1, 2006 through the month of Early Termination, inclusive. This pro-rata basis will be paid to the Recipient at the same time as Cash Awards and Stock Distributions are made to then current employees who have Awards under the Plan, subject to Section 2(f) of this RSU Agreement.
(c) In the event Recipient's employment with one of the Corporation's Subsidiaries is terminated for Cause, or if the Recipient terminates his/her employment with such Subsidiary, each occurring prior to April 15, 2009, the Award shall be immediately forfeited in its entirety.
(cd) Upon (i) If prior to April 15, 2009, the Termination Recipient becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Participant’s employment without CauseCorporation, or (ii) if the Disability or death Recipient begins a leave of absence without reinstatement rights, then in each case the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days forfeited in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedits entirety.
(de) The Committee may, In the event of a Change in its sole discretion, provide that, upon the retirement Control of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing Corporation prior to the effective distribution of the Award, the Award will be paid within 60 days of the date of the Participant’s retirementChange in Control. Any portion In such event, the vesting date will be the date of the Change in Control. The term "Change in Control" is defined for purposes of this RSU Award as to which the vesting requirements of this Agreement in Section 2 have been satisfied shall be payable in accordance with Section 5 hereof7.
Appears in 2 contracts
Samples: Performance Share Agreement (Amr Corp), Performance Share Agreement (Amr Corp)
Vesting. (a) Except as may be otherwise be provided by in Section 25:
(a) Subject to compliance with 3 or Section 136 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units under shall be determined in accordance with this RSU Award Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall vest be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon a comparison of the Company’s total shareholder return, as defined below (“TSR”), to the TSR of each company (other than the Company) that comprises the S&P Supercomposite Technology Hardware and Equipment Index (the “Index”) during the period beginning September 1, 2018 and ending on August 31, 2021 (the “Performance Period”), provided that only the companies that comprise the Index as of the first day of the Performance Period shall be considered and any such company shall be deemed to have a TSR of negative 100 percent upon (i) except as provided in Section 3 hereofthe institution by or against such company of an insolvency, to receivership or bankruptcy proceeding under the extent that the Performance Goals are satisfied as provided in Schedule AUnited States Bankruptcy Code, and 11 U.S.C. §§ 101-1532, or foreign insolvency regime, (ii) except as otherwise provided in Sections 2(c)such company making an assignment for the benefit of creditors, 2(dor (iii) such company’s dissolution or 3 hereof, if ceasing to do business. The TSR for the Participant remains continuously employed by the Company or a Subsidiary until Performance Period shall be measured at the end of the Performance Period.. [ ]
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment The portion of the Participant by Grantee’s rights and interest in the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award that becomes vested and nonforfeitable on the Determination Date (as defined below) shall equal be determined in accordance with the following schedule, using linear interpolation, as determined by the Compensation Committee of the Board (the “Committee”): [ ] No fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 200 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share.
(c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the determination that otherwise would be paid, if any, following the Restriction Period (based on corresponding Performance Goal and all other conditions for the achievement vesting of the Performance Goals Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as determined under Section 1(b))an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, multiplied by a fraction, (A) the numerator of which as defined herein. This determination shall be the number of made within ninety (90) days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on after the last day of the Restriction PeriodPerformance Period (“Determination Date”). The remaining portion Committee shall make this determination, provided that, for any Grantee who is not an “officer” of this RSU Award that does the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). The Committee’s or such Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its sole discretion, provide thatreduce the amount of compensation otherwise to be paid or earned in connection with this award, upon notwithstanding the retirement level of achievement of the Participant (as determined Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Committee in its sole discretion)Company, all or part any other circumstance or event, including any circumstance or event outside the control of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU AwardGrantee, subject adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofGoal.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Jabil Inc), Restricted Stock Unit Award Agreement (Jabil Inc)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance earlier vesting in accordance with Section 13Sections 4 or 5 below, the Restricted Stock Units under this RSU Award shall vest only Shares (iand any related Dividend Equivalent Units) except as provided in Section 3 hereof, to will become vested on the extent that later of the third anniversary of the Grant Date or the date on which the Committee certifies the attainment of the Performance Goals are satisfied as provided (the “Vesting Date”) in Schedule Aaccordance with the provisions of Section 3 below and subject to the provisions of subsection (b) below. Prior to the Vesting Date, the Shares (and (iiany related Dividend Equivalent Units) subject to the Award shall be nontransferable and, except as otherwise provided in Sections 2(c)herein, 2(d) or 3 hereof, if the Participant remains continuously employed by shall be immediately forfeited upon Participant’s termination of employment with the Company or a Subsidiary until and its Subsidiaries. Prior to the end Vesting Date, the Award shall not be earned by Participant’s performance of services and there shall be no such vesting of the Performance PeriodAward. Subject to the terms of the Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. Participant acknowledges that the opportunity to obtain the Shares represents valuable consideration, regardless of whether the Shares actually vest.
(b) Except as otherwise provided by Sections 2(c), 2(dThe maximum number of Shares (including any related Dividend Equivalent Units) or that may vest and be paid out on the Vesting Date pursuant to Section 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award Agreement shall be immediately forfeited in its entirety.limited to a Fair Market Value of Shares on the Vesting Date not to exceed:
(c) Upon (i) one-half of one percent (or, one and one-half percent if Participant is the Termination Chief Executive Officer of the Participant’s employment without Cause, or (iiCompany) the Disability or death of the Participant during the Restriction Period and prior to any termination sum of the ParticipantCompany’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of operating income for the Performance Goals as determined under Section 1(b))Period January 1, multiplied by a fraction[ ] through December 31, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary[ ], and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretionaccordance with the Plan,
(ii) “operating income” for purpose of clause (i) above shall be calculated excluding the effect of changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, all as determined by U.S. generally accepted accounting principles (“GAAP”); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, as most accurately determined either at the time of the acquisition (through projections made at that time and accepted by the Committee), or at year end; and foreign exchange gains or losses, all as determined by the Committee; provided, however, that in no event shall the number of Shares which vest on the Vesting Date exceed the Maximum Award or part the individual limits for Participants as set forth in the Plan. The maximum number of Shares may be reduced, but not increased, based on the degree of attainment of the Restricted Stock Units covered by performance criteria as set forth in Section 3 of this RSU Award Agreement. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares (and any related Dividend Equivalent Units) shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofimmediately forfeited.
Appears in 2 contracts
Samples: Performance Share Award Agreement (Equifax Inc), Performance Share Award Agreement (Equifax Inc)
Vesting. Except as may otherwise be provided by Section Twenty-five percent (25:
(a%) Subject to compliance with Section 13, of the Restricted Stock Units under this RSU Award (rounded up to the nearest whole number) shall vest only on the first anniversary of the date of this Agreement and on each of the next three (3) successive anniversaries thereof unless previously vested or forfeited in accordance with the Plan or this Agreement (the “Normal Vesting Schedule”).
(i) except as provided Any Restricted Stock Units that fail to vest because the employment condition set forth in Section 3 hereof3(c) is not satisfied shall be forfeited, subject to the extent that the Performance Goals are satisfied as provided special provisions set forth in Schedule A, and subsections (ii) except as otherwise provided through (iv) of this Section 3(a).
(ii) If the Participant’s employment terminates due to death or Permanent Disability, or in Sections 2(cthe event of a Change in Control where the holders of the Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested.
(iii) If-on or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), 2(d) or 3 hereof, if the Participant remains continuously employed terminates employment for Good Reason, or is terminated by the Company without Cause, Restricted Stock Units not previously vested shall immediately become vested.
(iv) In the event of the Participant’s resignation or termination of employment (other than for Cause) on or after the earlier of (A) the Participant’s 60th birthday and having attained ten (10) years of service with the Company or a Subsidiary until the end (including years of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant service granted by the Company or any Subsidiary terminates prior to the end as a result of the Restriction Perioda merger, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Causeacquisition, or (iiother transaction) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be Participant’s 65th birthday (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period“Retirement”), the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Compensation Committee maymay determine, in its sole discretion, provide that, upon whether and the retirement of the Participant (as determined by the Committee manner in its sole discretion), all or part of the which Restricted Stock Units covered by this RSU Award not previously vested (or any portion thereof) shall be vested and transferred to such Participant. In the absence of Compensation Committee action, upon such Retirement, the Participant shall forfeit any and all Restricted Stock Units which have not vested as of the date of such termination and such units shall revert to the Company without consideration of any kind. To the extent the Participant’s Retirement date and vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this RSU Awardsubsection shall constitute the payment of nonqualified deferred compensation, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Code Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.409A.
Appears in 2 contracts
Samples: Award Agreement for Employees – Restricted Stock Units (EnerSys), Award Agreement for Employees – Restricted Stock Units (EnerSys)
Vesting. Except 3.1 The Restricted Shares subject to this grant shall become unrestricted and vested as may otherwise be provided by Section 25:
follows: • 44% on the Grant Date (a) Subject to compliance with Section 13the “Withheld Shares”); • 62.7% on February 24, the Restricted Stock Units under this RSU Award shall vest only 2011 (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(cincluding any amount previously vested), 2(d) or 3 hereof, if provided the Participant remains continuously is then employed by the Company or a Subsidiary until the end and/or one of the Performance Period.
its Subsidiaries; • 81.3% on February 24, 2012 (b) Except as otherwise provided by Sections 2(cincluding any amount previously vested), 2(d) or 3 hereof, if the employment of provided the Participant is then employed by the Company or any Subsidiary terminates prior to and/or one of its Subsidiaries; and • 100% on February 24, 2013, provided the end Participant is then employed by the Company and/or one of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretySubsidiaries.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of 3.2 If the Participant’s employment with the Company and/or its subsidiaries terminates as a result of (i) the Company terminating the Participant’s employment for Cause (as defined below) or (ii) the Participant terminating his employment without Good Reason (as defined below), in each case, prior to the vesting of all or any Subsidiary, portion of the number of Restricted Stock Units, if any, payable Shares awarded under this RSU Award shall equal the number of Agreement, then such unvested Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) Shares shall immediately be forfeited.
(d) cancelled and the Participant shall forfeit any rights or interests in and with respect to any such unvested Restricted Shares. The Committee may, in its sole discretion, provide thatdetermine, upon prior to or within ninety (90) days after the retirement date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited.
3.3 If the Participant’s employment with the Company and/or its subsidiaries terminates for any reason other than by the Company for Cause or by the Participant without Good Reason (i.e., death, permanent disability, by the Company without Cause, by Participant for Good Reason), then the Participant shall become 100% vested in the Restricted Shares awarded under this Agreement as of the Participant date of any such termination.
3.4 In the event of a Change of Control (as determined by the Committee in its sole discretiondefined below), all or part restrictions, terms and conditions applicable to the Restricted Shares shall be deemed lapsed and satisfied as of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion Change of Control.
3.5 For purposes of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.Agreement:
Appears in 2 contracts
Samples: Restricted Share Award Agreement (Rand Logistics, Inc.), Restricted Share Award Agreement (Rand Logistics, Inc.)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU The Unit Award shall vest become Vested on the basis of one Unit to one share of Common Stock only (i) except upon the Vesting Dates and the satisfaction of the performance criteria, if any, as provided set forth in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule AVesting Schedule, and (ii) the Dividend Equivalent Award shall become Vested only upon the vesting of the underlying Unit Award and only if a cash dividend has actually been declared and issued on the Common Stock on or after the Grant Date and on or before the Payment Date of the underlying Unit, in each case except as otherwise provided herein or determined by the Company in Sections 2(c)its sole discretion. Subject to Section 3(d) below, 2(d) or 3 hereofno portion of any Award shall become Vested on the Vesting Date unless the Employee is then, if and since the Participant remains Grant Date has continuously been, employed by the Company or a Subsidiary until the end of the Performance Periodan Affiliate.
(b) Except In the event that the Employee takes a leave of absence from his or her employment prior to a Vesting Date, the Company has the discretion to suspend vesting during such leave of absence as provided for in the Company’s leave policy, to the extent permitted by applicable law. Upon the Employee’s return to active work, vesting will resume; however, unless otherwise provided in the Company’s leave policy, or otherwise required by Sections 2(c)applicable law, 2(dthe Employee will not receive credit for any vesting during the leave of absence period.
(c) Subject to Section 3(d) below, in the event that the Employee’s employment terminates prior to a Vesting Date due to (1) disability, or 3 hereof, if the employment of the Participant (2) termination by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without CauseAffiliate, or (ii3) the Disability or death any other termination of employment, as further described in Section 7(j)(iii) of this Agreement, any portion of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does has not vest in accordance with this Section 2(c) shall immediately then become Vested will be forfeitedforfeited automatically.
(d) The Committee In the event that the Employee’s employment terminates prior to a Vesting Date due to the Employee’s death, the Unit Award will immediately vest and will be settled in accordance with Section 6 below.
(e) In the event of a merger or acquisition of the Company in which the Company is not the surviving entity, or a sale of substantially all of the Company’s assets, the Company may, in its sole discretion, accelerate the Vesting of all or any portion of any Award, unless the surviving entity agrees to assume or provide that, upon the retirement substituted awards in respect of the Participant (as determined by the Committee in its sole discretion), all or part portion of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 Awards that have been satisfied shall be payable in accordance with Section 5 hereofnot yet become Vested.
Appears in 2 contracts
Samples: Global Restricted Stock Unit Agreement, Global Restricted Stock Unit Agreement (Sapient Corp)
Vesting. Except as may otherwise be provided by Section 25(a) The Participant shall become vested in the Restricted Stock Units, in installments, on the dates indicated in the following table:
(ab) Subject to compliance with Section 13In the event of the Participant’s Termination (x) by the Company without Cause (other than as a result of death or disability) or (y) by the Participant for Good Reason: (i) if such Termination occurs within the twelve (12) month period following a Change in Control (a “CIC Period”), then upon the date of such Termination the Participant shall become one hundred percent (100%) vested in the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule AUnits, and (ii) except as otherwise provided in Sections 2(c)if such termination occurs other than within a CIC Period, 2(d) or 3 hereof, if then upon the date of such Termination the Participant remains continuously shall become vested in the portion of the Restricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination.
(c) In the event of the Participant’s Termination (i) due to the Participant's death or (ii) by the Company or a Subsidiary until due to the end Participant's Disability, the Participant shall become vested in the portion of the Performance PeriodRestricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination.
(bd) Except as otherwise provided by Sections 2(c)in this Agreement, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of upon the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to Termination for any termination of the Participant’s employment with the Company or any Subsidiaryreason, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award in which the Participant has not become vested shall be payable under cancelled, and forfeited by the Participant, without consideration.
(e) Notwithstanding any provision of this RSU AwardAgreement to the contrary, upon the Participant’s Termination by the Company for Cause, the Restricted Stock Units, including any portion in which the Participant had previously become vested, shall be cancelled, and forfeited by the Participant, without consideration.
(f) Notwithstanding any provision of this Agreement to the contrary,
(1) this Agreement is contingent upon and subject to the satisfaction approval of the Performance Goals December Plan Amendment and the January Plan Amendment (which amendments are expected to be presented to shareholders as provided in Schedule A. Any such action part of an amended and restated version of the Plan) by the Committee must Company’s shareholders pursuant to the rules of the Applicable Exchange at the Company’s annual meeting of shareholders held in 2021 (as it may be made adjourned or postponed) (such approval of the Amended Plan, the “Required Shareholder Approval”),
(2) in writing the event that the Required Shareholder Approval is not obtained for any reason, this Agreement shall be null and void and the Participant shall have no rights or interest of any kind with respect to the Restricted Stock Units or associated DERs, including any portion which had previously vested, and
(3) if an event occurs prior to the effective date receipt of the Participant’s retirement. Any portion of this RSU Award as to which Required Shareholder Approval that would otherwise result in the vesting requirements of Restricted Stock Units subject to this Section 2 have been satisfied Agreement, no shares in respect of such Restricted Stock Units shall be payable in accordance issued, and no payments with Section 5 hereofrespect to DERs associated with such Restricted Stock Units shall be made, unless and until the Required Shareholder Approval has been obtained.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Nextier Oilfield Solutions Inc.), Restricted Stock Unit Award Agreement (Nextier Oilfield Solutions Inc.)
Vesting. Except Subject to the terms and conditions set forth herein, including, without limitation, the provisions of Paragraph 5 hereof, beneficial ownership without the restrictions set forth in Paragraph 1 hereof (“Beneficial Ownership”) of the Restricted Stock shall vest in the Grantee as may follows and on the respective dates herein set forth (each such date, a “Vesting Date”); provided, however, that, if any scheduled Vesting Date occurs during a trading “blackout” period with respect to the Grantee (a “Blackout Period”), then the Restricted Stock otherwise be provided by Section 25:
ordinarily scheduled to vest on such Vesting Date shall instead vest on the earlier of (a) Subject the first day following the termination of the applicable Blackout Period, or (b) December 31 of the year in which the Vesting Date was originally scheduled to compliance with Section 13occur: [_______], 20[__] 1/3rd of the Restricted Stock Units under this RSU Award [_______], 20[__] 1/3rd of the Restricted Stock [_______], 20[__] 1/3rd of the Restricted Stock Notwithstanding the foregoing, Beneficial Ownership of all of the aforementioned shares of Restricted Stock shall vest only immediately, without any action on the part of the Company (ior its successor as applicable) except or the Grantee if, prior to a Forfeiture (as provided in Section 3 defined below) by the Grantee pursuant to Paragraph 4 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end any of the Performance Period.following events occur:
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination death of the Participant’s employment without Cause, or Grantee;
(ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the ParticipantGrantee’s formal retirement from employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (acceptable circumstances as determined by the Committee in its sole discretiondiscretion (which determination may be conditioned upon, among other things, the Grantee entering into a non-competition agreement with the Company), all or part ; and
(iii) the termination of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU AwardGrantee’s employment with the Company and/or its Affiliates, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action applicable, by the Committee must be made in writing prior to Company (or applicable Affiliates) without Cause (including upon or following the effective date of the ParticipantGrantee’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofDisability).
Appears in 2 contracts
Samples: Restricted Stock Grant Agreement (SEACOR Marine Holdings Inc.), Restricted Stock Grant Agreement (SEACOR Marine Holdings Inc.)
Vesting. Except as may otherwise be provided by Section 25herein, and provided that Grantee remains in Continuous Service through the Vesting Date:
(a) Subject to compliance 3.1 The TSR Peer Group PSUs will vest, in whole or in part, on the Vesting Date, in accordance with Section 13the schedule set forth on Exhibit I; and
3.2 The Xxxxxxx 3000 Index PSUs will vest, in whole or in part, on the Restricted Stock Units under this RSU Award Vesting Date, in accordance with the schedule set forth on Exhibit II.
3.3 With effect as of the Vesting Date, any PSUs that vest as set forth above, except for a fraction of a PSU, become “Vested Units,” and all other PSUs, including a fraction of a PSU that would otherwise vest as set forth above, shall vest only (i) except as provided in Section 3 hereofbe automatically forfeited, and neither the Company nor any Affiliate shall have any further obligations to the extent that Grantee with respect to such forfeited PSUs.
3.4 The foregoing vesting schedules notwithstanding, if the Performance Goals are satisfied as provided in Schedule AGrantee’s Continuous Service terminates for any reason, and (ii) except as otherwise provided in Sections 2(c), 2(d) Section 11 of the Plan or 3 hereof, if the Participant remains continuously employed by any successor provision or in any employment agreement between Grantee and the Company or a Subsidiary until its affiliate (“Employment Agreement”), at any time before the end Vesting Date, the Grantee’s unvested PSUs shall be automatically forfeited upon such termination of Continuous Service, and neither the Performance PeriodCompany nor any Affiliate shall have any further obligations to the Grantee under this Agreement.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates 3.5 Immediately prior to the end consummation of the Restriction Perioda Corporate Transaction described in Section 2(q)(i), this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death (iii) of the Participant during Plan, the Restriction Period PSUs shall automatically vest in their entirety at the target amount and prior shall as of such moment become Vested Units; except to any termination of the Participant’s employment with extent this Agreement is Assumed, in which case this Agreement shall continue to apply to the Company PSUs or any Subsidiary, similar rights issued in lieu thereof in connection with such assumption. Appropriate adjustments shall be made to the number of Restricted Stock Units, if any, payable under this RSU Award shall equal PSUs to reflect the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement effect of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedCorporate Transaction.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Advanced Emissions Solutions, Inc.), Restricted Stock Award Agreement (Advanced Emissions Solutions, Inc.)
Vesting. Except Notwithstanding any and all above provisions of this Section 2, Employee acknowledges and agrees that all Incentive Shares are granted and issued based on the understanding that Employee will be fully and continuously engaged with the Company under the Employment Agreement for certain minimum periods of time as may otherwise set forth herein below, and, accordingly it is hereby covenanted and agreed by Employee that Incentive Shares shall be provided by Section 25subject to applicable vesting periods and in accordance with and subject to the following terms and provisions:
2.4.1. 25% (atwenty five percent) Subject of the Incentive Shares shall vest after 12 (twelve) months from the Commencement Date, and the remaining 75% (seventy five percent) of the Incentive Shares shall vest in 12 (twelve) equal portions on a quarterly basis over the following period of 36 (thirty six) months. The full period of 4 (four) years from the Commencement Date shall be referred to compliance with Section 13as the "Vesting Period".
2.4.2. In the event that, at any time during the Vesting Period, the Restricted Stock Units under this RSU Award Employment Agreement shall vest only be terminated or cancelled for any reason whatsoever (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(ca "Termination Event"), 2(d) or 3 hereofthen, if upon the Participant remains continuously employed by later of the Company or a Subsidiary until actual termination of the Employment Agreement and the end of the Performance Notice Period.
, where applicable, all unvested Incentive Shares at such date shall be subject to one or more Adjustment Actions as shall be determined by the Company, at its sole and absolute discretion in order to cause the Applicable Percent to be adjusted to the applicable percentage as at the time of termination. For example, in the event of a Termination Event at the end of 12 (btwelve) Except as otherwise provided by Sections 2(cmonths from the Commencement Date, the Applicable Percent shall be 2% (two percent), 2(d) or 3 hereof, if ; Employee hereby agrees and confirms that the employment shareholders of the Participant by Company may take all such Adjustment Actions, and hereby empowers the Board of Directors of the Company or any Subsidiary terminates prior person which may be designated by the Board of Directors of the Company to vote all the Incentive Shares (to the extent required and applicable for the above purposes only) in any way as he or she may deem fit for the above purposes. For the avoidance of doubt, a Termination Event will have no effect whatsoever with regard to any vested shares, which will include all shares vested in accordance hereof until the later of the actual termination of the Employment Agreement and the end of the Restriction Notice Period, this RSU Award shall be immediately forfeited in its entiretywhere applicable.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 2 contracts
Samples: Employment Agreement (BioLineRx Ltd.), Employment Agreement (BioLineRx Ltd.)
Vesting. 3.1 Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c)this Agreement, 2(d) or 3 hereof, if provided that the Participant remains continuously employed by the Company or has not incurred a Subsidiary until the end Termination of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates Service prior to the end of the Restriction PeriodPerformance Period set forth on Exhibit A (attached hereto), this RSU Award and further provided that any additional conditions and performance goals set forth in Exhibit A have been satisfied, the OP Profits Units will vest and no longer be subject to any restrictions. Once vested, the OP Profits Units become “Vested OP Profits Units.” Any OP Profits Units that do not become Vested OP Profits Units shall be immediately forfeited in its entiretyautomatically forfeited.
(c) Upon (i) 3.2 Except as provided in Sections 3.3, 3.4, 3.5 and 3.7 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant's Termination of Service for any reason at any time before all of his or her OP Profits Units have vested, the Participant's unvested OP Profits Units shall be automatically forfeited and none of the Company, any Subsidiary or the Partnership shall have any further obligations to the Participant under this Agreement.
3.3 If the Participant’s employment Termination of Service occurs as a result of a Termination of Service by the Company without CauseCause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Americold Logistics LLC Executive Severance Benefits Plan) or the Participant has met Retirement eligibility (as defined in Section 3.6), or (ii) the Disability or death a pro-rated portion of the Participant OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Restriction Performance Period and prior that the Participant was employed, provided the Participant continues to comply with the terms of any termination of confidentiality, non-solicitation and/or non-competition agreement (including the Participant’s employment restrictions set forth herein, if applicable) with the Company or any Subsidiaryof its Subsidiaries. If the Participant has met the Enhanced Retirement eligibility (as defined in Section 3.6), all of the number of Restricted Stock Units, if any, payable under this RSU Award OP Profits Units shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (remain outstanding and eligible to vest based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on actual performance through the last day of the Restriction Performance Period. The remaining Upon the breach by the Participant of the terms of any such agreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligation to the Participant under this Agreement.
3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed with the Company, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement (including the restrictions set forth herein, if applicable) with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this RSU Award that does not vest Agreement.
3.5 If, within the twenty-four (24) month period following a Change in accordance with Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or by the Participant for Good Reason, the OP Profits Units shall immediately become vested based on the Target Performance level.
3.6 For purposes of this Section 2(c) 3, “Retirement” with respect to a Participant means his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant has attained the age of 65. For purposes of this Section 3, “Enhanced Retirement” means the Participant has continued to serve as CEO until such time as the Board appointed a CEO to replace him. In each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause.
3.7 If the Participant’s Termination of Service occurs as a result of Participant’s death or Disability (as defined below), a pro-rated portion of the OP Profits Units shall immediately be forfeited.
become vested at Target Performance Level (d) The Committee mayregardless of the Company’s performance), in its sole discretionbased on the number of days during the Performance Period that the Participant was employed with the Company, provide thatas applicable, upon the retirement of provided the Participant (as determined by the Committee or Participant’s estate, if applicable) executes and delivers a general release of claims in its sole discretion), all or part favor of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject Company in a form satisfactory to the satisfaction of the Performance Goals as provided in Schedule A. Any Company and such action by the Committee must be made in writing release becomes effective and non-revocable prior to the effective date of 90th day following the Participant’s retirementTermination of Service date. Any portion For purposes of this RSU Award as paragraph only, “Disability” shall have the meaning given such term by Section 409A of Code, which generally provides that “Disability” of a Participant means either (a) the Participant is unable to which engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) the vesting requirements Participant is, by reason of this Section 2 have been satisfied any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the employees of the Company, provided, however, that nothing contained herein shall be payable in accordance construed as permitting a violation of the Americans with Section 5 hereofDisabilities Act or similar law prohibiting discrimination on the basis of a disability.
Appears in 2 contracts
Samples: Performance Based Op Profits Unit Agreement (Americold Realty Trust), Performance Based Op Profits Unit Agreement (Americold Realty Trust)
Vesting. Except as may otherwise be provided by Section 2524, this RSU Award shall vest, as follows:
(a) Subject to compliance with Section 13On , 2016 (the Restricted Stock Units under “Vesting Date”), this RSU Award shall vest only (i) except as in full, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until beginning on the end Date of Grant and ending on the Performance Period.
(b) Vesting Date. Except as otherwise provided by Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction PeriodVesting Date, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the “Restriction Period.”
(cb) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the death or Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, a portion of the number of Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), covered by this Agreement multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(dc) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. vest. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of Restricted Stock Units associated with this RSU Award as to which the vesting requirements requirement of this Section 2 have has been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Pepco Holdings Inc), Restricted Stock Unit Agreement (Pepco Holdings Inc)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject Any unvested Class A Units issued to compliance with Section 13, the Restricted Stock Units under this RSU Award Xxxxxx X. Xxxxx shall vest only (i) except as provided in Section 3 hereof, accordance with the Unit Grant Agreement to be entered into between Xxxxxx X. Xxxxx and the corporate successor to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed Company by the Company or a Subsidiary until the end way of the Performance Periodconversion.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award Class B Units shall be immediately forfeited in its entiretyfully vested at issuance.
(c) Upon (i) Class C Units granted pursuant to the Termination of the Participant’s employment without CausePredecessor LLC Agreement shall vest, unless provided otherwise herein or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or applicable Incentive Unit Grant Agreement for a SubsidiaryClass C Member, and (B) the denominator in equal 1/60th installments as of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of each of the Restriction Period. The remaining 60 successive calendar months beginning after the date of issuance of such Class C Units; provided, however, that all outstanding but unvested Class C Units shall vest in full upon the occurrence of a Change of Control (other than an Initial Public Offering).
(i) Upon the occurrence of an Initial Public Offering, each Class C Member shall be eligible to receive shares of restricted stock of STR (or any corporate successor to the Company by way of conversion or such other corporation owned by the Company which effects the Initial Public Offering) that are equivalent in value to the unvested portion of this RSU Award that does not such Class C Member’s Class C Units, which shares shall continue to vest in accordance with this Section 2(c3.05(c), provided that such shares shall vest in their entirety following the date upon which the DLJMB Members have sold or otherwise Transferred to Third Parties fifty percent (50%) or more of their original beneficial ownership of STR (or any corporate successor to the Company by way of conversion or such other corporation owned by the Company which effects the Initial Public Offering).
(ii) Upon any Class C Member’s termination for Good Reason or termination by the Company without Cause, the unvested Class C Units shall immediately be forfeitedvest in such additional installments as such Class C Units would have vested had the Class C Member been employed for an additional twelve (12) months.
(d) The Committee mayClass D Units granted pursuant to the Predecessor LLC Agreement shall vest, unless provided otherwise in the applicable Incentive Unit Grant Agreement for a Class D Member, in its sole discretionequal 1/5th installments following the five successive Fiscal Years, provide thatbeginning with the Fiscal Year ending on December 31, 2007 (for the 2007 Fiscal Year) if the Equity Valuation, measured as of the end of such Fiscal Year, is no less than the Performance Target for such Fiscal Year; provided, however, that all outstanding but unvested Class D Units for that year, all subsequent years and one Unvested Fiscal Year (as defined below), if one exists, shall vest in full upon the retirement occurrence of the Participant a Change of Control (as determined by the Committee other than an Initial Public Offering). “Unvested Fiscal Year” shall mean a year in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of which the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofTarget was not met for any given Fiscal Year.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (STR Holdings (New) LLC), Limited Liability Company Agreement (STR Holdings, Inc.)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided in Sections 2(c)Section 3, 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end term of the Performance PeriodOption shall commence on the Grant Date and shall expire on the tenth anniversary of the Grant Date.
(b) Except as otherwise provided by Sections 2(c)At any time, 2(d) or 3 hereof, if the employment portion of the Participant by Option that has become vested and exercisable as described in this Section 2 is hereinafter referred to as the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety“Vested Portion.”
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period [Performance-based (based on earnings per share growth generally exclusive of items of an unusual or infrequent nature) and/or time-based vesting criteria].
(d) For the achievement avoidance of doubt, the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall Employee must be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company Corporation or a Subsidiary on the first day date vesting occurs, which with respect to Sections 2(c)(A) and (B) will occur upon the later of (i) the Board’s determination that the applicable targets have been achieved and (ii) public disclosure by the Corporation of the Restriction Period, results of operations that are the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of basis for such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeiteddetermination.
(de) The Upon termination of the Employee’s employment by reason of death, retirement or Disability, the Option shall, to the extent not expired pursuant to Section 2(a) and not vested and exercisable at that time, become fully vested and exercisable.
(f) If the Employee ceases to be an employee of the Corporation or a Subsidiary for any reason, the Committee may, in its sole discretion, provide thataccelerate the vesting of the Option, or any portion thereof, which has not expired pursuant to Section 2(a) and would not otherwise be vested and exercisable on the date of such termination of employment.
(g) If the Employee’s Employment with the Corporation is terminated for any reason other than death, retirement or Disability, or the Committee does not otherwise exercise its discretion, pursuant to the Plan and Section 2(f) above, to accelerate the vesting of the Option in full upon the retirement Employee’s termination for any reason, the Option shall expire immediately without consideration to the extent not vested and exercisable on the date of any such termination and the Vested Portion of the Participant Option shall remain exercisable for the period set forth in Section 3(a) (as determined by and Section 3(b) in the Committee in its sole discretion), all or part case of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofLSAR).
Appears in 2 contracts
Samples: Stock Option Agreement (Bard C R Inc /Nj/), Stock Option Agreement (Bard C R Inc /Nj/)
Vesting. Except as may otherwise be provided by Section 25(a) The Participant shall become vested in the Restricted Stock Units, in installments, on the dates indicated in the following table:
(ab) Subject to compliance with Section 13In the event of the Participant’s Termination (x) by the Company without Cause (other than as a result of death or disability) or (y) by the Participant for Good Reason: (i) if such Termination occurs within the twelve (12) month period following a Change in Control (a “CIC Period”), then upon the date of such Termination the Participant shall become one hundred percent (100%) vested in the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule AUnits, and (ii) except as otherwise provided in Sections 2(c)if such termination occurs other than within a CIC Period, 2(d) or 3 hereof, if then upon the date of such Termination the Participant remains continuously shall become vested in the portion of the Restricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination.
(c) In the event of the Participant’s Termination (i) due to the Participant's death or (ii) by the Company or a Subsidiary until due to the end Participant's Disability, the Participant shall become vested in the portion of the Performance PeriodRestricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination.
(bd) Except as otherwise provided by Sections 2(c)in this Agreement, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of upon the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to Termination for any termination of the Participant’s employment with the Company or any Subsidiaryreason, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award in which the Participant has not become vested shall be payable under cancelled, and forfeited by the Participant, without consideration.
(e) Notwithstanding any provision of this RSU Award, subject Agreement to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of contrary, upon the Participant’s retirement. Any Termination by the Company for Cause, the Restricted Stock Units, including any portion of this RSU Award as to in which the vesting requirements of this Section 2 have been satisfied Participant had previously become vested, shall be payable in accordance with Section 5 hereofcancelled, and forfeited by the Participant, without consideration.
Appears in 2 contracts
Samples: Restricted Stock Unit Award Agreement (Nextier Oilfield Solutions Inc.), Restricted Stock Unit Award Agreement (Keane Group, Inc.)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only paragraph 2(d):
(i) except Each Executive's Class A Convertible Shares shall become vested in accordance with the following schedule, if, but only if, as of each such date such Executive is and has continued to be employed by or to serve as an officer or director for the Company and its Subsidiaries: December 31, 2005 33.3 % December 31, 2006 66.7 % December 31, 2007 100 % None of an Executive's Class A Convertible Shares shall become vested if such Executive ceases to be employed by, or to serve as an officer or director for, the Company or its Subsidiaries prior to December 31, 2005. If any Executive ceases to be employed by, or to serve as an officer or director for, the Company or its Subsidiaries on any date other than any Vesting Date set forth in this paragraph 2(c)(i) after December 31, 2005 but prior to December 31, 2007, the cumulative percentage of such Executive's Class A Cumulative Shares to become vested shall be determined on a pro rata basis according to the number of days elapsed since the immediately preceding Vesting Date. Notwithstanding the foregoing, upon the occurrence of a Sale of the Company or a Listing, all of an Executive's Class A Convertible Shares which have not previously vested shall become vested and shall convert to an equal number of Class D Convertible Shares upon the occurrence of such event; provided that no Class A Convertible Shares shall vest for any Executive (or Executive's transferees) upon the occurrence of a Sale of the Company or a Listing if the Executive holding such Class A Convertible Shares or from whom the Class A Convertible Shares were transferred is no longer employed by, or no longer serves as an officer or director for, the Company and its Subsidiaries as of the date of the occurrence of the Sale of the Company or a Listing.
(ii) 33.3% of the aggregate number of each Executive's Class B Convertible Shares issued to him pursuant to paragraph 2(a) will become vested on each Applicable Class B Valuation Date if, but only if, the IRR of the MDCP Co-Investors as of such Applicable Class B Valuation Date equals or exceeds 25%; provided that if the IRR of the MDCP Co-Investors as of such Applicable Class B Valuation Date is greater than 15%, but less than 25%, the percentage of the aggregate Class B Convertible Shares which will become vested as of such Applicable Class B Valuation Date shall be the percentage determined by multiplying 3.33 by the excess of (A) the IRR of the MDCP Co-Investors as of the Applicable Class B Valuation Date over (B) 15%. In the event that an Accelerated Valuation Date occurs prior to any Applicable Class B Valuation Date, 100% of the Class B Convertible Shares not previously vested pursuant to this paragraph 2(c)(ii) will become vested as of such Accelerated Valuation Date if, but only if, the IRR of the MDCP Co-Investors as of such Accelerated Valuation Date equals or exceeds 25%; provided that if the IRR of the MDCP Co-Investors as of the Accelerated Valuation Date is greater than 15%, but less than 25%, the percentage of Eligible Class B Convertible Shares which shall vest as of such Accelerated Valuation Date shall be the percentage determined by multiplying 10 by the excess of (A) the IRR of the MDCP Co-Investors as of the Accelerated Valuation Date over (B) 15%. Vesting with respect to the Class B Convertible Shares shall be cumulative such that if the IRR of the MDCP Co-Investors as of an Accelerated Valuation Date or any subsequent Applicable Class B Valuation Date is greater than any preceding Applicable Class B Valuation Date, the percentage of each Executive's entire holding of Class B Convertible Shares vested shall be recalculated to be equal to the percentage vested for such Accelerated Valuation Date or subsequent Applicable Class B Valuation Date (i.e., if the IRR of the MDCP Co-Investors as of a preceding Applicable Class B Valuation Date was 15% and the IRR of the MDCP Co-Investors as of a subsequent Applicable Class B Valuation Date is 20%, the aggregate percentage of Class B Convertible Shares vested (inclusive of Class B Convertible Shares already vested as of such preceding Applicable Class B Valuation Date) with respect to both Applicable Class B Valuation Dates shall be, effective as of the subsequent Applicable Class B Valuation Date, 50%). For the avoidance of doubt, in Section 3 hereofthe event that an Accelerated Valuation Date arises prior to any Applicable Class B Valuation Date, the determination of vesting with respect to all unvested Class B Convertible Shares otherwise eligible for vesting on any subsequent Applicable Class B Valuation Date shall be made solely as of such Accelerated Valuation Date and shall not be re-eligible for vesting as of such subsequent Applicable Class B Valuation Date. Notwithstanding anything else to the contrary set forth in this paragraph 2(c)(ii), no Class B Convertible Shares shall vest for any Executive (or Executive's transferees) as of any Applicable Class B Valuation Date or Accelerated Valuation Date if the Executive holding such Class B Convertible Shares or from whom the Class B Convertible Shares were transferred is no longer employed by, or no longer serves as an officer, or director for, the Company and its Subsidiaries as of such Applicable Class B Valuation Date or Accelerated Valuation Date.
(iii) 100% of each Executive's Class C Convertible Shares will become vested on the Class C Valuation Date if, but only if, the IRR of the MDCP Co-Investors as of the Class C Valuation Date is equal to or greater than 30%. In the event that an Accelerated Valuation Date occurs prior to the Class C Valuation Date, 100% of the Class C Convertible Shares will become vested as of such Accelerated Valuation Date if, but only if, the IRR of the MDCP Co-Investors as of such Accelerated Valuation Date is equal to or greater than 30%. For the avoidance of doubt, in the event that an Accelerated Valuation Date arises prior to the Class C Valuation Date, the determination of vesting with respect to all unvested Class C Convertible Shares otherwise eligible for vesting on the subsequent Class C Valuation Date shall be made solely as of such Accelerated Valuation Date and shall not be re-eligible for vesting as of such subsequent Class C Valuation Date. Notwithstanding anything else to the contrary set forth in this paragraph 2(c)(iii), no Class C Convertible Shares shall vest for any Executive (or Executive's transferees) as of the Class C Valuation Date or Accelerated Valuation Date if the Executive holding such Class C Convertible Shares or from whom the Class C Convertible Shares were transferred is no longer employed by, or no longer serves as an officer or director for, the Company and its Subsidiaries as of such Class C Valuation Date or Accelerated Valuation Date.
(iv) Notwithstanding the provisions of paragraphs (i), (ii) and (iii), as a condition to accelerated vesting of such Executive's Convertible Shares in connection with a Sale of the Company, such Executive shall, if requested by the purchaser of the Company and for no additional consideration therefor, agree to continued employment for up to 12 months following such Sale of the Company so long as such Executive's compensation package and job description immediately following such Sale of the Company is substantially similar with respect to remuneration (other than with respect to equity participation), scope of duties, responsibility and job location to such Executive's compensation package and job description immediately prior to such event.
(v) The IRR of the MDCP Co-Investors on any Applicable Valuation Date shall be determined with reference to the Total Value of the Company and its Subsidiaries as of such Applicable Valuation Date, which Total Value (including the components thereof) shall be determined, to the extent that possible, on the Performance Goals are satisfied as provided basis of the audited annual financial statements for the Company and its Subsidiaries for the period ended on such Applicable Valuation Date and otherwise in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed good faith by the Company or a Subsidiary until the end Company. The IRR of the Performance Period.
(b) Except MDCP Co-Investors as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award such Applicable Valuation Date shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, calculated (A) assuming that on such Applicable Valuation Date, the numerator of which shall be MDCP Co-Investors are receiving Cash Inflows for any Preferred Equity Securities equal to the number of days in stated value thereof plus accrued but unpaid dividends thereon and with respect to its Ordinary Shares is receiving Cash Inflows equal to the Restriction Period during which the Participant was continuously employed Total Value multiplied by the percentage of fully-diluted Ordinary Shares of the Company or a Subsidiary, held by the MDCP Co-Investors as of such Applicable Valuation Date and (B) with regard to all sales of equity securities prior to such Applicable Valuation Date by calculating all Cash Inflows received or receivable with respect to such equity securities sold prior to such Applicable Valuation Date. The IRR of the denominator MDCP Co-Investors on an Accelerated Valuation Date that arises as a result of which a Sale of the Company shall be (x) if determined on the Participant was employed basis of the aggregate Cash Inflows received or receivable by the Company or a Subsidiary on the first day MDCP Co-Investors in respect of all sales of equity securities of the Restriction Period, Company by the total number of days MDCP Co-Investors through and including such Accelerated Valuation Date (and in the Restriction Periodevent that the MDCP Co-Investors have not sold all of their equity securities as of such Accelerated Valuation Date, or (y) in all other cases, assuming that the total number of days within the Restriction Period MDCP Co-Investors would sell their remaining Preferred Equity Securities at an amount equal to the period stated value thereof plus accrued and unpaid dividends thereon and its remaining Ordinary Shares at the average price per share received or receivable by the MDCP Co-Investors in respect of time beginning their Ordinary Shares through such Accelerated Valuation Date). The IRR of the MDCP Co-Investors on an Accelerated Valuation Date that arises as a result of a Listing shall be determined assuming that the MDCP Co-Investors will receive Cash Inflows on such Accelerated Valuation Date with respect to all of their then-outstanding Ordinary Shares at the gross per share offering price for Ordinary Shares on the first day date that the Listing becomes effective (the "Offering Price") and will receive Cash Inflows in respect of all of their then-outstanding Preferred Equity Securities in an amount equal to the stated value thereof plus accrued and unpaid dividends (with it being understood that all Cash Outflows and Cash Inflows for the MDCP Co-Investors with respect to Ordinary Shares sold prior to the date of such continuous employment and ending on the last day Listing shall be disregarded in calculating IRR of the Restriction Period. The remaining portion MDCP Co-Investors on an Accelerated Valuation Date that arises as a result of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeiteda Listing).
(dvi) The Committee may, in its sole discretion, provide that, upon the retirement In determining IRR of the Participant MDCP Co-Investors for purposes of calculating vesting with respect to Class B Convertible Shares, as of any date of determination, all Class A Convertible Shares shall be assumed to have vested and been converted into Class D Convertible Shares, a number of Class B Convertible Shares that would be vested and convertible as a result of the IRR calculation as of the date of determination shall be assumed to have vested and been converted into Class D Convertible Shares, no Class C Convertible Shares shall be assumed to have vested and been converted into Class D Convertible Shares and all Class D Convertible Shares (including as determined by assumed issued as a result of this sentence) shall be assumed to have been converted into Ordinary Shares. In determining IRR of the Committee in its sole discretion)MDCP Co-Investors for purposes of calculating vesting with respect to the Class C Convertible Shares, as of any date of determination, all Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares shall be assumed to have vested and been converted into Class D Convertible Shares and all Class D Convertible Shares (including as assumed issued as a result of this sentence) shall be assumed to have been converted into Ordinary Shares.
(vii) In addition to the vesting otherwise herein described, all or part any portion of the Restricted Stock Units covered by this RSU Award shall Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares may be payable under this RSU Award, subject to vested in the satisfaction discretion of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofBoard exercised at any time.
Appears in 2 contracts
Samples: Management Equity Agreement (JSG Acquisitions I), Management Equity Agreement (JSG Acquisitions I)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the The Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Potomac Electric Power Co), Restricted Stock Unit Agreement (Pepco Holdings Inc)
Vesting. Except as may otherwise be provided by Section 2524, this RSU Award shall vest, as follows:
(a) Subject to compliance with Section 13On , 2017 (the Restricted Stock Units under “Vesting Date”), this RSU Award shall vest only (i) except as in full, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until beginning on the end Date of Grant and ending on the Performance Period.
(b) Vesting Date. Except as otherwise provided by Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction PeriodVesting Date, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the “Restriction Period.”
(cb) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the death or Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, a portion of the number of Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), covered by this Agreement multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(dc) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. vest. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of Restricted Stock Units associated with this RSU Award as to which the vesting requirements requirement of this Section 2 have has been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Potomac Electric Power Co), Restricted Stock Unit Agreement (Potomac Electric Power Co)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award The shares shall vest only as set forth in the Notice of Grant; provided that (i) except as provided in Section 3 hereof, to the extent that shares shall vest immediately upon the Performance Goals are satisfied as provided in Schedule Adeath or Disability of the Participant while employed by the Company or any Affiliate, and (ii) except in the event of the Participant’s Retirement then (A) any service-based vesting requirement shall be deemed fully satisfied if such Restricted Stock Award was made at least one full year prior to such termination of employment and (B) to the extent performance vesting goals are established in respect of the shares, any shares as otherwise provided in Sections 2(c)to which the restrictions on transferability shall not already have lapsed shall not be forfeited unless and until it shall have been determined by the Committee that any such performance vesting goals will not be attained. For the purposes of this Paragraph D, 2(d) “Disability” means a physical or 3 hereof, if mental condition that qualifies the Participant remains continuously employed Grantee for long-term disability benefits under a long-term disability plan maintained by the Company or a Subsidiary until an Affiliate employing the end Grantee. For the purposes of the Performance Period.
(b) Except as otherwise provided by Sections 2(c)this Paragraph D, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any “Retirement” means voluntary termination of the Participant’s employment with the Company or any Subsidiaryand all Affiliates after (i) attaining age 65, the number (ii) qualifying for Rule of Restricted Stock Units, if any, payable under this RSU Award shall equal the number 80 retirement (combined age and years of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)service totaling 80), multiplied by or (iii) attaining age 55 and completing 15 Years of Service. For purposes of this Paragraph D, “Years of Service” means a fraction, Participant’s complete 12-month periods of continuous employment (A) the numerator of which shall be the number of days excluding any periods in the Restriction Period during which the Participant was continuously employed incurs a break in service) with the Company and its Affiliates. A Participant’s Years of Service shall include employment by a predecessor employer whose stock or substantially all of whose assets are acquired by the Company or a SubsidiaryCompany, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee or its designee. Upon vesting, as described above in its sole discretion)this Paragraph D, all or part and within thirty (30) days thereafter, the shares shall be released (paid) to the Participant free of the Restricted Stock Units covered by restrictions described in this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofAgreement.
Appears in 2 contracts
Samples: Employee Restricted Stock Award Agreement (Aflac Inc), Employee Restricted Stock Award Agreement (Aflac Inc)
Vesting. Except as may otherwise (i) The Restricted Stock shall become vested and cease to be Restricted Stock, and accordingly, the restrictions contained in Sections 2, 3(a) and 3(b) shall no longer apply (but the Shares shall remain subject to Section 5) pursuant to the following schedule, which shall be cumulative; provided by Section 25that the Participant has not had a Termination at any time prior to the applicable vesting date:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date; provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodthat no Termination has occurred prior to such date.
(biii) Except as otherwise provided by Sections 2(c), 2(d) In the event of a Change in Control or 3 hereof, if in the employment event that the Participant ceases to be a member of the Participant by the Company or Board for any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be reasons: (x) if the Participant was employed by the Company or runs for re-election as a Subsidiary on the first day director at an Annual Meeting of the Restriction Period, the total number of days in the Restriction Period, Company’s stockholders and is not re-elected or (y) in all other cases, the total number of days within the Restriction Period equal Participant is willing to the period of time beginning on the first day of such continuous employment and ending on the last day stand for re-election at an Annual Meeting of the Restriction Period. The remaining portion of this RSU Award that does Company’s stockholders and is not vest in accordance with this Section 2(c) nominated by the Board to run for re-election, then all unvested Shares shall immediately be forfeitedvest upon the happening of any such events.
(div) The Committee mayWhen any Shares of Restricted Stock become vested, the Company shall promptly issue and deliver, unless the Company is using a book entry or similar method pursuant to Section 8, in its sole discretion, provide that, which case the Company shall upon the retirement Participant’s request promptly issue and deliver, to the Participant a new stock certificate registered in the name of the Participant for such Shares without the legend set forth in Section 4(a) hereof and deliver to the Participant such Shares and any related other RS Property (as determined all of which is included in the term Restricted Stock), in each case free of all liens, claims and other encumbrances (other than those created by the Committee in its sole discretionParticipant), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofapplicable withholding taxes.
Appears in 1 contract
Samples: Restricted Stock Agreement (Take Two Interactive Software Inc)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the The Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Pepco Holdings Inc)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject The RSUs to compliance with which the Participant is entitled under Section 131 hereof (after giving effect to any reductions contemplated by Appendix A hereto and provided that the applicable performance-based conditions set forth in Appendix A hereto have been satisfied), the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereofshall, subject to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections first sentence of Section 2(c), 2(d) or 3 hereofvest in incremental installments on the dates specified below (the “Vesting Dates”), if provided that the Participant remains is continuously employed by the Company or a Subsidiary until any of its Affiliates (as defined below) on each applicable Vesting Date: — % — % — % ____________ ___— % Any fractional RSUs resulting from the end strict application of the Performance Periodincremental percentages set forth above will be disregarded and the actual number of RSUs becoming vested on any specific Vesting Date will cover only the full number of RSUs determined by applying the relevant incremental percentage.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior Notwithstanding anything to the end contrary in Section 2(a) of this Agreement, and provided that the Restriction PeriodRSUs have not otherwise been terminated pursuant to Appendix A or otherwise, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant event that during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiaryone of its Affiliates:
(i) the Participant dies,
(ii) there occurs a Change in Control (as defined below), or
(iii) the Participant incurs a Disability (as defined below), (such 3 events are collectively referred to as “Acceleration Events”) all outstanding unvested RSUs shall, subject to Section 2(c) below, immediately vest as of the date of the applicable Acceleration Event. In the event an Acceleration Event occurs on or prior to , the (as defined in Appendix A) shall automatically be deemed to have been attained for purposes of this Agreement and in the event the Acceleration Event occurs after , the acceleration contemplated by the foregoing provisions of this Section 2(b) shall apply to the number of Restricted Stock UnitsRSUs, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during to which the Participant was continuously employed by would be entitled under Section 1 of this Agreement after the application of the provisions of Appendix A.
(c) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Sections 2(a) or 2(b) above is not a Business Day (as defined below), the vesting shall automatically be delayed until the first Business Day following that calendar date. On or as soon as reasonably practicable following the applicable Vesting Date, the Company or a Subsidiary, and (B) the denominator shall distribute one share of which shall be (x) if the Participant was employed by the Company or a Subsidiary Common Stock with respect to each RSU that vests on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Awarddate, subject to the satisfaction provisions of Section 3 below. Upon such delivery, all obligations of the Performance Goals as provided in Schedule A. Any Company with respect to each such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable deemed satisfied in accordance with Section 5 hereoffull.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Monster Worldwide Inc)
Vesting. Except as may otherwise 4.1 The Restricted Stock will be provided by Section 25:
(a) Subject subject to compliance with Section 13, the Forfeiture Restrictions unless and until the conditions set forth in Annex A are achieved and the Restricted Stock Units become vested. Subject to the terms and conditions of this Agreement, the proportion of the Target Number that is earned under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award Agreement shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest calculated in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee mayAnnex A, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion). In the event that no Restricted Stock vests pursuant to this Section 4 and the terms of Annex A, all or part the shares of Restricted Stock shall become null and void and shall be forfeited to the Company as of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction end of the Performance Goals Period.
4.2 Notwithstanding Section 4.1 of this Agreement, provided that (i) the Participant remains in the employ of or as provided in Schedule A. Any a service provider to the Company or its subsidiaries continuously from the Grant Date until immediately prior to the occurrence of any of the events listed below and (ii) the Participant holds Restricted Stock granted pursuant to this Agreement at such action time, then:
4.2.1 if a Change of Control occurs prior to the end of the Performance Period, then the portion of the Target Number that is earned under this Agreement shall be determined by the Committee must be made in writing immediately prior to the effective Change of Control and shall equal the greater of (x) the Target Number of Restricted Stock and (y) the portion of the Target Number that is earned under this Agreement based on actual performance, as determined in good faith by the Committee prior to a Change of Control by (i) shortening the Performance Period to end on the date of the Change of Control, (ii) adjusting the applicable conditions set forth in Annex A as appropriate based on the shortened Performance Period, and (iii) determining the level of achievement of such conditions set forth in Annex A based on such shortened Performance Period (such earned shares of Restricted Stock, the “CoC Performance Shares”);
4.2.2 in connection with a Change of Control, the CoC Performance Shares may be assumed or substituted pursuant to Section 8(f)(v)(x) of the Plan for a Replacement Award (as defined below); provided that the Replacement Award shall vest solely based on the Participant’s continued employment or service through the last day of the original Performance Period; provided further, that if a Replacement Award is issued hereby and following such Change of Control, the equity securities underlying the Replacement Award cease to be publicly traded on an established securities market, all such Replacement Awards shall vest in full immediately prior to such equity securities ceasing to be publicly traded on an established securities market;
4.2.3 if the CoC Performance Shares are not assumed or substituted in connection with a Change of Control with a Replacement Award, all CoC Performance Shares shall automatically vest in full upon a Change of Control such that the Participant may participate as a stockholder of the Company in such Change of Control, or, if determined by the Committee in its sole discretion, the value of such CoC Performance Shares may be paid to the Participant in cash (if such payment is intended to comply with Section 409A of the Code) or otherwise in a manner and at the earliest time that is intended to be compliant with Section 409A of the Code;
4.2.4 all shares of Replacement Awards shall automatically vest in full upon a termination of the Participant’s retirement. Any employment or service by the Company without Cause, by the Participant for Good Reason or upon a Company Notice of Non-Renewal (each as defined in the Employment Agreement);
4.2.5 the Participant shall be entitled to the CoC Performance Shares if the Participant’s employment or service is terminated by the Company without Cause, by the Participant for Good Reason or upon a Company Notice of Non-Renewal and such Date of Termination occurs either (a) within 90 days prior to the date a definitive agreement is executed which results in a Change of Control within 180 days after the date such definitive agreement is executed or (b) on or within 180 days after the date a definitive agreement is executed which results in a Change of Control within 180 days after the date such definitive agreement is executed, and the value of such CoC Performance Shares may be paid to the Participant in cash (if such payment is intended to comply with Section 409A of the Code) or otherwise in a manner and at the earliest time that is intended to be compliant with Section 409A of the Code;
4.2.6 if the Participant’s employment or service is terminated by reason of death or Disability (as defined in the Employment Agreement) prior to a Change of Control, at the end of the Performance Period (or the date of the consummation of a Change of Control, if earlier, where there is no Replacement Award), the Participant shall vest in a pro-rata portion of this RSU Award the Target Number of Restricted Stock based on actual performance, as determined in good faith by the Committee at the end of the Performance Period (or the date of the consummation of a Change of Control, if earlier) based on the level of achievement of the applicable conditions set forth in Annex A for the Performance Period, as adjusted pursuant to which the vesting requirements Section 4.2.1 of this Section 2 Agreement, with such pro-rata portion calculated by multiplying the Target Number that is earned under this Agreement, if any, by a fraction, the numerator of which is the number of days that have been satisfied elapsed from the beginning of the Performance Period through the Participant’s Date of Termination and the denominator of which shall be payable the total number of days in accordance the Performance Period (or, if a Change of Control occurs prior to the end of the Performance Period and there is no Replacement Award, the total number of days from the beginning of the Performance Period through the date of the Change of Control); provided, that if there is earlier vesting upon a Change in Control where there is no Replacement Award, the value of the vested Restricted Stock may be paid to the Participant in cash (if such payment is intended to comply with Section 5 hereof409A of the Code) or otherwise in a manner and at the earliest time that is intended to be compliant with Section 409A of the Code;
4.2.7 a pro-rata portion of the Replacement Awards shall vest upon the Participant’s Date of Termination by reason of death or Disability at the end of the Performance Period (or, if earlier, upon a subsequent Change in Control if such vesting complies with Section 409A of the Code), with such pro-rata portion calculated by multiplying the number of Replacement Awards by a fraction, the numerator of which is the number of days that have elapsed from the beginning of the Performance Period through the Participant’s Date of Termination and the denominator of which shall be the total number of days in the Performance Period; and/or
4.2.8 if the Participant’s employment or service is terminated by the Company without Cause, by the Participant for Good Reason or upon a Company Notice of Non-Renewal, in each case, provided that a Change of Control has not occurred prior to such termination of employment or service, the Participant shall vest at the end of the Performance Period (or the date of a Change of Control, if earlier, where there is no Replacement Award) in a pro-rata portion of the Target Number of Restricted Stock, with such pro-rata portion calculated by multiplying (x) the Target Number that is earned under this Agreement, if any, based on actual performance, determined at the end of the Performance Period (or the date of the Change of Control, if earlier) by the Committee in good faith based on the level of achievement of the applicable conditions set forth in Annex A for the Performance Period, as adjusted pursuant to Section 4.2.1 of this Agreement, by (y) a fraction, the numerator of which is the number of days that have elapsed from the beginning of the Performance Period through the Participant’s Date of Termination and the denominator of which shall be the total number of days in the Performance Period (or, if a Change of Control occurs prior to the end of the Performance Period and there is no Replacement Award, the total number of days from the beginning of the Performance Period through the date of the Change of Control); provided, that if there is earlier vesting upon a Change in Control where there is no Replacement Award, the value of the vested Restricted Stock may be paid to the Participant in cash (if such payment is intended to comply with Section 409A of the Code) or otherwise in a manner and at the earliest time that is intended to be compliant with Section 409A of the Code. The occurrence of any of the events listed in this Section 4.2 shall be determined by the Committee in its sole and absolute discretion.
Appears in 1 contract
Vesting. Except This RSU Award shall vest, as may otherwise be provided by Section 25follows:
(a) Subject to compliance with Section 13On the ____ anniversary of the Date of Grant (the “Vesting Date”), the Restricted Stock Units under this RSU Award shall vest only (i) except as in full, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until beginning on the end Date of Grant and ending on the Performance Period.
(b) Vesting Date. Except as otherwise provided by Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction PeriodVesting Date, this RSU Award shall be immediately forfeited in its entirety. The ___-year vesting period described in this Section 2(a) shall be referred to herein as the “Restriction Period.”
(cb) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the death or Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, a portion of the number of Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), covered by this Agreement multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(dc) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. vest. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of Restricted Stock Units associated with this RSU Award as to which the vesting requirements requirement of this Section 2 have has been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Pepco Holdings Inc)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance The Award will vest, if at all, in accordance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, attached hereto and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or made a Subsidiary until the end part of the Performance Periodthis Agreement.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if In the employment event of the Participant by termination of Employee's employment with the Company Corporation (or any a Subsidiary terminates or Affiliate thereof) prior to the end of three year measurement period set forth in Schedule A (the Restriction "Measurement Period") due to the Employee's death, this RSU Disability, Retirement or termination not for Cause (each an "Early Termination") the Award will vest, if at all, on a prorata basis and will be paid to the Employee (or, in the event of the Employee's death, the Employee's designated beneficiary for purposes of the Award, or in the absence of an effective beneficiary designation, the Employee's estate) as soon as practicable after the end of the Measurement Period. The prorata share will be a percentage where the denominator is 36 and the numerator is the number of months from January 1, 2002 through the month of the Early Termination, inclusive.
(c) In the event of the termination of Employee's employment with the Corporation (or any Subsidiary or Affiliate thereof) for Cause, or if the Employee terminates his/her employment with the Corporation (or any Subsidiary or Affiliate thereof) prior to the distribution of any Award hereunder, the Award shall be immediately forfeited in its entirety.
(cd) Upon (i) In the Termination event of a Change in Control or Potential Change in Control of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any SubsidiaryCorporation, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedthe 1998 Plan, or its successor.
(de) The Committee mayIf prior to the distribution of any Award hereunder, in its sole discretionthe Employee becomes an employee of a Subsidiary that is not wholly owned, provide thatdirectly or indirectly, upon the retirement of the Participant (as determined by the Committee in its sole discretion)Corporation, all or part of then the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided forfeited in Schedule A. Any such action by the Committee must be made in writing its entirety.
(f) If prior to the effective date distribution of any Award hereunder, the Participant’s retirement. Any portion Employee takes a leave of this RSU absence without reinstatement rights, and unless otherwise agreed in writing between the Corporation and the Employee, then the Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable forfeited in accordance with Section 5 hereofits entirety.
Appears in 1 contract
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only paragraph 2(d):
(i) except Each Executive's Class A Convertible Shares shall become vested in accordance with the following schedule, if, but only if, as of each such date such Executive is and has continued to be employed by or to serve as an officer or director for the Company and its Subsidiaries: December 31, 2005 33.3 % December 31, 2006 66.7 % December 31, 2007 100 % None of an Executive's Class A Convertible Shares shall become vested if such Executive ceases to be employed by, or to serve as an officer or director for, the Company or its Subsidiaries prior to December 31, 2005. If any Executive ceases to be employed by, or to serve as an officer or director for, the Company or its Subsidiaries on any date other than any Vesting Date set forth in this paragraph 2(c)(i) after December 31, 2005 but prior to December 31, 2007, the cumulative percentage of such Executive's Class A Cumulative Shares to become vested shall be determined on a pro rata basis according to the number of days elapsed since the immediately preceding Vesting Date. Notwithstanding the foregoing, upon the occurrence of a Sale of the Company or a Listing, all of an Executive's Class A Convertible Shares which have not previously vested shall become vested and shall convert to an equal number of Class D Convertible Shares upon the occurrence of such event; provided that no Class A Convertible Shares shall vest for any Executive (or Executive's transferees) upon the occurrence of a Sale of the Company or a Listing if the Executive holding such Class A Convertible Shares is no longer employed by, or no longer serves as an officer or director for, the Company and its Subsidiaries as of the date of the occurrence of the Sale of the Company or a Listing.
(ii) 33.3% of the aggregate number of each Executive's Class B Convertible Shares issued to him pursuant to paragraph 2(a) will become vested on each Applicable Class B Valuation Date if, but only if, the IRR of the Majority Investor as of such Applicable Class B Valuation Date equals or exceeds 25%; provided that if the IRR of the Majority Investor as of the Applicable Class B Valuation Date is greater than 15%, but less than 25%, the percentage of the aggregate Class B Convertible Shares which will become vested as of such Applicable Class B Valuation Date shall be the percentage determined by multiplying 3.33 by the excess of (A) the IRR of the Majority Investor as of the Applicable Class B Valuation Date over (B) 15%. In the event that an Accelerated Valuation Date occurs prior to any Applicable Class B Valuation Date, 100% of the Class B Convertible Shares not previously vested pursuant to this paragraph 2(c)(ii) will become vested as of such Accelerated Valuation Date if, but only if, the IRR of the Majority Investor as of such Accelerated Valuation Date equals or exceeds 25%; provided that if the IRR of the Majority Investor as of the Accelerated Valuation Date is greater than 15%, but less than 25%, the percentage of Eligible Class B Convertible Shares which shall vest as of such Accelerated Valuation Date shall be the percentage determined by multiplying 10 by the excess of (A) the IRR of the Majority Investor as of the Accelerated Valuation Date over (B) 15%. Vesting with respect to the Class B Convertible Shares shall be cumulative such that if the IRR of the Majority Investor as of an Accelerated Valuation Date or any subsequent Applicable Class B Valuation Date is greater than any preceding Applicable Class B Valuation Date, the percentage of each Executive's entire holding of Class B Convertible Shares vested shall be recalculated to be equal to the percentage vested for such Accelerated Valuation Date or subsequent Applicable Class B Valuation Date (i.e., if the IRR of the Majority Investor as of a preceding Applicable Class B Valuation Date was 15% and the IRR of the Majority Investor as of a subsequent Applicable Class B Valuation Date is 20%, the aggregate percentage of Class B Convertible Shares vested (inclusive of Class B Convertible Shares already vested as of such preceding Applicable Class B Valuation Date) with respect to both Applicable Class B Valuation Dates shall be, effective as of the subsequent Applicable Class B Valuation Date, 50%). For the avoidance of doubt, in Section 3 hereofthe event that an Accelerated Valuation Date arises prior to any Applicable Class B Valuation Date, the determination of vesting with respect to all unvested Class B Convertible Shares otherwise eligible for vesting on any subsequent Applicable Class B Valuation Date shall be made solely as of such Accelerated Valuation Date and shall not be re-eligible for vesting as of such subsequent Applicable Class B Valuation Date. Notwithstanding anything else to the contrary set forth in this paragraph 2(c)(ii), no Class B Convertible Shares shall vest for any Executive (or Executive's transferees) as of any Applicable Class B Valuation Date or Accelerated Valuation Date if the Executive holding such Class B Convertible Shares is no longer employed by, or no longer serves as an officer, or director for, the Company and its Subsidiaries as of such Applicable Class B Valuation Date or Accelerated Valuation Date.
(iii) 100% of each Executive's Class C Convertible Shares will become vested on the Class C Valuation Date if, but only if, the IRR of the Majority Investor as of the Class C Valuation Date is equal to or greater than 30%. In the event that an Accelerated Valuation Date occurs prior to the Class C Valuation Date, 100% of the Class C Convertible Shares will become vested as of such Accelerated Valuation Date if, but only if, the IRR of the Majority Investor as of such Accelerated Valuation Date is equal to or greater than 30%. For the avoidance of doubt, in the event that an Accelerated Valuation Date arises prior to the Class C Valuation Date, the determination of vesting with respect to all unvested Class C Convertible Shares otherwise eligible for vesting on the subsequent Class C Valuation Date shall be made solely as of such Accelerated Valuation Date and shall not be re-eligible for vesting as of such subsequent Class C Valuation Date. Notwithstanding anything else to the contrary set forth in this paragraph 2(c)(iii), no Class C Convertible Shares shall vest for any Executive (or Executive's transferees) as of the Class C Valuation Date or Accelerated Valuation Date if the Executive holding such Class C Convertible Shares is no longer employed by, or no longer serves as an officer or director for, the Company and its Subsidiaries as of such Class C Valuation Date or Accelerated Valuation Date.
(iv) Notwithstanding the provisions of paragraphs (i), (ii) and (iii), as a condition to accelerated vesting of such Executive's Convertible Shares in connection with a Sale of the Company, such Executive shall, if requested by the purchaser of the Company and for no additional consideration therefor, agree to continued employment for up to 12 months following such Sale of the Company so long as such Executive's compensation package and job description immediately following such Sale of the Company is substantially similar with respect to remuneration (other than with respect to equity participation), scope of duties, responsibility and job location to such Executive's compensation package and job description immediately prior to such event.
(v) The IRR of the Majority Investor on any Applicable Valuation Date shall be determined with reference to the Total Value of the Company and its Subsidiaries as of such Applicable Valuation Date, which Total Value (including the components thereof) shall be determined, to the extent that possible, on the Performance Goals are satisfied as provided basis of the audited annual financial statements for the Company and its Subsidiaries for the period ended on such Applicable Valuation Date and otherwise in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed good faith by the Company or a Subsidiary until the end Company. The IRR of the Performance Period.
(b) Except Majority Investor as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award such Applicable Valuation Date shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, calculated (A) assuming that on such Applicable Valuation Date, the numerator of which shall be Majority Investor is receiving Cash Inflows for any Preferred Equity Securities equal to the number of days in stated value thereof plus accrued but unpaid dividends thereon and with respect to its Ordinary Shares is receiving Cash Inflows equal to the Restriction Period during which the Participant was continuously employed Total Value multiplied by the percentage of fully-diluted Ordinary Shares of the Company or a Subsidiary, held by the Majority Investor as of such Applicable Valuation Date and (B) with regard to all sales of equity securities prior to such Applicable Valuation Date by calculating all Cash Inflows received or receivable with respect to such equity securities sold prior to such Applicable Valuation Date. The IRR of the denominator Majority Investor on an Accelerated Valuation Date that arises as a result of which a Sale of the Company shall be (x) if determined on the Participant was employed basis of the aggregate Cash Inflows received or receivable by the Company or a Subsidiary on the first day Majority Investor in respect of all sales of equity securities of the Restriction Period, Company by the total number of days Majority Investor through and including such Accelerated Valuation Date (and in the Restriction Periodevent that the Majority Investor has not sold all of its equity securities as of such Accelerated Valuation Date, or (y) in all other cases, assuming that the total number of days within the Restriction Period Majority Investor would sell its remaining Preferred Equity Securities at an amount equal to the period stated value thereof plus accrued and unpaid dividends thereon and its remaining Ordinary Shares at the average price per share received or receivable by the Majority Investor in respect of time beginning its Ordinary Shares through such Accelerated Valuation Date). The IRR of the Majority Investor on an Accelerated Valuation Date that arises as a result of a Listing shall be determined assuming that the Majority Investor will receive Cash Inflows on such Accelerated Valuation Date with respect to all of its then-outstanding Ordinary Shares at the gross per share offering price for Ordinary Shares on the first day date that the Listing becomes effective (the "Offering Price") and will receive Cash Inflows in respect of all of its then-outstanding Preferred Equity Securities in an amount equal to the stated value thereof plus accrued and unpaid dividends (with it being understood that all Cash Outflows and Cash Inflows for the Majority Investor with respect to Ordinary Shares sold prior to the date of such continuous employment and ending on the last day Listing shall be disregarded in calculating IRR of the Restriction Period. The remaining portion Majority Investor on an Accelerated Valuation Date that arises as a result of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeiteda Listing).
(dvi) The Committee may, in its sole discretion, provide that, upon the retirement In determining IRR of the Participant Majority Investor for purposes of calculating vesting with respect to Class B Convertible Shares, as of any date of determination, all Class A Convertible Shares shall be assumed to have vested and been converted into Class D Convertible Shares, a number of Class B Convertible Shares that would be vested and convertible as a result of the IRR calculation as of the date of determination shall be assumed to have vested and been converted into Class D Convertible Shares, no Class C Convertible Shares shall be assumed to have vested and been converted into Class D Convertible Shares and all Class D Convertible Shares (including as determined by assumed issued as a result of this sentence) shall be assumed to have been converted into Ordinary Shares. In determining IRR of the Committee in its sole discretion)Majority Investor for purposes of calculating vesting with respect to the Class C Convertible Shares, as of any date of determination, all Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Share shall be assumed to have vested and been converted into Class D Convertible Shares and all Class D Convertible Shares (including as assumed issued as a result of this sentence) shall be assumed to have been converted into Ordinary Shares.
(vii) In addition to the vesting otherwise herein described, all or part any portion of the Restricted Stock Units covered by this RSU Award shall Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares may be payable under this RSU Award, subject to vested in the satisfaction discretion of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofBoard exercised at any time.
Appears in 1 contract
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed Participant’s continued employment by the Company or a Subsidiary until any of its Affiliates through December 31, [Year 3], (the end of “Specified Date”), the Performance PeriodBanked Units shall vest on the Specified Date.
(b) Except as otherwise provided In the event the Participant’s employment terminates by Sections 2(c)reason of (i) Disability, 2(d(ii) death, (iii) Non-Approved Retirement, or 3 hereof, if the employment of the Participant (iv) by the Company or any Subsidiary terminates prior without Cause other than within two years following a Change in Control, then such Participant’s previously Banked Units and those Banked Units determined in accordance with Section 2(g) will remain outstanding and will vest and be delivered to the end Participant, at the same time as delivery would have been made had the Participant not had a cessation of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyemployment.
(c) Upon (i) In the Termination event the Participant’s cessation of employment occurs by reason of Approved Retirement, then all of the Participant’s previously Banked Units and those Banked Units determined in accordance with Section 2(h) will remain outstanding and will vest and be delivered to the Participant, at the same time as delivery would have been made had the Participant not had a cessation of employment.
(d) If prior to the date the Units otherwise vest and within two years following a Change in Control the Participant’s employment is terminated either by the Company without CauseCause or by the Participant due to a resignation with Good Reason (as defined in Section 20), or (ii) the Disability or death any of the Participant during Participant’s then outstanding previously Banked Units and the Restriction Period and Target Units subject to Measurement Periods that have not concluded prior to any such termination, will vest immediately prior to such event and will be delivered to the Participant at the same time as delivery would have been made had the Participant not had a cessation of employment. For avoidance of doubt, this section will not apply if the Participant has satisfied the conditions for Approved or Non- Approved Retirement as of the date of his or her termination (in that case, Section 3(b)(iii) or 3(c) will apply, as applicable).
(e) Upon a cessation of the Participant’s employment with the Company or any Subsidiaryof its Affiliates, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units any Target Unit or Banked Unit that otherwise would be paid, if any, following the Restriction Period (based has not become vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of such cessation and any Unit that does not specifically remain outstanding pursuant to Section 3(b), 3(c) or 3(d) will then be forfeited immediately and automatically and the Participant’s retirementParticipant will have no further rights with respect thereto. Any portion -4-
(f) The application of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.Sections 3(b)(iii), 3(b)(iv), 3(c), and 3
Appears in 1 contract
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units The RSUs issued under this RSU Award Agreement shall vest only initially be 100% unvested and subject to forfeiture as set forth below.
(i) except Except as provided set forth in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c1(d), 2(d) or 3 hereof, if the Participant remains continuously Recipient ceases to be employed by the Company for any reason or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates for no reason prior to the end of the Restriction PeriodPerformance Period (as defined below), this RSU Award the unvested RSUs shall be immediately forfeited in its entiretyto the Company.
(cii) Upon (i) To the Termination extent that any of the Participant’s employment without Cause, or (iiRSUs do not vest in accordance with Section 1(b)(iii) the Disability or death upon achievement to any extent of the Participant during Performance Goal (as defined below) and except as provided in Section 1(d), the Restriction Period and prior unvested RSUs shall be forfeited to the Company. The extent to which the Performance Goal is achieved, if at all, shall be determined no later than the date that the Company’s fiscal year 2007 audit is completed. Nothing contained in this Agreement shall confer upon Recipient any termination of the Participant’s employment with right to be employed by the Company or to continue to provide services to the Company or to interfere in any Subsidiaryway with the right of the Company to terminate Recipient’s services at any time for any reason, the number of Restricted Stock Units, if any, payable under this RSU Award with or without cause.
(iii) The “Performance Goal” shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on (A) the average earnings/(loss) per share of the Company for the three-year period comprised of fiscal 2005, 2006 and 2007 (the “Performance Period”) as compared to the average earnings/(loss) per share of the Company for the three-year period comprised of fiscal 2002, 2003 and 2004 relative to (B) the average earnings/(loss) per share for each member of the peer group companies set forth on Exhibit A for the three-year period comprised of the three most recent fiscal years for which annual earnings information is available prior to the date of the completion of the Company’s fiscal 2007 audit (the “Comparable Period”) as compared to the average earnings/(loss) per share for such company for the three-year period comprised of the three fiscal years preceding the Comparable Period. All information with respect to members of the peer group will be based upon publicly available information. The RSUs shall vest as follows: >90th 200 % 75th 150 % 50th 100 % 25th 50 % <25th 0 % RSUs will vest proportionately between 0% and 200% for Company rankings between the 25th and 90th percentiles. The Compensation Committee of the Board of Directors may, in its discretion, permit the vesting of any or all of the RSUs subject to this Agreement for a Company ranking below the 25th percentile. Those RSUs vesting pursuant to this Section 1(b)(iii) shall vest immediately upon the determination of the extent of the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedGoal.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 1 contract
Samples: Performance Based Restricted Stock Units Award Agreement (Electro Scientific Industries Inc)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to this RSU Award shall vest, as follows:
(a) On , 2018 (the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c“Vesting Date”), 2(d) or 3 hereofthis RSU Award shall vest in full, if provided that the Participant remains continuously employed by the Company or a Subsidiary until beginning on the end Date of Grant and ending on the Performance Period.
(b) Vesting Date. Except as otherwise provided by Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction PeriodVesting Date, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the “Restriction Period.”
(cb) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the death or Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, a portion of the number of Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), covered by this Agreement multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(dc) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. vest. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of Restricted Stock Units associated with this RSU Award as to which the vesting requirements requirement of this Section 2 have has been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Potomac Electric Power Co)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted The Stock Units, if any, payable under this RSU Award credited to your Account in accordance with Section 1 above shall equal be subject to the number following vesting schedule:
(i) One-third of Restricted the Stock Units that otherwise would be paid, if any, following the Restriction Period (based shall vest on the achievement each of the Performance Goals following dates (subject to such rounding conventions as determined under Section 1(b)), multiplied may be implemented from time to time by a fraction, Teradata’s third party Plan administrator): (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a SubsidiaryCrediting Date, and (B) the first anniversary of the Crediting Date, and (C) the second anniversary of the Crediting Date (each a “Vesting Date”), provided that you are continuously employed by Teradata until the applicable Vesting Date.
(ii) If you cease to be employed by Teradata due to (A) your death, or (B) your Disability (defined by reference to Teradata’s long-term disability plan that covers you), in either case after the end of the Performance Period but prior to a Vesting Date, then the Stock Units shall become fully vested upon such termination.
(iii) If you cease to be employed by Teradata prior to a Change in Control (as defined in the Plan) due to (A) your Retirement (defined as termination by you of your employment with Teradata at or after age 55 with the consent of the Committee); or (B) a reduction-in-force, in either case after the end of the Performance Period but prior to a Vesting Date, then a portion of the Stock Units credited to your Account that have not yet vested shall become fully vested upon such termination, determined by multiplying (I) the number of unvested Stock Units credited to your Account on the date of termination that would have vested on the next Vesting Date had you remained employed with Teradata through such date, by (II) a fraction, the numerator of which is the number of full and partial months of employment you completed commencing with the Vesting Date that occurred immediately prior to your termination, and the denominator of which is 12 months (with the resulting product rounded to the nearest whole number); provided that if your termination occurs during the period commencing immediately after the end of the Performance Period but prior to the Crediting Date, the fraction described above shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal deemed to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Periodbe 12/12. The remaining portion number of this RSU Award that does Stock Units shall be forfeited without further action or notice.
(iv) If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Stock Units are not assumed, converted or replaced by the continuing entity, then the Stock Units shall vest upon the Change in Control.
(v) If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Stock Units are assumed, converted or replaced by the continuing entity, then the Stock Units shall continue to vest in accordance with this Section 2(c2(a)(i); provided, however, that if you cease to be employed by Teradata due to (A) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement termination of the Participant your employment by Teradata without Cause (as determined by such term is defined in the Committee in its sole discretionPlan), all (B) termination of your employment with Teradata on account of death, Disability, Retirement, or part a reduction-in-force, or (C) if you are a participant in the Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement that defines “Good Reason” in the context of a resignation following a Change in Control (a “CIC Plan”), termination of your employment with Teradata for “Good Reason” as defined in the Restricted CIC Plan within the two-year period commencing on the Change in Control, then the Stock Units covered by this RSU Award credited to your Account that have not yet vested shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided vest in Schedule A. Any full upon such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereoftermination.
Appears in 1 contract
Samples: Performance Based Restricted Stock Unit Agreement (Teradata Corp /De/)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the The Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant Participant, during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Pepco Holdings Inc)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject The Participant's right to compliance with Section 13the Performance Shares shall vest on the first to occur (the date of the first to occur, the Restricted Stock Units under this RSU Award shall vest only "Vesting Date") of (i) except as provided in Section 3 hereofDecember 31, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof2006, if the Participant remains continuously employed by the Company or any of its Affiliates on such day, (ii) a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofChange in Control, if the employment of the Participant remains employed by the Company and its Affiliates on the date of such Change in Control or any Subsidiary (iii) a termination of the Participant's employment with the Company and its Affiliates during the Performance Period due to the Participant's death or Disability (as defined in the Employment Agreement dated November 3, 2003 between the Company and the Participant, as it may be amended from time to time (the "Employment Agreement")); provided, however, that in the event that (x) the Participant's employment with the Company and its Affiliates terminates on the date of or subsequent to a Change of Control but prior to the end of the Restriction PeriodPerformance Period or (y) the Participant's employment with the Company and its Affiliates terminates during the Performance Period due to the Participant's death or Disability, this RSU Award the Participant's vesting shall be immediately forfeited in the right to receive a prorated award of Performance Shares in accordance with Section 4(c).
(b) If the Participant's employment with the Company and its Affiliates terminates prior to the occurrence of a Vesting Date, the Participant shall have no right to any Performance Shares (unless the Committee, in its entiretysole discretion, decides to award the Participant a pro rata or other portion of Performance Shares).
(c) Upon If (i) the Termination Participant's employment with the Company and its Affiliates terminates on the date of or subsequent to a Change in Control but prior to the end of the Participant’s employment without Cause, Performance Period or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s 's employment with the Company and its Affiliates terminates during the Performance Period due to the Participant's death or any SubsidiaryDisability, the Participant shall receive, at the time set forth in Section 5, a number of Performance Shares equal to the product of (x) the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period Performance Shares earned times (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by y) a fraction, (A) the numerator of which shall be is the number of days in the Restriction Performance Period during which that elapsed through the Participant was continuously employed by date of the Participant's termination of employment with the Company or a Subsidiaryand its Affiliates, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedis 1096.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 1 contract
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (ito the extent that the Performance Goals described in Section 1(b) are satisfied, except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied and, except as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.. Subject to all of the foregoing:
(ba) Except as otherwise provided by Sections 2(c2(b), 2(d2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(cb) Upon (i) the Termination of the Participant’s employment without CauseRetirement, or (ii) the Disability or death of the Participant, or upon the Early Retirement of the Participant at the Company’s request, in each case, during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c2(b) shall immediately be forfeited.
(dc) The Committee may, in its sole discretion, provide that, upon Upon the retirement Early Retirement of the Participant (as determined at the Participant’s request, the RSU Award shall immediately be forfeited, unless otherwise provided by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirementthereto. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Pepco Holdings Inc)
Vesting. (a) Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13herein, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, one-third of the RSUs (rounded down to the extent that nearest whole Share) shall become vested on the Performance Goals are satisfied as provided in Schedule Afirst anniversary of the Grant Date, and (ii) except as otherwise provided one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become vested on the third anniversary of the Grant Date, in Sections 2(cthe case of each of clauses (i), 2(d(ii) or 3 hereofand (iii), if subject to Participant not having incurred a Termination of Employment prior to the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodapplicable vesting date.
(b) Except as otherwise provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment, any unvested RSUs shall be forfeited by Sections 2(c), 2(d) or 3 hereofParticipant without consideration therefor. Notwithstanding the foregoing, if the employment Participant incurs a Termination of the Participant Employment (i) as a result of termination by the Company or any Subsidiary terminates prior its Affiliate without Cause, subject to the end Participant having served an employee of the Restriction Period, this RSU Award shall be immediately forfeited in Company or its entirety.
(c) Upon (i) the Termination of the Participant’s employment without CauseAffiliate for at least one year, or (ii) due to Participant’s death or Disability, any unvested RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the Disability or death next vesting date shall vest pro-rata as of the Participant during the Restriction Period and prior to any termination date of the Participant’s employment Termination of Employment, with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal RSUs vesting to be determined by multiplying the number of Restricted Stock Units unvested RSUs that otherwise would be paid, if any, following the Restriction Period (based have vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied next vesting date by a fraction, (A) the numerator of which shall be is the number of days in between the Restriction Period during which prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the Participant was continuously employed by the Company or a Subsidiary, date of Participant’s Termination of Employment and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedis 365.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (NMI Holdings, Inc.)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except Except as provided in Section 3 hereof, to 14 of the extent that the Performance Goals are satisfied as provided Plan or in Schedule A, and (iiSection 2(b) except as otherwise provided in Sections or Section 2(c), 2(dEligible Employee's vested percentage for purposes of Section 3 shall be as follows:
(1) or 3 hereofzero, if the Participant remains continuously employed Eligible Employee's employment by the Company or a Subsidiary until the end subsidiary of the Performance PeriodCompany terminates before the first anniversary of the Option Grant Date;
(2) thirty three and 1/3 percent (33-1/3%) if Eligible Employee remains an employee of the Company or a subsidiary on the first anniversary of the Option Grant Date;
(3) sixty six and 2/3 percent (66-2/3%) if Eligible Employee remains an employee of the Company or a subsidiary on the second anniversary of the Option Grant Date; and
(4) one hundred percent (100%) if Eligible Employee remains an employee of the Company or a subsidiary on the third anniversary of the Option Grant Date.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, Eligible Employee's vested percentage shall be 100% no later than the first day after the Option Grant Date which follows a 20 consecutive trading day period in which the average Fair Market Value of a share of Stock has been at least $25 a share if the employment Eligible Employee remains an employee of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretya subsidiary on such day.
(c1) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s If Eligible Employee's employment with the Company or any Subsidiarysubsidiary of the Company terminates for any reason other than death or disability (within the meaning of Section 22(e)(3) of the Code) before this Option is fully vested, the number any portion of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based Option which is not vested on the achievement date of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator such termination of which Eligible Employee's employment shall be automatically forfeited as of his employer termination date.
(2) In the number event of days in the Restriction Period during which the Participant was continuously employed by termination of Eligible Employee's employment with the Company or a Subsidiary, and (B) the denominator any subsidiary of which shall be (x) if the Participant was employed by the Company for any reason other than death or a Subsidiary on disability (within the first day meaning of Section 22(e)(3) of the Restriction PeriodCode), the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining after any portion of this RSU Award that does not vest Option is vested as set forth in this Section 2, this Option shall be exercisable to the extent vested in accordance with this the limitations set forth in Section 2(c) shall immediately be forfeited4.
(d3) The Committee may, in its sole discretion, provide that, upon In the retirement event of termination of employment as a result of the Participant death or disability (as determined by within the Committee in its sole discretion), all or part meaning of Section 22(e)(3) of the Restricted Stock Units covered by Code) of Eligible Employee, this RSU Award Option shall be payable under and become 100% exercisable without regard to the vesting schedule set forth in this RSU Award, Section 2 and the personal representative of Eligible Employee's estate shall be entitled to exercise this Option subject to the satisfaction of the Performance Goals as provided limitations set forth in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof4.
Appears in 1 contract
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant Participant, during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Pepco Holdings Inc)
Vesting. Except Once granted, each Option shall vest in accordance with the following schedule, if as may otherwise of each such date Executive is, and has been, continuously since the date hereof Employed by the Company: Cumulative Percentage Date of Option Vested ------------------ --------------------- December 31, 2002 33.3% December 31, 2003 66.7% December 31, 2004 100.0% If Executive ceases to be provided Employed by Section 25:
(a) Subject the Company on any date other than a date set forth on the schedule above prior to compliance with Section 13December 31, 2004, the Restricted Stock Units under this RSU Award cumulative percentage of each Option to become vested shall vest only be determined on a pro rata basis according to the number of days elapsed since the prior date set forth on the schedule above (ior, if prior to December 31, 2002, since the Effective Date) and any portion of such Option that was not vested on such date on which Executive ceased to be Employed by the Company shall be deemed unvested (except as provided in Section 3 hereofsubparagraphs (i) through (iv) below). Notwithstanding the foregoing:
(i) the unvested portion of each Option shall become fully vested upon the consummation of a Sale of the Company if as of such date, Executive is, and since the Effective Date has been, continuously Employed by the Company through the date of the consummation of such Sale of the Company,
(ii) if the Company effects a pro rata redemption of any portion of its outstanding Series A Preferred or the Series B Preferred owned by the Investors, the Option for such series of stock will vest immediately prior to such redemption to the extent needed so that the Performance Goals are satisfied percentage of the Option that has vested on a cumulative basis with respect to such series shall be equal to the cumulative percentage of Series A Preferred or Series B Preferred, as provided in Schedule Aapplicable, owned by such Investors (determined based on the highest number of shares of such series that were ever issued and outstanding and owned by the Investors as compared to the aggregate shares of such series that have been redeemed by the Company) that is being redeemed (or has been redeemed) by the Company. For the avoidance of doubt, this Section 6(ii) shall not apply to any redemptions of Series A Preferred or Series B Preferred that the Company undertakes pursuant to any purchase or repurchase rights it has or may have upon the termination of employment of any current or former employee of the Company or any of its Subsidiaries;
(iii) if Publishing terminates Executive's Company Employment without Cause on a date following execution of the definitive agreement providing for a Sale of the Company, Executive has since the Effective Date and until such Termination been continuously Employed by the Company, and a Sale of the Company is consummated within 9 months following such Termination and on substantially the terms and with the purchaser(s) set forth in such agreement as in effect prior to such Termination, then the unvested portion of each Option shall become fully vested upon the consummation of such Sale of the Company; and
(iiiv) except if Publishing terminates Executive's Company Employment without Cause, Executive ceases to be Employed by the Company on account of his resignation for Good Reason, or Executive ceases to be Employed by the Company as otherwise provided in Sections 2(ca result of the death or Incapacity of Executive, the portion of each Option which would have vested solely on account of the passage of time (and not any vesting which would have occurred upon the happening of any other event) during the 12 month period following such Termination on the pro rata basis described above shall become immediately vested (with any remaining unvested portion of such Option expiring and being forfeited), 2(d) or 3 hereof. (For example, if such Termination should occur on April 30, 2003, Executive's employment shall, for purposes of the Participant remains continuously first two sentences of this Section 6, be deemed to have been terminated on April 30, 2004 with the result that the cumulative percentage of Options which would have vested through April 30, 2004, pursuant to the above table, shall be deemed vested, but if there is a consummation of a Sale of the Company during such 12-month period, Executive will not get the benefit of subsection (i) above (i.e., will not get full vesting) and Executive shall not be considered as being employed by the Company or a Subsidiary until the end of the Performance Periodduring such 12-month period for any purpose other than such 12-month advanced vesting.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 1 contract
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed Participant’s continued employment by the Company or a Subsidiary any of its Affiliates through February 27, 2018 (the “Specified Date”), the Units shall become vested based upon the Company’s “Total Shareholder Return” (as defined below) relative to the Total Shareholder Return of the “Peer Companies” (as defined below) from January 1, 2015 until December 31, 2017 (the “Measurement Period”) in accordance with the following table (the “Relative Total Shareholder Return”): Threshold Below the 35th Percentile 0% Target 50th Percentile 100% Maximum 80th Percentile or higher 200% If the Company’s Relative Total Shareholder Return over the Measurement Period is between the levels set forth above, then the percentage of the Units that will become vested and payable will be ratably interpolated. If the Relative Total Shareholder Return at the end of the Performance PeriodMeasurement Period is below the 35th percentile, then all Units shall be forfeited immediately and automatically and the Participant will have no further rights with respect thereto.
(b) Except as otherwise provided In the event the Participant’s employment is terminated by Sections 2(c)reason of (i) Disability, 2(d(ii) death, or 3 hereof, if the employment of the Participant (iii) by the Company or any Subsidiary terminates prior without Cause other than within two years following a Change in Control, then the Units, will be prorated based on the number of days the Participant was employed by the Company during the Measurement Period, and such prorated Units will remain outstanding and will vest and be delivered to the end Participant, at the same time as delivery would have been made had the Participant not had a termination of employment based on the attainment of the Restriction applicable Relative Total Shareholder Return for the full Measurement Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon If prior to the date the Units otherwise vest and within two years following a Change in Control the Participant’s employment is terminated either by the Company without Cause or by the Participant due to a resignation with Good Reason (i) the Termination as defined in Section 18), any of the Participant’s employment without Cause, or then outstanding Units (iiincluding any pro-rated Units that remain outstanding pursuant to Section 2(b) the Disability or death of the Participant during the Restriction Period and above) will vest immediately prior to any termination such event as if the Target vesting level was attained.
(d) Upon a cessation of the Participant’s employment with the Company or any Subsidiaryof its Affiliates, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units any Unit that otherwise would be paid, if any, following the Restriction Period (based has not become vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of such cessation or any Unit that does not specifically remain outstanding pursuant to Section 2(b) or 2(c) will then be forfeited immediately and automatically and the Participant will have no further rights with respect thereto. The foregoing sentence shall apply notwithstanding anything to the contrary in the terms of the Letter Agreement between the Company and Participant dated October 23, 2009, as amended, concerning the impact on long-term incentive awards of the cessation of Mr. Brondeau’s service after both (i) December 31, 2015 and (ii) the Board of Director’s approval of a “definitive succession plan”.
(e) The application of Sections 2(b)(iii) and 2(c) is in each case conditioned on (i) the Participant’s retirementexecution and delivery to the Company of a general release of claims against the Company and its affiliates in a form prescribed by the Company, and (ii) such release becoming irrevocable within 60 days following the cessation of the Participant’s employment or such shorter period specified by the Company. Any portion For avoidance of doubt, if this RSU Award release requirement is not timely satisfied, the Units will be forfeited as to which of the vesting requirements effective date of this Section 2 the cessation of the Participant’s employment and the Participant will have been satisfied shall be payable in accordance no further rights with Section 5 hereofrespect thereto.
Appears in 1 contract
Samples: Performance Based Restricted Stock Unit Award Agreement (FMC Corp)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Except as provided in Section 133.3(b) below, the Restricted Stock Units under this RSU Award shall vest only become vested and cease to be Restricted Stock (i) except as provided in Section 3 hereof, but shall remain subject to the extent that other terms of this Agreement) on each of the Performance Goals are satisfied following dates (each, a "Vesting Date") as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, follows if the Participant remains Executive has been continuously employed by the Company or a Subsidiary until such date: On the end first anniversary of the Performance PeriodGrant Date 33.33% of the Shares On the second anniversary of the Grant Date 33.33% of the Shares On the third anniversary of the Grant Date 33.34% of the Shares There shall be no proportionate or partial vesting in the periods prior to the applicable Vesting Date and all vesting shall occur only on the appropriate Vesting Date, provided that, if the Executive's employment with the Company is terminated by the Company without Cause (as defined in the proposed employment agreement by and between the Executive and Integrated Technology USA, Inc. ("ITI") (the "Employment Agreement")) or if there is a Change in Control of the Company (as defined in Exhibit A hereto) prior to the Executive's termination of employment, then, subject to Section 3.3(b) below, any unvested shares of Restricted Stock shall immediately fully vest. When any Restricted Stock becomes vested, the Company shall promptly issue and deliver to the Executive a new stock certificate registered in the name of the Executive for such Shares without the legend set forth in Section 4(a) hereof and shall promptly deliver to the Executive any related RS Property.
(b) Except as 118182 shares of Restricted Stock that would otherwise provided by Sections 2(c), 2(dbecome vested on each Vesting Date pursuant to Section 3.3(a) or 3 hereof, if above (the employment "Contingent Shares") shall not vest and shall not cease to be Restricted Stock hereunder unless the Company's Cumulative After-Tax Income Targets set forth on Exhibit B hereto (the "Targets") are attained in accordance with the terms and conditions set forth therein. The Contingent Shares shall only vest on the later of the Participant by the Company or any Subsidiary terminates prior to the end attainment of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, applicable Targets or (ii) the Disability appropriate Vesting Date (or death of the Participant during the Restriction Period and prior to any upon a Change in Control or termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or without Cause) in accordance with Section 3(a) above. In the event that only some of the Contingent Shares vest as a Subsidiaryresult of the attainment of the Targets, and (B) the denominator of which amount shall be (x) if proportionately allocated to each Vesting Date. Upon the Participant was employed by the Company or a Subsidiary on the first day attainment of the Restriction PeriodTargets (but solely to the extent of such attainment), the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal Contingent Shares shall cease to be subject to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion restrictions of this RSU Award that does not vest Section 3(b). When any Contingent Shares become fully vested in accordance with this Section 2(c3(b) and Section 3(a) above, the Company shall immediately be forfeited.
(d) The Committee may, promptly issue and deliver to the Executive a new stock certificate registered in its sole discretion, provide that, upon the retirement name of the Participant (as determined by Executive for such Shares without the Committee legend in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award Section 4(a) hereof and shall be payable under this RSU Award, subject promptly deliver to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofExecutive any related RS Property.
Appears in 1 contract
Samples: Restricted Stock Agreement (Empire Resources Inc /New/)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the The Restricted Stock Units under this RSU Award shall vest only become vested as follows: (i) except as provided in Section 3 hereof, to 25% of the extent that shares of Restricted Stock shall vest on the Performance Goals are satisfied as provided in Schedule A, and second anniversary of Date of Grant; (ii) except as otherwise 37.5% of the shares of Restricted Stock shall vest on the third anniversary of the Date of Grant; and (iii) 37.5% of the shares of Restricted Stock shall vest on the fourth anniversary of the Date of Grant (each, a “Vesting Date”); provided in Sections 2(c), 2(d) or 3 hereof, if that the Participant remains continuously employed by in continuous employment with the Company or a Subsidiary until an Affiliate thereof through the end of the Performance Periodapplicable Vesting Date.
(b) Except as otherwise provided by Sections set forth in Section 2(c), 2(d) or 3 hereof, if the Participant’s employment is terminated for any reason, (i) all rights of the Participant by the Company or with respect to any Subsidiary terminates prior to the end shares of Restricted Stock that have not vested as of the Restriction Perioddate of termination shall immediately terminate without the payment of any consideration with respect thereto and (ii) neither the Participant nor any of the Participant’s successors, this RSU Award heirs, assigns, or personal representatives shall be immediately forfeited thereafter have any further rights or interests in its entiretysuch shares of Restricted Stock.
(c) Upon If the Participant’s employment is terminated (i) the Termination by reason of the Participant’s employment without Cause, death or Disability or (ii) by the Disability or death of Company without Cause, and provided that the Participant during (or the Restriction Period Participant’s estate, if applicable) executes and delivers to the Company (and does not revoke) a general release of claims in a form satisfactory to the Company (a “Release”) within sixty (60) days following such termination of employment (or such shorter period as may be specified by the Company in accordance with applicable law), any shares of Restricted Stock that have not yet vested shall immediately vest on the date of such termination of employment.
(d) In the event that a Change in Control occurs prior to the final Vesting Date and prior to any termination of the Participant’s employment with the Company or employment, any Subsidiary, the number shares of Restricted Stock Units, if any, payable under this RSU Award shall equal the number that have not yet vested as of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied such Change in Control shall be payable treated in accordance with Section 5 hereof13 of the Plan.
Appears in 1 contract
Vesting. Except as may otherwise be provided by Section 25:
percent (a__%) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by (rounded up to the nearest whole number) shall vest on the first anniversary of the date of this RSU Award Agreement and on each of the next _______ (_) successive anniversaries thereof unless previously vested or forfeited in accordance with the Plan or this Agreement (the “Normal Vesting Schedule”).
(i) Any Restricted Stock Units that fail to vest because the Participant is no longer a director condition set forth in Section 3(c) is not satisfied shall be payable under this RSU Awardforfeited, subject to the satisfaction special provisions set forth in subsections (ii) through (iv) of this Section 3(a).
(ii) If the Participant is no longer a participant because of death or Permanent Disability, or in the event of a Change in Control where the holders of the Performance Goals Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested.
(iii) If on or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), the Participant terminates as provided in Schedule A. Any such action a director for Good Reason, or is terminated by the Committee must be made in writing prior to Company without Cause, Restricted Stock Units not previously vested shall immediately become vested.
(iv) In the effective date event of the Participant’s retirementresignation or termination as a director (other than for Cause) (a “Retirement”), unless the Board determines otherwise, Restricted Stock Units not previously vested shall immediately become vested and transferred to such Participant. Any portion To the extent the Participant’s Retirement date and vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of this RSU Award as nonqualified deferred compensation, subject to which the vesting requirements of this Code Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.409A.
Appears in 1 contract
Samples: Award Agreement for Directors Only – Restricted Stock Units (RBB Bancorp)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock Units under will vest as set forth in this RSU Award shall vest only Section 3(a), subject to the Participant remaining in continuous Employment from the Date of Grant through such vesting date.
(i) except as provided Subject to Section 3(a)(ii) and Section 3(a)(iii) below, one-hundred percent (100%) of the Restricted Stock Units will vest on the first anniversary of the Vesting Commencement Date.
(ii) Subject to Section 3(a)(iii) below, in Section 3 hereofthe event the Participant’s Employment is terminated by the Company or one of its subsidiaries without Cause (such termination of Employment, a “Qualifying Termination”), and to the extent that any Restricted Stock Units are outstanding immediately prior to such Qualifying Termination but not then vested, that number of Restricted Stock Units that, in the Performance Goals are satisfied as provided absence of such Qualifying Termination, would have become vested on the next vesting date following such Qualifying Termination pursuant to the vesting schedule set forth in Schedule A, and (iiSection 3(a)(i) except as otherwise provided hereof will automatically vest in Sections 2(c), 2(d) or 3 hereof, if full upon the Participant remains continuously employed by the Company or a Subsidiary until the end occurrence of the Performance Periodsuch Qualifying Termination.
(biii) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if In the employment event of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with Employment due to the Company Participant’s death or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company Company’s or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date subsidiary’s termination of the Participant’s retirement. Any portion Employment due to the Participant’s Disability, and to the extent that any Restricted Stock Units are outstanding immediately prior to such termination of this RSU Award as to which Employment but not then vested, all such unvested Restricted Stock Units shall become fully-vested upon the vesting requirements occurrence of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofsuch termination of Employment.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Skyline Champion Corp)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the The Restricted Stock Units under this RSU Award shall vest only (i) except as in full on the first to occur of the following dates; provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously continues to be employed by by, or provide service to, the Company or a Subsidiary until through the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon applicable date: (i) the Termination second anniversary of the Participant’s employment without Cause, or Grant Date; (ii) the Disability Participant's death; (iii) the Participant's Disability; (iv) the effective date of an Change in Control Event; or death (v) the date determined in accordance with the provisions of Section 3(b) below (the applicable date is referred to as the "Vesting Date"). Notwithstanding the foregoing, provided that an event specified in clauses (ii)-(v) of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiarypreceding sentence has not occurred, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal (i) the number of Restricted Stock Units that otherwise would be paid, if any, following awarded to the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which Participant shall be adjusted as of December 31, 2010, to reflect the forfeiture of such number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered (if any) that may be required pursuant to the Participant's 2010 Incentive Plan, which is incorporated by this RSU Award reference herein and (ii) such adjusted number of Restricted Stock Units shall be payable under this RSU Award, thereafter remain subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied 3.
(b) If a Change in Control Event occurs while the Participant is employed by, or providing service to, the Company, the Restricted Stock Units subject to this Grant at the time of the Change in Control Event will vest immediately prior to the closing of the Change in Control Event. The shares subject to vested Restricted Stock Units shall be converted into the right to receive the same consideration per share of Company common stock payable to the other shareholders of the Company upon the consummation of the Change in accordance Control Event and such consideration shall be distributed to the Participant within ten (10) business days following the effective date of the Change in Control Event, or on such later date necessary to comply with the TARP Regulations.
(c) Except as otherwise provide for herein, if the Participant ceases to be employed by, or provide service to, the Company for any reason prior to vesting in the Restricted Stock Units subject to this Grant, then the Grant will be immediately cancelled. The Participant shall thereupon cease to have any right or entitlement to receive any shares, or the cash-equivalent of any shares, with respect to those cancelled Restricted Stock Units.
(d) For purposes of this Section 5 hereof.3, the following definitions shall apply:
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Community Financial Shares Inc)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject If, at the time of execution of this Agreement, Employee has ten or more years until he reaches Normal Retirement Age, Employee's right to compliance a Retirement Benefit shall vest over a period of 10 years, at the rate of 10% for each Year of Participation by Employee. If, at the time of execution of this Agreement, Employee has five or fewer years until he reaches Normal Retirement Age, Employee's right to a Retirement Benefit shall vest over a period of 5 years, at the rate of 20% for each Year of Participation by Employee. In addition, Employee shall become fully vested in his or her Retirement Benefit upon the occurrence of his or her death, Disability or a Change in Control. Notwithstanding any other provision of this Agreement to the contrary, if Employee's employment with Section 13the Company is terminated for Cause, the Restricted Stock Units Employee shall forfeit his or her rights to any benefits under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance PeriodAgreement.
(b) Except as otherwise provided Employee acknowledges and agrees that during the vesting period described in Section 3.4(a) above, the Company may, from time to time, be required by Sections 2(c), 2(d) applicable law to withhold amounts for certain federal employment taxes related to or 3 hereof, if incurred in connection with the employment amount of the Participant benefit vested during each Year of Participation (the "Employment Taxes"). Employee may elect, in his sole discretion, to pay such Employment Taxes by either (i) delivering to the Company a check, cash or any Subsidiary terminates other readily available funds in an amount equal to the Employment Taxes no later than 30 days prior to the end of the Restriction Periodapplicable Year of Participation, this RSU Award shall be immediately forfeited or SUPPLEMENTAL BENEFIT AGREEMENT - A.R. GINN, JR. Page 4 (ii) executing such docuxxxxation as the Company may require authorizing the Company to, beginning July 1 of the applicable Year of Participation, withhold from the Employee's compensation, in its entirety.
(c) Upon substantially equal amounts per pay period, the Employment Taxes. Notwithstanding the foregoing, if Employee terminates service with the Company subsequent to receiving a Year of Participation for vesting purposes under the Plan but prior to paying the entire amount of Employment Taxes applicable to such Year of Participation, Employee agrees, in the sole discretion of the Company, to either (i) execute such documentation as the Termination Company may require authorizing the Company to withhold from the Employee's final paycheck the balance of the Participant’s employment without Cause, Employment Taxes due or (ii) deliver to the Disability Company a check, cash or death other readily available funds in an amount equal to the Employment Taxes no later than the date of the Participant during the Restriction Period and prior to any termination of the Participant’s Employee's employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedCompany.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 1 contract
Samples: Supplemental Benefit Agreement (Nci Building Systems Inc)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided in Sections 2(c)this Section 3, 2(d) or 3 the RSUs shall become vested in accordance with the following schedule, if as of each such date Director has continuously served as a director on the Board and/or on the board of directors of the Subsidiaries since the date hereof, if such that, subject to the Participant remains continuously employed by the Company or a Subsidiary until the end other terms and conditions of this Agreement, all of the Performance Period.RSUs shall be vested on [June 1, 2014]: [June 1, 2012] [1/3 RSU’s] [June 1, 2013] [Additional 1/3 RSU’s] [June 1, 2014] [Additional 1/3 RSU’s]
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofin this Section 3, if the employment of the Participant by Director’s directorship with the Company and/or its Subsidiaries terminates for any reason (including upon the death or any Subsidiary terminates disability of Director prior to the end vesting of all or any portion of the Restriction PeriodRSUs awarded under this Agreement), this RSU Award such unvested portion of the RSUs shall immediately be immediately forfeited cancelled and Director (and Director’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in its entiretyand with respect to any such RSUs.
(c) Upon In addition to Sections 3(a)-(b) above, upon a termination of Director’s directorship with the Company that also constitutes a “separation from service” within the meaning of Treas. Reg. § 1.409A-3(i)(5) within twelve months following a “Change in Control,” as defined below, of the Company (the “Change in Control Termination”), the RSUs shall vest as follows: (A) if the Change in Control Termination occurs on or before [June 1, 2012], [one-third] RSUs shall vest on the date of the Change in Control Termination; (B) if the Change in Control Termination occurs on any date from [June 1, 2012] up to and including [June 1, 2013], an additional one-third shall vest; and (c) if the Change in Control Termination occurs on any date from [June 1, 2013] up to and including [June 1, 2014], the remaining one-third RSUs shall vest. For purposes of this Agreement, (x) the term “Change in Control” means (i) the Termination consummation of any transaction or series of transactions resulting in a Third Party (or group of affiliated third parties) owning, directly or indirectly, securities of the ParticipantCompany possessing the voting power to elect a majority of the members of the Board (whether by merger, consolidation or sale or transfer of the Company’s employment without Cause, securities) or (ii) the Disability sale, transfer or death other disposition of all or substantially all of the Participant during the Restriction Period business and prior to any termination assets of the Participant’s employment with Company, whether by sale of assets, merger or otherwise (determined on a consolidated basis) to a Third Party (or group of affiliated third parties), and (y) the Company term “Third Party” means any person or entity who or which (i) does not own any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals Company’s securities as determined of the date of this Agreement, (ii) is not controlling, controlled by or under Section 1(b)), multiplied common control with any person or entity that owns any of the Company’s securities as of the date of this Agreement and (iii) is not the spouse or descendent (by birth or adoption) of any person who directly or indirectly owns or controls any of the Company’s securities as of the date of this Agreement. Upon the occurrence of a fraction, Change in Control Termination in the time period described in either clause (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) of the denominator first sentence of which this Section 3(c), the Board shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee maypermitted, in its sole discretion, provide thatto cause the Company to pay to Director in substitution for the vesting of Director’s RSUs and the delivery of Common Stock to Director under such circumstances and in respect of each share of Common Stock that would otherwise be issuable upon such vesting, upon the retirement cash in an amount per share of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Common Stock Units covered by this RSU Award shall be payable under this RSU Award, subject equal to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be price per share payable in accordance with Section 5 hereofthe Change in Control in respect of each issued and outstanding share of Common Stock.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (GT Solar International, Inc.)
Vesting. Except as may otherwise The Restricted Stock Units shall be provided by Section 25:subject to the terms and conditions set forth in this paragraph 2. To the extent such terms or conditions conflict with any provision in the Plan, the terms and conditions set forth herein shall govern.
(a) Subject to compliance with Section 13, A portion of the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereofvest, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c)herein, 2(d) or 3 hereofon the following schedule (each, if a “Vesting Date,” and together, the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance “Vesting Period.”): _______ 1/3 _______ 1/3 _______ 1/3
(b) Except as otherwise provided by Sections 2(c)In the event that, 2(dduring the Vesting Period, the Grantee has a Termination of Service (i) or 3 hereof, if the employment of the Participant by the Company Employer for Cause or (ii) by the Grantee for any Subsidiary terminates prior to reason other than as set forth in paragraph 2(c) below, then the end of Restricted Stock Units for which the Restriction PeriodVesting Period has not lapsed in accordance with paragraph 2(a) shall thereupon, this RSU Award shall and with no further action, be immediately forfeited in its entiretyby the Grantee.
(c) Upon In the event that, during the Vesting Period, the Grantee has a Termination of Service (i) the Termination of the Participant’s employment without Cause, due to his or her death or Disability or (ii) in the Disability or death event of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiarya Change in Control, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of then all Restricted Stock Units that otherwise would be paid, if any, following granted to the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which Grantee hereunder shall immediately vest and shall be the number of days settled as provided in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedparagraph 4 hereunder.
(d) The Committee may, in its sole discretion, provide In the event that, upon during the retirement Vesting Period, the Grantee has a Termination of the Participant (as determined Service by the Committee in its sole discretion)Employer for any reason other than Cause, all or part of then the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to for which the vesting requirements of this Section 2 have been satisfied shall be payable Vesting Period has not lapsed in accordance with Section 5 hereofparagraph 2(a) shall thereupon, and with no further action, be forfeited by the Grantee, unless otherwise approved by the independent directors of the Company.
(e) Except as contemplated above, in the event that the Grantee has a Termination of Service, any and all of the Grantee's Restricted Stock Units which have not vested prior to or as of such termination shall thereupon, and with no further action, be forfeited and cease to be outstanding.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Watermark Lodging Trust, Inc.)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13the Participant’s continuous employment by the Company and its Affiliates, the Restricted Stock Units under this RSU Award granted to the Participant shall vest only (i) except and become nonforfeitable as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end percentage of the Performance PeriodRestricted Stock indicated on the dates specified below (each a “Restricted Stock Vesting Date”): In the event the above vesting schedule results in the vesting of any fractional share of Common Stock, such fractional share of Common Stock shall not be deemed vested hereunder but shall vest and become nonforfeitable when such fractional share of Common Stock aggregates a whole share of Common Stock.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if If the Participant’s continued employment of the Participant by the Company and its Affiliates is terminated or terminates for any Subsidiary terminates prior reason (other than death or Disability), then the Restricted Stock, to the end extent not then vested, shall be forfeited by the Participant to the Company without consideration; provided, however, that if the Participant’s continued service terminates because of the Restriction PeriodParticipant’s death or Disability, this RSU Award then the Restricted Stock, to the extent not then vested and not previously forfeited, shall be immediately forfeited in its entiretybecome fully vested.
(c) Upon (i) Notwithstanding any other provision of this Agreement to the Termination of contrary, in the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and event that a Change in Control occurs prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units date that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Awardis vested, subject then to the satisfaction extent not previously forfeited all of the Performance Goals as provided unvested Restricted Stock shall vest effective upon the Change in Schedule A. Any such action by Control. In the Committee must be made event that a Change in writing Control occurs on a date prior to the effective date that a Participant is determined to be Disabled for purposes of the Participant’s retirement. Any portion Plan and this Agreement, but in the sole determination of the Committee, it is expected to be determined that the Participant is Disabled at the end of the 9-month period referred to in Section 3(d) of this RSU Award as Agreement, then all of the unvested Restricted Stock of such Participant, to which the vesting requirements of this Section 2 have been satisfied extent not previously forfeited, shall be payable vest upon the Change in accordance with Section 5 hereofControl.
Appears in 1 contract
Vesting. Except as may otherwise be provided by Section 25:
percent (a__%) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by (rounded up to the nearest whole number) shall vest on the first anniversary of the date of this RSU Award Agreement and on each of the next _______ (_) successive anniversaries thereof unless previously vested or forfeited in accordance with the Plan or this Agreement (the “Normal Vesting Schedule”).
(i) Any Restricted Stock Units that fail to vest because the employment condition set forth in Section 3(c) is not satisfied shall be payable under this RSU Awardforfeited, subject to the satisfaction special provisions set forth in subsections (ii) through (iv) of this Section 3(a).
(ii) If the Participant’s employment terminates due to death or Permanent Disability, or in the event of a Change in Control where the holders of the Performance Goals as provided Company’s Common Stock receive cash consideration for their Common Stock in Schedule A. Any such action consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested.
(iii) If-on or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), the Participant terminates employment for Good Reason, or is terminated by the Committee must be made in writing prior to Company without Cause, Restricted Stock Units not previously vested shall immediately become vested.
(iv) In the effective date event of the Participant’s retirementresignation or termination of employment (other than for Cause) (a “Retirement”), unless the Board determines otherwise, Restricted Stock Units not previously vested shall immediately become vested and transferred to such Participant. Any portion To the extent the Participant’s Retirement date and vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of this RSU Award as nonqualified deferred compensation, subject to which the vesting requirements of this Code Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.409A.
Appears in 1 contract
Samples: Award Agreement for Employees – Restricted Stock Units (RBB Bancorp)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance earlier vesting in accordance with Section 13Sections 4 or 5 below, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to Shares will become vested on the extent that later of the third anniversary of the grant date or the date on which the Committee certifies the attainment of the Performance Goals are satisfied as provided (the “Vesting Date”) in Schedule A, accordance with the provisions of Section 3 below and subject to the provisions of subsections (b) and (iic) below. Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as otherwise provided in Sections 2(c)herein, 2(d) or 3 hereof, if the Participant remains continuously employed by shall be immediately forfeited upon Participant’s termination of employment with the Company or a Subsidiary until and its Subsidiaries. Subject to the end terms of the Performance PeriodPlan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements.
(b) Except In no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as otherwise provided by Sections 2(c)set forth in the Plan. The payout of vested Shares may be reduced, 2(d) or 3 hereofbut not increased, if based on the employment degree of the Participant attainment of such performance criteria as determined by the Company or any Subsidiary terminates prior Committee, in its sole discretion. To the extent unvested Shares are not paid to Participant pursuant to the end of the Restriction Periodimmediately preceding sentence, this RSU Award then such unvested Shares shall be immediately forfeited in its entiretyforfeited.
(c) Upon The maximum number of Shares that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a fair market value on the Vesting Date not to exceed the following:
(i) for each Participant (other than the Termination Chief Executive Officer of the Participant’s employment without CauseCompany), or one-half of one percent (ii0.5%) the Disability or death of the Participant during the Restriction Period and prior to any termination sum of the ParticipantCompany’s employment with total operating income for the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Performance Period (based on the achievement of the Performance Goals as determined under Section 1(b)calendar years 2013, 2014 and 2015), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretionaccordance with the Plan.
(ii) if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the limit specified in subsection (i) above shall be one and one-half percent (1.5%) of the Company’s total operating income for the Performance Period (calendar years 2013, 2014 and 2015), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action determined by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofthe Plan.
Appears in 1 contract
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided herein or in Sections 2(c), 2(d) or 3 hereofthe Plan, if the Participant remains continuously employed by the Company through the applicable vesting date, the Restricted Share Units will vest in accordance with the following schedule: [Vesting date] [Number or a Subsidiary until % of shares that vest on the end vesting date] [Vesting date] [Number or % of shares that vest on the Performance Period.vesting date] [Vesting date] [Number or % of shares that vest on the vesting date]
(b) Except as otherwise provided by Sections 2(c)In the event that the Participant dies or terminates employment on account of Disability at any time after grant, 2(d) or 3 hereof, if the employment all of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award then-unvested Restricted Share Units shall be immediately forfeited in its entiretyfully vest.
(c) Upon (i) In the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of event the Participant’s employment with the Company or any Subsidiarysuccessor to the Company is terminated without Cause, or the number of Participant terminates his or her employment for Good Reason, within twelve months after a Change in Control (and before the Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Share Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined have become vested under Section 1(b3(a) or (b)), multiplied by a fraction, (A) the numerator Participant shall vest in all of which the Restricted Share Units granted under Section 2 of this Agreement and the Participant’s rights to such Restricted Share Units shall be become non-forfeitable as of the number of days in the Restriction Period during date on which the Participant was continuously employed by Participant’s employment with the Company or a Subsidiary, and (B) its successor is terminated. In the denominator of which shall be (x) if the Participant was employed event that this Award is not assumed by the Company or Acquiror in connection with a Subsidiary on the first day Change in Control, all of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal Restricted Share Units shall vest immediately prior to the Change in Control and shall settle immediately following the Change in Control (notwithstanding the longer period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest for settlement provided in accordance with this Section 2(c) shall immediately be forfeited4 below).
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals Except as provided in Schedule A. Any such action Section 3(b) or (c) above or as otherwise provided in any written agreement by and between the Committee must be made in writing Company and the Participant, if the Participant’s employment with the Company terminates for any reason prior to the effective date expiration of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied Vesting Period, all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable in accordance with Section 5 hereofto the Participant.
Appears in 1 contract
Samples: Restricted Share Unit Award Agreement (United Natural Foods Inc)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Except as otherwise provided in Section 133, provided Participant remains an employee of the Company or an Affiliate through the Vesting Date (as defined herein), and the Company satisfies the applicable performance target set forth in Section 2(b) as determined by the Committee as soon as practicable on or before ________ __, _____ (the date of such determination, the “Vesting Date”), the Restricted Stock Units under will vest in accordance with Section 2(b). The period during which the restrictions in this RSU Award shall vest only (i) except Agreement apply, which is the Date of Grant through the Vesting Date, is referred to as provided the “Restricted Period”. Once vested, the Restricted Stock Units become “Vested Units” and shares of Company Stock representing the Vested Units will be issued in accordance with the settlement procedures set forth in Section 3 hereof, to 6. To the extent that Participant’s vested percentage of Restricted Stock Units exceeds 100%, any additional shares of Company Stock to which Participant is entitled in accordance with Section 2(b) will be issued to Participant on the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance PeriodVesting Date.
(b) Except The Restricted Stock Units shall become Vested Units, subject to the provisions of this Award Agreement relating to continued employment, in accordance with the table immediately below on the date the Committee determines ____________________ (“_____”) for the Company, and the _____ rank, expressed as otherwise provided a percentile, based on Company _____ versus _____ of peers selected by Sections 2(cthe Committee (“_____ Rank”), 2(d) or 3 hereoffor the period from ________ __, if _____, through ________ __, _____ (the employment “Performance Period”). Any Restricted Stock Units outstanding on the Vesting Date that do not become Vested Units on the Vesting Date will immediately be forfeited. *The applicable Number of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award Vested Units and Payout Percentage shall be immediately forfeited in its entiretydetermined using straight-line interpolation of (i) Payout Percentages between _____ and _____, for _____ Rank between _____ percentile and _____ percentile; and (ii) Payout Percentages between _____ and _____ for _____ Rank between _____ percentile and _____ percentile.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part vesting of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, is subject to the satisfaction determination of the Performance Goals as provided Committee, in Schedule A. Any such action by its discretion, that the Committee must be made in writing prior to Company has satisfied the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofapplicable performance target.
Appears in 1 contract
Samples: Performance Based Restricted Stock Unit Award Agreement (Community Bankers Trust Corp)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance the Participant’s continued Services with Section 13the Company on the applicable vesting date, the Restricted Stock Units under this RSU Award Option shall vest only and become exercisable with respect to one hundred percent (i100%) except as provided in Section 3 hereof, of the Shares subject to the extent that Option on the Performance Goals are satisfied as provided in Schedule Athird anniversary of the Date of Grant; provided, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereofthat, if the Participant remains continuously employed Participant’s Services with the Company are terminated by the Company or a Subsidiary until without Cause, then the end Option shall instead vest in equal installments on each of the Performance Periodfirst three anniversaries of the Date of Grant, subject to the Participant’s continued Services with the Company on each such date, and that portion of the Option that would have vested prior to the date of such termination pursuant to this annual vesting schedule shall automatically vest upon the occurrence of such termination. Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, such fractional Shares shall not be deemed vested hereunder but shall vest and become nonforfeitable when such fractional Shares aggregate whole Shares At any time, the portion of the Option which has become vested and exercisable as described above is hereinafter referred to as the “Vested Portion”.
(b) Except as otherwise provided by Sections 2(c), 2(dSubject to the proviso in the first sentence of Section 2(a) or 3 hereofabove, if the employment of Participant’s Services with the Participant Company are terminated for any reason, the Option shall, to the extent not then vested, be canceled by the Company or any Subsidiary terminates prior to without consideration and the end Vested Portion of the Restriction Period, this RSU Award Option shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to remain exercisable for the period set forth in Section 3(a) (Exercise of time beginning on the first day Option — Period of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedExercise).
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 1 contract
Samples: Nonqualified Stock Option Agreement (Pactera Technology International Ltd.)
Vesting. Except as may otherwise be specifically provided by Section 25:
(a) Subject in this Agreement and subject to compliance with Section 13certain restrictions and conditions set forth in the Plan, the Restricted Stock Units under this RSU Award Awarded Shares shall vest only as follows: • The Awarded Shares (iother than the Premium Shares) except as shall xxxxx xxxx on January 1, ___, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end is an Employee of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on that date; and • The Premium Shares shall xxxxx xxxx on January 1, ___, provided that the first day Participant is an Employee of the Restriction Period, Company or a Subsidiary on that date. All Awarded Shares (including the total number Premium Shares) not previously vested shall immediately become fully vested upon (i) the Participant’s death; (ii) the Participant’s Termination of days Service due to Total and Permanent Disability; (iii) involuntary Termination of Service by the Company without “Cause” (as such term is defined in the Restriction PeriodParticipant’s Employment Agreement); (iv) voluntary Termination of Service by the Participant for “Good Reason” (as such term is defined in the Participant’s Employment Agreement); (v) the occurrence of a Change in Control, if and to the extent that this Award is not continued, assumed or converted into a replacement award or awards in connection with such Change in Control; or (yvi) as specifically provided in all other cases, the total number Participant’s Employment Agreement. In the event that the Participant’s Termination of days within Service is due to Retirement and the Restriction Period equal to Participant has provided the period of time beginning on the first day of such continuous employment and ending on the last day Company with at least twelve months’ advance written notice of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
Participant’s Retirement date (d) The Committee may, in its sole discretion, provide that, upon unless the retirement of the Participant (as determined notice period is waived by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided ) and has remained in Schedule A. Any such action by the Committee must be made employment in writing prior to the effective date of good standing until the Participant’s retirementRetirement date, then on the Participant’s Retirement date, a pro-rata portion of the Awarded Shares (including the Premium Shares) shall vest and become nonforfeitable, calculated by (A) multiplying the number of Awarded Shares by a fraction, the numerator of which is the number of pay periods from the Date of Grant through the date of Termination of Service (rounding any partial pay period to the next whole pay period) and the denominator of which is 24, and (B) multiplying the number of Premium Shares by a fraction, the numerator of which is the number of pay periods from the Date of Grant through the date of Termination of Service (rounding any partial pay period to the next whole pay period) and the denominator of which is 48. Any Awarded Shares that were unvested at the date of Termination of Service and that exceed the pro-rata portion of the Awarded Shares that become vested and nonforfeitable under this RSU Award as to which the vesting requirements of this Section 2 have been satisfied paragraph shall be payable forfeited. The Participant shall be fully vested in accordance any dividends or distributions with Section 5 hereofrespect to the Participant’s Awarded Shares (including the Premium Shares).
Appears in 1 contract
Samples: Restricted Share Award Agreement (Physicians Realty Trust)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject The RSUs granted to compliance the Non-Employee Director shall vest and payment in respect of such number of RSUs shall be made in accordance with Section 132(e) as to the percentage of the RSUs indicated on the dates specified below (each an “RSU Vesting Date”), provided that the Restricted Stock Units under this Non-Employee Director has remained in the continuous service as a member of the Company’s Board from the Grant Date through and including each applicable RSU Award shall vest only (i) Vesting Date, except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, Sections 2(b) and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end ): First Anniversary of the Performance PeriodGrant Date 25 % Second Anniversary of the Grant Date 25 % Third Anniversary of the Grant Date 25 % Fourth Anniversary of the Grant Date 25 % Any fractional RSUs resulting from the strict application of the incremental percentages set forth above will be disregarded and the actual number of RSUs becoming vested on any specific RSU Vesting Date will cover only the full number of RSUs determined by applying the relevant incremental percentage.
(b) Except In the event that during the period of the Non-Employee Director’s service on the Board after the Grant Date:
(i) the Non-Employee Director dies, or
(ii) the Non-Employee Director incurs a disability (as otherwise provided determined by Sections 2(cthe Board Committee), (such events are collectively referred to as “Acceleration Events”), then all outstanding unvested RSUs shall immediately vest and be payable as of the date of the applicable Acceleration Event, subject to Section 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretybelow.
(c) Upon (i) In the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant event that during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning the Non-Employee Director’s service on the first day Board after the Grant Date a Change in Control shall occur, then all outstanding unvested RSUs that have not been forfeited prior to the date of such continuous employment Change in Control shall vest and ending be payable on the last day date of the Restriction Period. The remaining portion of this RSU Award that does not vest such Change in accordance with this Section 2(c) shall immediately be forfeitedControl.
(d) The Committee mayIn the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Sections 2(a), in its sole discretion, provide that, upon the retirement of the Participant 2(b) or 2(c) above is not a Business Day (as determined by the Committee in its sole discretiondefined below), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall automatically be payable delayed until the first Business Day following that calendar date. “Business Day” means a date on which commercial banks in accordance with Section 5 hereofNew York, New York are open for general business.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Monster Worldwide, Inc.)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13The Restricted Shares that have not previously been forfeited will vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement. In addition, the Restricted Stock Units under this RSU Award shall Shares that have not previously vested or been forfeited will vest only immediately upon the first to occur of the following events: (i) except as provided in Section 3 hereof, to death of the extent that the Performance Goals are satisfied as provided in Schedule A, and Employee; (ii) except as otherwise provided Total Disability of the Employee; (iii) in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed event that the Employee’s employment is terminate by the Company for any reason other than Cause following a Change of Control as defined in the Plan within two years of such Change of Control; and (iv) a Change of Control if this Agreement is not assumed or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant replaced by the Company surviving or any Subsidiary terminates prior to acquiring entity on economically equivalent terms, as determined by the end of Committee. Notwithstanding the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiaryforegoing, the number of Restricted Stock UnitsShares vesting on each date specified in the Vesting Schedule at the beginning of this Agreement may be reduced based upon the relationship of the Company’s actual fully-diluted earnings-per-share (“EPS”) for 2014 to budgeted EPS for 2014 and the achievement of positive net income for 2014, as specifically set forth on Exhibit A attached hereto, as such targets may be amended from time-to-time by the Board. Fully-diluted earnings-per-share shall have the same meanings as in the Company’s financial statements and calculated in accordance with GAAP on the Date of Issuance, provided that such metric shall be initially calculated so as to exclude all extraordinary and non-recurring events that have a negative impact on the financial metrics and to include all extraordinary and non-recurring events that have a positive impact on the financial metrics, subject to the further discretion of the Committee described below and, provided further, that in all cases, the metrics shall be calculated to include the compensation expense the Company has or would have recognized assuming that the vesting of all the Restricted Shares (and all awards of restricted shares with performance- or market-based vesting conditions) was probable on the date of grant, regardless of the amount actually recognized or any reversal of expense that may be recognized. The Committee shall have discretion to make such adjustments as it deems appropriate to the calculation of the financial metrics described above for purposes of determining whether the metrics have been satisfied, provided that no such adjustment shall be made that has the effect of causing the financial metrics to be satisfied (i.e., only “negative” discretion, which has the effect of precluding the vesting of the Restricted Shares, is permitted). The Committee shall determine whether the performance hurdle was achieved as promptly as practicable following review of the Company’s audited fiscal 2014 financial results. In the event that a reduction is applied to the Vesting Schedule at the beginning of this Agreement (a) such a reduction shall occur immediately upon determination by the Committee that the performance hurdle was not achieved and (b) if any, payable under this RSU Award shall equal such reduction would cause the number of Restricted Stock Units that otherwise would Shares subject to vesting on each date specified in the Vesting Schedule to be paida fraction of a share, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days Restricted Shares subject to vesting on each of the first two dates specified in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which Vesting Schedule shall be (x) if rounded down to the Participant was employed by nearest whole-share while the Company or a Subsidiary number of Restricted Shares subject to vesting on the first day each of the Restriction Period, the total number of days last two dates specified in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal Vesting Schedule shall be rounded up to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitednearest whole-share.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 1 contract
Samples: Restricted Stock Agreement (Life Time Fitness, Inc.)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award The RSUs shall vest only become vested as follows: (i) except as provided in Section 3 hereof33.3% of the RSUs shall vest on July 16, to the extent that the Performance Goals are satisfied as provided in Schedule A, and 2021; (ii) except as otherwise 33.3% of the RSUs shall vest on July 16, 2022; and (iii) 33.4% of the RSUs shall vest on July 16, 2023 (each a “Vesting Date”); provided in Sections 2(c), 2(d) or 3 hereof, if that the Participant remains continuously employed by in continuous employment with the Company or a Subsidiary until its Affiliates through the end of the Performance Periodapplicable Vesting Date.
(b) Except as otherwise provided by set forth in Sections 2(c), ) and 2(d) or 3 hereofbelow, if the Participant’s employment is terminated for any reason, (i) this RSU Award Agreement shall terminate and all rights of the Participant by the Company or any Subsidiary terminates prior with respect to the end RSUs that have not vested as of the Restriction Perioddate of termination shall immediately terminate, this RSU Award (ii) any such unvested RSUs shall be immediately forfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in its entiretysuch unvested RSUs.
(c) Upon (i) the Termination of If the Participant’s employment is terminated by the Company without Cause, provided that the Participant has not been terminated based on inadequate performance as determined by the Company in its sole discretion, and provided further that the Participant executes and delivers to the Company (and does not revoke) a general release of claims in a form satisfactory to the Company within 60 days following such termination (or such shorter period as may be specified by the Company in accordance with applicable law): (i) a pro rata amount of the RSUs that are scheduled to vest on the next applicable Vesting Date equal to (x) the total number of RSUs that are scheduled to vest on the next applicable Vesting Date, multiplied by (y) a fraction, the numerator of which is the number of full calendar months the Participant has been employed following July 16, 2020 (or, as applicable, any later Vesting Date immediately preceding such termination of employment), and the denominator of which is 12, shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment in accordance with Section 3 below, but in no event later than March 15 of the year following the year in which such date of termination occurs; (ii) the Disability or death this RSU Award Agreement shall terminate and all rights of the Participant during with respect to the Restriction Period and prior to any termination portion of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock UnitsRSUs, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement have not vested as of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator date of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest termination in accordance with this Section 2(c) shall immediately terminate; (iii) any such unvested RSUs shall be forfeitedforfeited without payment of any consideration; and (iv) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs.
(d) The Committee mayIf the Participant’s employment is terminated due to the Participant’s death or Disability, and provided in its sole discretioneach case that the Participant (or the Participant’s estate, provide thatif applicable) executes and delivers to the Company (and does not revoke) a general release of claims in a form satisfactory to the Company within 60 days following such termination (or such shorter period as may be specified by the Company in accordance with applicable law): (i) the portion of the RSUs that are scheduled to vest on the next applicable Vesting Date shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment in accordance with Section 3 below, upon but in no event later than March 15 of the retirement year following the year in which such date of termination occurs; (ii) this RSU Award Agreement shall terminate and all rights of the Participant with respect to the portion of the RSUs, if any, that have not vested as of the date of termination in accordance with this Section 2(d) shall immediately terminate; (as determined iii) any such unvested RSUs shall be forfeited without payment of any consideration; and (iv) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs.
(e) Notwithstanding anything set forth in this Section 2 if (i) a Change in Control occurs, (ii) the Participant’s employment is terminated by the Committee in its sole discretion), all Company without Cause on or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to after the effective date of the Participant’s retirement. Any portion Change in Control but prior to 24 months following the Change in Control, and (iii) provided that the Participant executes and delivers to the Company (and does not revoke) a general release of this RSU Award claims in a form satisfactory to the Company within 60 days following such termination (or such shorter period as to which may be specified by the vesting requirements of this Section 2 have been satisfied Company in accordance with applicable law), then all unvested RSUs shall immediately vest and shall be payable settled as soon as practicable after the date of such termination of employment in accordance with Section 5 hereof3 below, but in no event later than March 15 of the year following the year in which such date of termination occurs.
Appears in 1 contract
Samples: Restricted Share Unit Award Agreement (Digital Media Solutions, Inc.)
Vesting. Except as may otherwise be provided by Section 25Provided the Participant remains in continuous service with the Company through the applicable date or event:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, A number of RSUs equal to one-third (1/3) of the extent that Target Award Amount shall become vested on April 15th of each of the Performance Goals are satisfied as provided in Schedule A, and first three calendar years beginning after the Effective Date;
(ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if In the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination event of the Participant’s employment without Cause, death or (ii) the Disability or death a Company-initiated Termination of the Participant during the Restriction Period and prior Employment due to any termination of the Participant’s Disability, any RSUs that are subject to vesting under Section 3(a)(i) above, but not yet otherwise vested, will then become vested;
(iii) Upon the Participant becoming Retirement Eligible, any RSUs that are subject to vesting under Section 3(a)(i) above, but not yet otherwise vested, will then become vested; and
(iv) Upon a Double Trigger Termination, any RSUs that are subject to vesting under Section 3(a)(i) above, but not yet otherwise vested, will then become vested; provided that Participant executes a general release of claims against the Company and its affiliates in a form reasonably prescribed by the Company and that release becomes irrevocable within 45 days after such termination. If the Participant fails to timely satisfy this release requirement, all RSUs otherwise vesting under this Paragraph 3(a)(iv) shall be forfeited, and the Participant will have no further rights with respect thereto.
(v) Upon the Participant’s termination of employment with the Company or any SubsidiaryCompany, the number Participant will forfeit all RSUs subject to vesting under this Section 3 (and all rights with respect thereto) that have not become vested as of Restricted Stock Unitsor prior to such termination. In addition, if anythe termination is for Cause, payable under all RSUs subject to this RSU Award shall equal the number of Restricted Stock Units Section 3 (whether or not then vested) and any Shares underlying RSUs that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which have not yet been issued to the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall then be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be automatically forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Brandywine Operating Partnership, L.P.)
Vesting. Except The restrictions on transfer set forth in Section 2(b) hereof shall lapse as may otherwise be provided follows, subject to the continued employment of Participant by Section 25the Company:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Provided a Participant remains continuously employed by the Company or a Subsidiary until the consummation of an Initial Public Offering, 50% of the Restricted Stock shall be vested as of the Date of Grant. In addition, 16.7% of the remaining 50% of the Restricted Stock shall vest at the end of the Performance Period.
(b) Except as otherwise third, fourth and fifth years following the Date of Grant, provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant has remained continuously employed by the Company or any Subsidiary terminates prior to (or, following the end consummation of the Restriction PeriodBrookdale Senior Living Transaction, this RSU Award shall be immediately forfeited any successor thereto) as of each such date; provided that, upon the occurrence of a Change in its entirety.
(c) Upon (i) the Termination Control, 100% of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to Restricted Stock that is not vested at that time shall immediately vest.. Upon any termination of the Participant’s 's employment with the Company or prior to the occurrence of an Initial Public Offering, any Subsidiary, the number shares of Restricted Stock Unitspursuant to this Restricted Stock Agreement shall be immediately forfeited by the Participant and transferred to, if anyand reacquired by, payable under this RSU Award the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall equal thereafter have any further rights or interests in such shares of Restricted Stock. From and following the number occurrence of an Initial Public Offering, upon termination of the Participant's employment with the Company other than termination by the Company (or any successor) without Cause or by the Participant for Good Reason, any shares of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of restrictions on transferability described in this Section 2 shall not already have been satisfied lapsed shall be payable immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in accordance with Section 5 hereofsuch shares of Restricted Stock. Notwithstanding the foregoing, if the Participant's employment is terminated by the Company (or its successor) without Cause or by the Participant for Good Reason, then the Participant shall immediately vest in the percentage of the shares of Restricted Stock that would have vested on the anniversary of the Date of Grant next following the date of such termination, or, if that percentage is zero, then the percentage of Restricted Stock that would have vested on the anniversary of the Date of Grant following the date of such termination for which the vesting percentage is greater than zero.
Appears in 1 contract
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13All RSUs will be vested on the date of grant, other than those granted for annual service on the Restricted Stock Units Board, which shall vest on the one year anniversary of the Grant. If the Grantee is not a Director on the one-year anniversary of the Grant and the Grant is not otherwise vested under this RSU Award Agreement, then the Grant shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, be null and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodvoid.
(b) Except All units will vest upon a Change-in-Control as otherwise provided by Sections defined in paragraph 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretybelow.
(c) Upon A "Change in Control" shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred:
(i) any person who is or who becomes the Termination beneficial owner, directly or indirectly, of securities of the Participant’s employment without CauseCompany (not including in the securities beneficially owned by such person or any securities acquired directly from the Company or its affiliates) representing 31% or more of the combined voting power of the Company's then outstanding securities, or excluding any person who becomes a beneficial owner in connection with a non-control merger (as defined in paragraph (iii) below); or
(ii) the Disability or death following individuals cease for any reason to constitute a majority of the Participant during number of Directors then serving: individuals who, on the Restriction Period date hereof, constitute the Board and prior any new Director (other than a Director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to any termination a consent solicitation, relating to the election of Directors of the Participant’s employment with Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the Directors then still in office who either were Directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or;
(iii) A merger or consolidation of the Company or any Subsidiarydirect or indirect subsidiary of the Company is consummated with any other corporation, other than a merger or consolidation (a non-control merger") immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of Directors of the Company, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal entity surviving such merger or consolidation or any parent thereof; or
(iv) the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement stockholders of the Performance Goals as determined under Section 1(b)), multiplied by Company approve a fraction, (A) plan of complete liquidation or dissolution of the numerator of which shall be Company or an agreement is consummated for the number of days in the Restriction Period during which the Participant was continuously employed sale or disposition by the Company of all or substantially all of the Company's assets, other than a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed sale or disposition by the Company of all or a Subsidiary on the first day substantially all of the Restriction Period, Company's assets immediately following which the total number of days in individuals who comprise the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day Board immediately prior thereto constitute at least a majority of the Restriction Period. The remaining portion board of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeiteddirectors of the entity to which such assets are sold or disposed or any parent thereof.
(d) The Committee may, in its sole discretion, provide that, All RSUs shall vest upon the retirement death or Disability (as that term is defined in Section 22(e) of the Participant (as determined Internal Revenue Code) of the Grantee. Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by virtue of the Committee consummation of any transaction or series of integrated transactions immediately following which the record holders of the Stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in its sole discretion), an entity which owns all or part substantially all of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction assets of the Performance Goals as provided in Schedule A. Any Company immediately following such action by the Committee must be made in writing prior to the effective date transaction or series of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereoftransactions.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Wild Oats Markets Inc)
Vesting. Except as may otherwise The Phantom Shares shall be provided by subject to the terms and conditions set forth in this Section 25:2.
(a) Subject to compliance with Section 13Except as otherwise provided herein, 100% of the Restricted Stock Units under this RSU Award Phantom Shares shall vest only on __________ ___, 202_, (the “Vesting Date”) provided that the Grantee has not had a Termination of Service prior to such date.
(b) The following terms shall apply in the event of Termination of Service:
(i) except Subject to Section 2(b)(iv), in the event that, prior to the Vesting Date, the Grantee experiences a Termination of Service by the Company without Cause (as provided defined in the Employment Agreement) or a Termination of Service by the Grantee for Good Reason (as defined in the Employment Agreement), then, subject to Section 3 hereof5(k) of the Employment Agreement relating to execution of a release, to the extent that the Performance Goals are satisfied Phantom Shares otherwise would have vested during the 12 month period following the Grantee’s Termination of Service, 1 To be included for CEO and Co-CIOs only. such Phantom Shares shall vest as provided of the date of the Grantee’s Termination of Service. Notwithstanding the foregoing, in Schedule Athe event that in connection with the Grantee’s Termination of Service with the Company, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or is managed by an external manager pursuant to a Subsidiary until management and advisory contract and such external manager has provided the end Grantee with an offer of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days on economic terms that are at least substantially equivalent in form and economic substance (and not in the Restriction Period during which aggregate) to those provided to the Participant was continuously employed by the Company or a Subsidiary, Grantee immediately prior to such Termination of Service and (B) on terms that would not be deemed to trigger Good Reason (an offer of employment that meets the denominator requirements of which (A) and (B), a “Qualifying Offer”), then, regardless of whether the Grantee accepts such offer of employment, this Section 2(b)(i) shall have no effect and the Grantee shall not be entitled to receive the vesting described in this Section 2(b)(i) or Section 2(b)(iv).
(ii) In the event the Grantee experiences a Termination of Service on account of death or Disability (as defined in the Employment Agreement) prior to the Vesting Date, then the Phantom Shares shall become fully vested as of the date of the Grantee’s Termination of Service; provided that in the event of the Grantee’s Disability, such vesting shall be subject to Section 5(k) of the Employment Agreement relating to execution of a release.
(xiii) if In the Participant was employed event the Grantee experiences a Termination of Service on account of the Grantee’s voluntary resignation at a time when circumstances constituting Cause do not exist, and such Termination of Service is an Eligible Retirement (as defined below) then, subject to Section 5(k) of the Employment Agreement relating to execution of a release, the Phantom Shares shall become fully vested as of the date of the Grantee’s Termination of Service. For purposes of this Agreement, an “Eligible Retirement” means the Grantee’s Termination of Service without Good Reason and other than on account of death or Disability either (A) on or after age 65 or (B) on account of an Eligible Early Retirement. For purposes of this Agreement, “Eligible Early Retirement” means the Grantee’s Termination of Service prior to age 65 pursuant to a succession plan approved by the Board, which may include (but, for clarity would not necessarily require) the Grantee and the Company entering into a consulting or advisory agreement and the Grantee’s reasonable cooperation in providing transition services for a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day following termination of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide employment; provided that, upon the retirement of Executive provides the Participant Company with at least nine months prior written notice (or such shorter notice period as determined by the Committee Board in its sole discretion), all or part ) of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to Grantee’s termination of employment (and continues in active employment during such notice period) and the satisfaction Board approves such Termination of the Performance Goals Service as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.an Eligible Early Retirement.]2
Appears in 1 contract
Samples: Phantom Share Award Agreement (Mfa Financial, Inc.)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided in Sections 2(c)this Section 3, 2(dthe RSUs shall become vested in accordance with the following schedule, if as of each such date Employee has continuously served as an employee of the Company (or any of its direct or indirect wholly-owned Subsidiaries, as applicable) or 3 since the date hereof, if such that, subject to the Participant remains continuously employed by the Company or a Subsidiary until the end other terms and conditions of this Agreement, all of the Performance Period.RSUs shall be vested on [ ]: [ ] 25% [ ] of each of the three years thereafter, up to and including [ ] Additional 25%
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofin this Section 3, if the Employee’s employment of the Participant by with the Company (or any Subsidiary of its direct or indirect wholly-owned Subsidiaries, as applicable) terminates for any reason (including upon the death or disability of Employee prior to the end vesting of all or any portion of the Restriction PeriodRSUs awarded under this Agreement), this RSU Award such unvested portion of the RSUs shall immediately be immediately forfeited cancelled and Employee (and Employee’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in its entiretyand with respect to any such RSUs.
(c) Upon In addition to Section 3(a) above, upon a termination by the Company (ior any of its direct or indirect wholly-owned Subsidiaries, as applicable) without Cause (as defined in the Termination Employment Agreement) or by Employee with Good Reason (as defined in the Employment Agreement) of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the ParticipantEmployee’s employment with the Company (or any Subsidiaryof its direct or indirect wholly-owned Subsidiaries, as applicable) that also constitutes a “separation from service” within the meaning of Code Section 409A within twelve months following a Change in Control of the Company (a “Change in Control Termination”), the RSUs shall vest as follows: (i) if the Change in Control Termination occurs on or before [FIRST ANNIVERSARY OF GRANT DATE], 1/4th of the RSUs shall vest on the date of the Change in Control Termination, (ii) if the Change in Control Termination occurs after [FIRST ANNIVERSARY OF GRANT DATE] and on or before [SECOND ANNIVERSARY OF GRANT DATE], on the date of the Change in Control Termination a number of unvested RSUs (not to exceed the number of Restricted Stock Units, if any, payable under this RSU Award unvested RSUs as of immediately prior to the Change in Control Termination) shall vest that is equal to the product of (x) 1/48th of the RSUs and (y) the sum of the number of Restricted Stock Units that otherwise would be paid, if any, following full months passed between [GRANT DATE] and the Restriction Period (based on the achievement date of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be Change in Control Termination plus the number of days full months passed between [FIRST ANNIVERSARY OF GRANT DATE] and the date of the Change in the Restriction Period during which the Participant was continuously employed by the Company or a SubsidiaryControl Termination, and (B) the denominator of which shall be (xiii) if the Participant was employed by the Company or a Subsidiary Change in Control Termination occurs after [THIRD ANNIVERSARY OF GRANT DATE], on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion Change in Control Termination all remaining unvested RSUs shall vest (for the avoidance of this RSU Award as to which doubt, the vesting requirements of described in this Section 2 have been satisfied shall be payable 3(c) is in accordance with addition to, and not in lieu of, any vesting described in Section 5 hereof3(a) above).
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (GT Solar International, Inc.)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided in Sections 2(c)this Section 3, 2(d) or 3 the RSUs shall become vested in accordance with the following schedule, if as of each such date Director has continuously served as a director on the Board and/or on the board of directors of the Subsidiaries since the date hereof, if such that, subject to the Participant remains continuously employed by the Company or a Subsidiary until the end other terms and conditions of this Agreement, all of the Performance Period.RSUs shall be vested on [March , 2015]: [March , 2013] [1/3 RSU’s] [March , 2014] [1/3 RSU’s] [March , 2015] [1/3 RSU’s]
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofin this Section 3, if the employment of the Participant by Director’s directorship with the Company and/or its Subsidiaries terminates for any reason (including upon the death or any Subsidiary terminates disability of Director prior to the end vesting of all or any portion of the Restriction PeriodRSUs awarded under this Agreement), this RSU Award such unvested portion of the RSUs shall immediately be immediately forfeited cancelled and Director (and Director’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in its entiretyand with respect to any such RSUs.
(c) Upon In addition to Sections 3(a)-(b) above, upon a termination of Director’s directorship with the Company that also constitutes a “separation from service” within the meaning of Treas. Reg. § 1.409A-3(i)(5) within twelve months following a “Change in Control,” as defined below, of the Company (the “Change in Control Termination”), the RSUs shall vest as follows: (A) if the Change in Control Termination occurs on or before [March , 2013], [one-third] RSUs shall vest on the date of the Change in Control Termination; (B) if the Change in Control Termination occurs on any date from [March , 2013] up to and including [March , 2014], an additional one-third shall vest; and (c) if the Change in Control Termination occurs on any date from [March , 2014] up to and including [March , 2015], the remaining one-third RSUs shall vest. For purposes of this Agreement, (x) the term “Change in Control” means (i) the Termination consummation of any transaction or series of transactions resulting in a third party (or group of affiliated third parties) owning, directly or indirectly, securities of the ParticipantCompany possessing the voting power to elect a majority of the members of the Board (whether by merger, consolidation or sale or transfer of the Company’s employment without Cause, securities) or (ii) the Disability sale, transfer or death other disposition of all or substantially all of the Participant during the Restriction Period business and prior to any termination assets of the Participant’s employment with Company, whether by sale of assets, merger or otherwise (determined on a consolidated basis) to a third party (or group of affiliated third parties). Upon the Company or any Subsidiary, occurrence of a Change in Control Termination in the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, time period described in either clause (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) of the denominator first sentence of which this Section 3(c), the Board shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee maypermitted, in its sole discretion, provide thatto cause the Company to pay to Director in substitution for the vesting of Director’s RSUs and the delivery of Common Stock to Director under such circumstances and in respect of each share of Common Stock that would otherwise be issuable upon such vesting, upon the retirement cash in an amount per share of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Common Stock Units covered by this RSU Award shall be payable under this RSU Award, subject equal to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be price per share payable in accordance with Section 5 hereofthe Change in Control in respect of each issued and outstanding share of Common Stock.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (GT Advanced Technologies Inc.)
Vesting. Except Section 3 of each of the Agreements is amended by adding the following provisions at the end thereof: Notwithstanding the foregoing, in the event that Grantee’s Continuous Service is terminated by the Company (or its successor) without Cause or by Grantee for Good Reason (as may otherwise be provided by Section 25:
such terms is are defined in the Company’s Change in Control Retention Plan (athe “Retention Plan”) Subject to compliance with Section 13or Grantee’s Key Employee Retention Agreement (“KERA”), the Restricted Stock Units under this RSU Award shall vest only as applicable), either (i) except prior to a Change in Control (as provided defined in Section 3 hereofthe Retention Plan or the KERA, to as applicable), at a time at which the extent Compensation Committee determines that there is a reasonable likelihood that the Performance Goals are satisfied as provided Company will undergo a Change in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if Control within the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Causenext 12 months, or (ii) within 24 months after a Change in Control, then the Disability or death following provisions will apply:
(A) In the case of the Participant during the Restriction Period and prior to clause (i) above, any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of unvested Restricted Stock Units that otherwise would shall not be paidforfeited at the time Grantee’s Continuous Service is terminated, if anybut rather, following shall be retained by Grantee and shall remain unvested, with no further vesting, for a period of up to 12 months after Xxxxxxx’s Continuous Service. If a Change in Control occurs during such 12-month period, the Restriction Period (based on the achievement unvested Restricted Stock Units immediately shall become 100% vested as provided in Section 5(a) of the Performance Goals as determined under Retention Plan or Section 1(b)), multiplied by a fraction, (A5(a) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction PeriodKERA, as applicable. If no Change in Control occurs during such 12-month period, then the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) unvested Restricted Stock Units shall immediately be forfeited.
(dB) The Committee mayIn the case of clause (ii) above, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the any unvested Restricted Stock Units covered by this RSU Award shall not be payable under this RSU Awardforfeited at the time Grantee’s Continuous Service is terminated, subject to the satisfaction of the Performance Goals but rather, immediately shall become 100% vested as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date Section 5(a) of the Participant’s retirement. Any portion Retention Plan or Section 5(a) of this RSU Award the KERA, as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofapplicable.
Appears in 1 contract
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance earlier vesting in accordance with Section 13Sections 4 or 5 below, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to Shares will become vested on the extent that later of the third anniversary of the grant date or the date on which the Committee certifies the attainment of the Performance Goals are satisfied as provided (the “Vesting Date”) in Schedule A, accordance with the provisions of Section 3 below and subject to the provisions of subsections (b) and (iic) below. Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as otherwise provided in Sections 2(c)herein, 2(d) or 3 hereof, if the Participant remains continuously employed by shall be immediately forfeited upon Participant’s termination of employment with the Company or a Subsidiary until and its Subsidiaries. Subject to the end terms of the Performance PeriodPlan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements.
(b) Except In no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as otherwise provided by Sections 2(c)set forth in the Plan. The payout of vested Shares may be reduced, 2(d) or 3 hereofbut not increased, if based on the employment degree of the Participant attainment of such performance criteria as determined by the Company or any Subsidiary terminates prior Committee, in its sole discretion. To the extent unvested Shares are not paid to Participant pursuant to the end of the Restriction Periodimmediately preceding sentence, this RSU Award then such unvested Shares shall be immediately forfeited in its entiretyforfeited.
(c) Upon The maximum number of Shares that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a fair market value on the Vesting Date not to exceed:
(i) for each Participant (other than the Termination Chief Executive Officer of the Participant’s employment without CauseCompany), or one-half of one percent (ii0.5%) the Disability or death of the Participant during the Restriction Period and prior to any termination sum of the ParticipantCompany’s employment with total operating income for the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Performance Period (based on the achievement of the Performance Goals as determined under Section 1(b)calendar years 2014, 2015 and 2016), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretionaccordance with the Plan.
(ii) if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the limit specified in subsection (i) above shall be one and one-half percent (1.5%) of the Company’s total operating income for the Performance Period (calendar years 2014, 2015 and 2016), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action determined by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofthe Plan.
Appears in 1 contract
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided herein or in Sections 2(c), 2(d) or 3 hereofthe Plan, if the Participant remains continuously employed by the Company or a Subsidiary until through the end of applicable vesting date, the Performance Period.Restricted Share Units will vest in accordance with the following schedule: __________, 20__ 33.3% __________, 20__ 33.3% __________, 20__ 33.4%
(b) Except as otherwise provided by Sections 2(c)In the event that the Participant dies or terminates employment on account of Disability at any time after grant, 2(d) or 3 hereof, if all of the employment then-unvested Restricted Share Units granted under this Agreement will continue to vest through the Vesting Period. The rights of the Participant by (or the Company Participant’s estate or beneficiaries in the event of Participant’s death) in any Subsidiary terminates prior event described in this Section 3(b) shall become non-forfeitable only at such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 4 hereof had the end Participant not died or had his or her employment terminated on account of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyDisability.
(c) Upon (i) In the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of event the Participant’s employment with the Company or any Subsidiarysuccessor to the Company is terminated without Cause, or the number of Participant terminates his or her employment for Good Reason, within twelve (12) months after a Change in Control (and before the Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Share Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined have become vested under Section 1(b3(a), (b) or (c)), multiplied by a fraction, (A) the numerator Participant shall vest in all of which the Restricted Share Units granted under Section 2 of this Agreement and the Participant’s rights to such Restricted Share Units shall be become non-forfeitable as of the number of days in the Restriction Period during date on which the Participant was continuously employed by Participant’s employment with the Company or a Subsidiary, and (B) its successor is terminated. In the denominator of which shall be (x) if the Participant was employed event that this Award is not assumed by the Company or Acquiror in connection with a Subsidiary on the first day Change in Control, all of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal Restricted Share Units shall vest immediately prior to the Change in Control and shall settle immediately following the Change in Control (notwithstanding the longer period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest for settlement provided in accordance with this Section 2(c) shall immediately be forfeited4 below).
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals Except as provided in Schedule A. Any such action Section 3(b) or (c) above or as otherwise provided in any written agreement by and between the Committee must be made in writing Company and the Participant, if the Participant’s employment with the Company terminates for any reason prior to the effective date expiration of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied Vesting Period, all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable in accordance with Section 5 hereofto the Participant.
Appears in 1 contract
Samples: Restricted Share Unit Award Agreement (United Natural Foods Inc)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided in Sections 2(c)this Section 3, 2(dthe RSUs shall become vested in accordance with the following schedule, if as of each such date Employee has continuously served as an employee of the Company (or any of its direct or indirect wholly-owned Subsidiaries, as applicable) or 3 since the date hereof, if such that, subject to the Participant remains continuously employed by the Company or a Subsidiary until the end other terms and conditions of this Agreement, all of the Performance Period.RSUs shall be vested on [ ]: [ ] 25% [ ] of each of the three years thereafter, up to and including [ ] Additional 25%
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofin this Section 3, if the Employee’s employment of the Participant by with the Company (or any Subsidiary of its direct or indirect wholly-owned Subsidiaries, as applicable) terminates for any reason (including upon the death or disability of Employee prior to the end vesting of all or any portion of the Restriction PeriodRSUs awarded under this Agreement), this RSU Award such unvested portion of the RSUs shall immediately be immediately forfeited cancelled and Employee (and Employee’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in its entiretyand with respect to any such RSUs.
(c) Upon In addition to Section 3(a) above, upon a termination by the Company (ior any of its direct or indirect wholly-owned Subsidiaries, as applicable) without Cause (as defined in the Termination Employment Agreement) or by Employee with Good Reason (as defined in the Employment Agreement) of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the ParticipantEmployee’s employment with the Company (or any Subsidiaryof its direct or indirect wholly-owned Subsidiaries, as applicable) that also constitutes a “separation from service” within the meaning of Code Section 409A within twelve months following a Change in Control of the Company (a “Change in Control Termination”), the RSUs shall vest as follows: (i) if the Change in Control Termination occurs on or before [FIRST ANNIVERSARY OF GRANT DATE], 1/4th of the RSUs shall vest on the date of the Change in Control Termination, (ii) if the Change in Control Termination occurs after [FIRST ANNIVERSARY OF GRANT DATE] and on or before [SECOND ANNIVERSARY OF GRANT DATE], on the date of the Change in Control Termination a number of unvested RSUs (not to exceed the number of Restricted Stock Units, if any, payable under this RSU Award unvested RSUs as of immediately prior to the Change in Control Termination) shall vest that is equal to the product of (x) 1/48th of the RSUs and (y) the number of Restricted Stock Units that otherwise would be paid, if any, following full months passed between [GRANT DATE] and the Restriction Period (based on the achievement date of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days Change in the Restriction Period during which the Participant was continuously employed by the Company or a SubsidiaryControl Termination, and (B) the denominator of which shall be (xiii) if the Participant was employed by the Company or a Subsidiary Change in Control Termination occurs after [THIRD ANNIVERSARY OF GRANT DATE], on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion Change in Control Termination all remaining unvested RSUs shall vest (for the avoidance of this RSU Award as to which doubt, the vesting requirements of described in this Section 2 have been satisfied shall be payable 3(c) is in accordance with addition to, and not in lieu of, any vesting described in Section 5 hereof3(a) above).
Appears in 1 contract
Samples: Employment Agreement (GT Solar International, Inc.)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13the terms and conditions of this Agreement, the Restricted Stock Units PSUs shall be subject to a three-year performance period, consisting of the calendar years 20[18], 20[19] and 20[20] (the “Total Award Performance Period”), which is further subdivided into three annual performance periods, each of which are a single calendar year (each an “Annual Performance Period”). Except as otherwise provided below, following each Annual Performance Period, the number of PSUs earned shall be determined as provided in Appendix A (as determined under this RSU Award Appendix A, the “Earned PSUs”). Except as otherwise provided below, the number of Earned PSUs, if any, shall vest only become vested on the anniversary of the Date of Grant immediately following the last day of the Annual Performance Period with respect to which the Earned PSUs were earned (the “Vesting Date”) if the Participant’s employment or services with the Corporation and its Subsidiaries continues throughout the period beginning on the Date of Grant and ending on the Vesting Date.
(b) In the event that Participant’s employment or services with the Corporation and its Subsidiaries is terminated (i) except by the Corporation or a Subsidiary without Cause, (ii) by Participant for Good Reason, (iii) by reason of Participant’s death or (iv) by the Corporation or a Subsidiary on account of Participant’s Disability, in each case at any time between the Date of Grant and the second anniversary of the effective date of the Reorganization (as provided defined in Section 3 hereofthe Participant’s employment agreement with the Corporation, as amended), Participant shall be considered as remaining employed with the Corporation and its Subsidiaries throughout the period beginning on the Date of Grant and ending on the Vesting Date applicable to the extent third Annual Performance Period, for purposes of vesting in any Earned PSUs pursuant to Section 2(a) hereof.
(c) If, during the period that begins on the effective date of a Change in Control (as defined below) and ends on the twelve month anniversary of the effective date of the Change in Control, there is a termination of Participant’s employment or services with the Corporation and its Subsidiaries by the Corporation or a Subsidiary without Cause (other than as a result of Participant’s death or Disability) or by Participant for Good Reason (a “Qualifying Termination”), and such Qualifying Termination occurs on or before the Vesting Date of an Annual Performance Goals are satisfied Period, then the sum of the following amounts shall become fully vested upon the effective date of the Qualifying Termination (the total Target PSUs that vest pursuant to this Section 2(c) shall be referred to as provided in Schedule A“Earned Target PSUs”): (i) the Target PSUs attributable to any Annual Performance Period with respect to which the Qualifying Termination occurs prior to the Vesting Date applicable to such Annual Performance Period, and (ii) except for each Annual Performance Period with respect to which the Qualifying Termination occurs on or after the Vesting Date applicable to such Annual Performance Period in which the Earned PSUs for such Annual Performance Period (as otherwise provided in Sections determined under Appendix A) were less than the Target PSUs attributable to such Annual Performance Period (as set forth on Appendix A) each a, “Previously Vested Below Target Annual Performance Period”), an amount equal to the Target PSUs attributable to such Previously Vested Below Target Annual Performance Period (as set forth on Appendix A), less the Earned PSUs for such Previously Vested Below Target Annual Performance Period (as determined under Appendix A). For the avoidance of doubt, if Participant becomes eligible to receive Earned Target PSUs pursuant to this Section 2(c), 2(d) or 3 hereof, if Participant shall not be eligible to earn any Earned PSUs determined as provided in Appendix A with respect to any Annual Performance Period with respect to which the Participant remains continuously employed by Qualifying Termination occurs prior to the Company or a Subsidiary until the end of the Vesting Date applicable to such Annual Performance Period.
(bd) Except as otherwise provided by Sections 2(c)For purposes of this Agreement, 2(d) or 3 hereof, if “Change in Control” shall mean the employment occurrence of any of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.following:
Appears in 1 contract
Samples: Performance Stock Unit Award Agreement (CAESARS ENTERTAINMENT Corp)
Vesting. 3.1 Except as may otherwise be provided by Section 25:
in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, and further provided that any additional conditions and performance goals set forth in Appendix A (aattached hereto) Subject to compliance with Section 13have been satisfied, the Restricted Stock Units under this RSU Award shall will vest only (i) except and no longer be subject to any restrictions in accordance with the following schedule: Upon completion of the Performance Period as described in Appendix A As provided in Appendix A Once vested, the Restricted Stock Units become "Vested Units."
3.2 Except as provided in Section 3 hereofSections 3.3 and 3.4 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant's Termination of Service for any reason at any time before all of his or her Restricted Stock Units have vested, the Participant's unvested Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the extent that Participant under this Agreement.
3.3 If the Performance Goals are satisfied Participant’s Termination of Service occurs as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed a result of a Termination of Service by the Company without Cause [or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited for Good Reason (as such term is defined in its entirety.
(c) Upon (i) the Termination of the Participant’s written employment without Causeagreement with the Company)], or (ii) the Disability or death a pro-rated portion of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (shall remain outstanding and eligible to vest based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on actual performance through the last day of the Restriction Performance Period. The remaining portion , based on the number of this RSU Award days during the Performance Period that does not vest in accordance with this Section 2(c) shall immediately be forfeitedthe Participant was employed.
3.4 If, within the twelve (d12) The Committee maymonth period following a Change in Control, in its sole discretion, provide that, upon the retirement Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause [or by the Participant for Good Reason (as determined by such term is defined in the Committee in its sole discretionParticipant’s written employment agreement with the Company)], all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to immediately become vested based on actual performance through the satisfaction Termination of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofService date.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Americold Realty Trust)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Performance Units awarded under this Agreement, as calculated in accordance with Section 134, and his rights to such vested Performance Units shall become nonforfeitable as of the Restricted Stock Units under this RSU Award shall vest only (i) except last day of the Performance Period, subject to Section 6 below. [Except as provided in Section 3 hereof[3(b) or (c)] below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Goals are satisfied Period, any Performance Units awarded under this Agreement that do not vest, as provided calculated in Schedule Aaccordance with Section 4, shall be canceled immediately and shall not be payable to the Participant.] Prior to the payment of any Performance Units, the Committee shall certify in writing (iiwhich may be set forth in the minutes of a meeting of the Committee) except as otherwise provided in Sections 2(c), 2(dthe extent to which the Performance Criteria and all other material terms of this Agreement have been met.
(b) or 3 hereof, if [In the event the Participant remains continuously employed by dies or becomes disabled (within the Company or a Subsidiary until meaning of Section 22(e) of the Code) before the end of the Performance Period.
, the Participant shall vest in the Performance Units granted under Section 2 of this Agreement [(b) Except and, for the avoidance of doubt, no additional Performance Units in which the Participant may be entitled to vest in accordance with the Performance Criteria)] and his rights to such vested Performance Units shall become nonforfeitable as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretydate on which his employment is terminated.]
(c) Upon (i) [In the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of event the Participant’s employment with the Company or any Subsidiaryof its Subsidiaries is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Performance Units have become vested under Section 3(a), the number of Restricted Stock Units, if any, payable under this RSU Award Participant shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of vest in the Performance Goals as determined Units granted under Section 1(b))2 of this Agreement [(and, multiplied by a fractionfor the avoidance of doubt, (A) the numerator of which shall be the number of days no additional Performance Units in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall may be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal entitled to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) the Performance Criteria)] and his rights to such vested Performance Units shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement become nonforfeitable as of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to on which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofhis employment is terminated.]
Appears in 1 contract
Samples: Performance Unit Agreement (United Natural Foods Inc)
Vesting. Except as may otherwise be specifically provided by Section 25in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows:
a. Fifty percent (a50%) Subject to compliance with Section 13, of the Restricted Stock Units under this RSU Award Awarded Shares shall vest only (i) except as provided in Section 3 hereofon the first date, to the extent if any, that the Performance Goals are satisfied as Total Enterprise Value equals or exceeds the First TEV Threshold, provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon that (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was is employed by the Company or a Subsidiary on such date and (ii) such date occurs on or before the first day sixth (6th) anniversary of the Restriction Period, Date of Grant.
b. Fifty percent (50%) of the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning Awarded Shares shall vest on the first day of date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided that (i) the Participant is employed by the Company or a Subsidiary on such continuous employment date and ending (ii) such date occurs on or before the last day sixth (6th) anniversary of the Restriction PeriodDate of Grant. The remaining portion Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this RSU Award that Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not vest in accordance with this Section 2(c) shall substitute its own restricted shares, then immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s retirement. Any portion Termination of this RSU Award as to which Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service (but no later than the sixth (6th) anniversary of the Date of Grant) and shall remain eligible for vesting requirements of this Section 2 have been satisfied shall be payable in accordance with this Section 5 hereof3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Paycom Software, Inc.)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Except as otherwise provided in this Section 133, the shares of Unvested Restricted Stock Units under this RSU Award shall vest and become Vested Restricted Stock on __________, only if and to the extent (i) except as provided the Participant remains in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule AContinuous Service through ___________, and (ii) except the Company attains the performance goals during the performance period ending _____________, as otherwise provided in Sections 2(c)set forth on Appendix A hereto (the “Performance Goals”) and as certified by a written determination of the Compensation Committee of the Board of Directors of the Company. The Compensation Committee shall make its certification before ___________. No vesting shall occur for performance below Threshold and the full number of share shall vest for performance that is equal to or greater than Maximum, 2(d) or 3 hereof, if as set forth on Appendix A. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodshall have no rights with respect to such Unvested Restricted Stock.
(b) Except In the event that the Participant’s employment is terminated as otherwise provided by Sections 2(ca result of death or Disability, at any time between the Grant Date and ____________, the Participant shall vest in the Restricted Stock at Target (as set forth in Appendix A), 2(d) or 3 hereofregardless of whether the Performance Goals are attained, if the employment with such vesting occurring as of the day before the termination of employment. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant by the Company or any Subsidiary terminates prior shall have no rights with respect to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretysuch Unvested Restricted Stock.
(c) Upon (i) In the Termination event the Participant’s employment terminates prior to ______________, by reason of the non-renewal of the Term of the Employment Agreement by the Company, whether at the end of the current Term or any extended Term of the Employment Agreement, to the extent the Performance Goals are attained as set forth on Appendix A, the Participant shall be entitled to vest in the Restricted Stock in a pro-rated amount based on the date of the Participant’s employment termination of employment, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Restricted Stock which do not vest shall immediately and without Cause, or (ii) the Disability or death of notice be forfeited and the Participant during the Restriction Period and prior shall have no rights with respect to any termination of the Participant’s employment with the Company or any Subsidiary, the number of such Unvested Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedStock.
(d) The Committee mayIn the event the Participant’s employment terminates prior to _______________, in its sole discretion, provide that, upon by reason of the retirement Company’s termination of the Participant (without Cause or the Participant’s termination of employment for Good Reason, to the extent the Performance Goals are attained as determined by set forth on Appendix A, the Committee Participant shall be entitled to vest in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Awardin accordance with Section 3(a) above without any reduction or limitation as a result of said prior termination, subject to the satisfaction Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock.
(e) In the event there is a Change of Control, as defined in the Plan, then the Participant shall vest in the Restricted Stock at Target as of the Performance Goals effective date of any such Change of Control; provided that (i) if the Participant has previously been terminated from employment as provided in Schedule A. Any such action by described under Section 3(c) and the Committee must be made in writing Change of Control occurs prior to the effective vesting of unvested Restricted Stock provided for under Section 3(c), the Participant shall vest in the Restricted Stock in a pro-rated amount at Target based on the date of the Participant’s retirementtermination of employment, and any other rights in respect of the vesting of Unvested Restricted Stock under Section 3(c) shall be cancelled and of no further force and effect, and (ii) if the Participant has previously been terminated from employment as described under Section 3(d) and the Change of Control occurs prior to the vesting of Unvested Restricted Stock provided for under Section 3(d), then the Participant shall vest in the Restricted Stock at Target as of the effective date of any such Change of Control, and any other rights in respect of the vesting of Unvested Restricted Stock under Section 3(d) shall be cancelled and of no further force and effect. Any The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock.
(f) In the event the Participant’s employment is terminated for Cause or if the Participant terminates his/her employment without Good Reason, all Unvested Restricted Stock shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock.
(g) Except as is provided in Section 9 of the Plan, any adjustment to an award of Restricted Stock pursuant to Section 9 of the Plan shall not change the ratio of Unvested Restricted Stock to Vested Restricted Stock.
(h) If the Participant is entitled to vest in a pro-rata portion of this RSU Award as the Restricted Stock, the number of shares of Unvested Restricted Stock which vest shall be determined by multiplying the number of shares eligible to vest based on attainment of Performance Goals by a fraction, the numerator of which is the number of days elapsed between the ___________, and the date of the termination of employment, and the denominator of which is ________. For example, if the vesting requirements based on attainment of this Section 2 have been satisfied shall Performance Goals is determined to be payable in accordance with Section 5 hereofat Target and the Participant completed 100 days of Continuous Service from ___________, the pro-rata vested amount would be equal to the number of shares vested at Target (as provided on Appendix A) times (100 divided by _______).
Appears in 1 contract
Samples: Restricted Stock Award Agreement (National Retail Properties, Inc.)
Vesting. Except This RSU Award shall vest, as may otherwise be provided by Section 25follows:
(a) Subject to compliance with Section 13On the third anniversary of the Date of Grant (the “Vesting Date”), the Restricted Stock Units under this RSU Award shall vest only (i) except as vest, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until beginning on the end Date of Grant and ending on the Performance Period.
(b) Vesting Date. Except as otherwise provided by Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction PeriodVesting Date, this RSU Award shall be immediately forfeited in its entirety. The three-year vesting period described in this Section 2(a) shall be referred to herein as the “Restriction Period.”
(cb) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant Participant, during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, a portion of the number of Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), covered by this Agreement multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(dc) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. vest. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of Restricted Stock Units associated with this RSU Award as to which the vesting requirements requirement of this Section 2 have has been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Pepco Holdings Inc)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject The Performance-Based Units (if any) that are earned pursuant to compliance this Award Agreement shall become vested and nonforfeitable provided that the Grantee remains in the continuous employment or other service of the Company and its Subsidiaries through the date on which payment of the Performance-Based Units is made, except as otherwise provided herein.
(b) Notwithstanding Section 4(a), if the Grantee’s continuous employment or other service with Section 13the Company and its Subsidiaries terminates prior to the payment of the Performance-Based Units as a result of the Grantee’s death, a pro rata portion of the Performance-Based Units shall become vested, determined by multiplying the target number of Performance-Based Units by a fraction, the Restricted Stock numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date and the denominator of which is 1096.
(c) Notwithstanding Section 4(a), if the Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the payment of the Performance-Based Units under this RSU Award shall vest only (i) except as provided a result of the Grantee’s Disability or Retirement (defined as the Grantee’s voluntary termination of employment with the consent of the Administrator (or the Administrator’s delegate) at or after age 60 with at least five years of service with the Company and its Subsidiaries) or (ii) if the Grantee is a participant in the Company’s Executive Severance Plan, under any other circumstances that would entitle the Grantee to the accelerated vesting of an equity or equity-based award pursuant to the terms of such plan, a pro rata portion of the Performance-Based Units shall become vested, determined by multiplying the number of Performance-Based Units that would have been earned pursuant to Section 2 and Section 3 hereof, based upon actual achievement of the applicable Performance Goals if the Grantee had remained in the continuous employment or other service of the Company and its Subsidiaries through the last day of the Performance Period, by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date and the denominator of which is 1096.
(d) In the event of a Change in Control prior to the extent that payment of the Performance Goals Performance-Based Units:
(i) If the Performance-Based Units are satisfied as provided honored, assumed or substituted in Schedule Athe form of an Alternative Award, and the Grantee’s continuous employment or other service with the Company and its Subsidiaries is terminated after the Change in Control and prior to the payment of the Performance-Based Units (iiA) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (iiB) if the Disability Grantee is covered by a severance plan, employment agreement or death offer letter with the Company or a Subsidiary that provides for severance benefits in the event of a termination by the Participant during Grantee for Good Reason, by the Restriction Period Grantee for Good Reason, then the Performance-Based Units, to the extent not previously vested or forfeited, will vest, without pro ration and prior to any effective upon such termination of the ParticipantGrantee’s employment with the Company or and its Subsidiaries, as follows: (x) with respect to any SubsidiaryPerformance Period completed prior to the date of such termination of employment, the number of Restricted Stock UnitsPerformance-Based Units earned pursuant to Section 2 and Section 3 hereof, if anyshall be based upon actual achievement of the applicable Performance Goals with respect to such Performance Period, payable under this RSU Award shall equal and (y) with respect to any Performance Period not completed prior to the date of such termination of employment, the number of Restricted Stock Performance-Based Units that otherwise would earned pursuant to Section 2 and Section 3 hereof shall be paid, if any, following the Restriction Period (based on the achievement of determined as though the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) were satisfied at the numerator target level of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedperformance.
(dii) The Committee mayIf the Performance-Based Units are not honored, assumed or substituted in its sole discretion, provide that, upon the retirement form of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU an Alternative Award, subject to then the satisfaction target number of the Performance Goals as provided Performance-Based Units will vest in Schedule A. Any full, without pro ration, effective upon such action by the Committee must be made Change in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements Control.
(e) For purposes of this Section 2 4, the continuous employment or other service of the Grantee with the Company and its Subsidiaries shall not be deemed to have been satisfied interrupted, and the Grantee shall not be payable in accordance with Section 5 hereofdeemed to have ceased to be an Employee of the Company and its Subsidiaries, by reason of the transfer of his or her employment or other service among the Company and its Subsidiaries.
Appears in 1 contract
Samples: Performance Based Unit Award Agreement (Veritiv Corp)
Vesting. Except as may otherwise be provided by Section 25:
A. The Participant shall have a nonforfeitable right to a portion of this Award (a) Subject to compliance with Section 13such portion, the Restricted Stock Units under vested portion) only upon the dates described in this RSU Section 2, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall vest only (i) except as provided in Section 3 hereof, to become vested on the extent that vesting date unless the Performance Goals are satisfied as provided in Schedule AParticipant is then, and (ii) since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then-outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if this Agreement and the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance PeriodPlan.
B. This Award will become vested in the following installments (b) the “Vesting Period”):
C. Except as otherwise provided by Sections 2(c)in the Plan, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any upon termination of the Participant’s employment with the Company and its Affiliates for any reason, any portion of this Award that is not then vested will promptly terminate, except as follows:
(1) any portion of this Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the Participant’s death or Disability; and
(2) any Subsidiaryportion of this Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested for fifty percent (50%) of the number of Restricted Stock Units, if any, payable under this RSU Award shall equal shares covered by such unvested portion and for an additional ten percent (10%) of the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement shares covered by such unvested portion for every full year of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed employment by the Company or a Subsidiaryand its Affiliates beyond ten (10) years, up to the remaining amount of the unvested portion of this Award. For the avoidance of doubt, Retirement means the Participant’s termination from the Company and its Affiliates after reaching age 55 with ten (B10) the denominator full years of which shall be (x) if the Participant was employed by service with the Company or a Subsidiary on the first day of the Restriction Periodits Affiliates, the total number of days in the Restriction Periodbut not including any termination For Cause or any termination for insufficient performance, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in Company and its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject Affiliates.
D. Notwithstanding anything herein to the satisfaction contrary, any portion of the Performance Goals as provided in Schedule A. Any such action this Award held by the Committee must be made in writing a Participant or a Participant’s permitted transferee immediately prior to the effective date cessation of the Participant’s retirement. Any portion employment For Cause shall terminate at the commencement of this RSU Award as to which business on the vesting requirements date of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofsuch termination.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Biogen Idec Inc.)
Vesting. 3.1 Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c)this Section 3, 2(d) or 3 hereofthe Phantom Stock Units subject to this grant shall become unrestricted and vested pro rata on each of the first four anniversaries of the Grant Date, if provided the Participant remains continuously is then employed by the Company and/or one of its Subsidiaries or a Subsidiary until the end of the Performance PeriodAffiliates.
(b) 3.2 Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofin this Section 3, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates for any reason prior to the vesting of all or any Subsidiaryportion of the Phantom Stock Units awarded under this Agreement, such unvested Phantom Stock Units shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such unvested Phantom Stock Units.
3.3 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s Disability, any unvested Phantom Stock Units subject to this grant shall become unrestricted and vested in full immediately upon the Participant’s termination date. For purposes of this Agreement, “Disability,” if the Participant is a party to an employment agreement, shall have the same meaning as in such employment agreement, otherwise, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a doctor selected in good faith by the Company or the relevant Subsidiary or Affiliate.
3.4 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s death, any unvested Phantom Stock Units shall become vested as of the date of any such termination.
3.5 If, prior to the occurrence of a Change in Control, the Participant’s employment is terminated by the Company and/or its Subsidiaries or Affiliates, the Phantom Stock Units will become vested on a pro rata basis as defined herein if and only if the Participant is a Severance Eligible Participant; i.e., if the Participant is eligible for severance from the Company under the terms of: (a) the Participant’s employment agreement (if any); or (b) the terms of an applicable Company separation pay plan in force at the time of the Participant’s termination. The Phantom Stock Units of Severance Eligible Participants shall vest as follows:
3.5.1 A pro rata amount of any unvested Phantom Stock Units as described in Section 3.1 above shall vest in a percentage equal to: the number of full months in which the Participant was employed from the Grant Date to the Participant’s termination date, plus the number of full months in the Participant’s severance period (i.e., the number of Restricted Stock Unitsmonths’ salary which constitute the Participant’s severance payments), if any, payable under this RSU Award shall equal divided by the number of Restricted full months between the Grant Date and the scheduled vesting date. The pro rata portion of the Phantom Stock Units that otherwise would be paidshall vest immediately upon the Participant’s termination date.
3.6 If the Participant’s employment is terminated by the Company and/or its Subsidiaries or Affiliates for any reason other than “Cause” or if the Participant terminates employment with Company and/or its Subsidiaries or Affiliates for “Good Reason” (as such terms are defined herein), if any, in each case at any time following the Restriction Period (based occurrence of a Change in Control, the Phantom Stock Units will become vested on the achievement a pro rata basis as defined herein.
3.6.1 A pro rata amount of the Performance Goals any unvested Phantom Stock Units as determined under described in this Section 1(b)), multiplied by 3.6 shall vest in a fraction, (A) the numerator of which shall be percentage equal to: the number of days in the Restriction Period during which the Participant was continuously employed during the 2012 calendar year divided by 365. The pro rata portion of the Company or a SubsidiaryPhantom Stock Units shall vest immediately upon the Participant’s termination date. For the sake of clarity, if the Participant’s employment is terminated pursuant to this Section 3.6 following the 2012 calendar year, any unvested Phantom Stock Units subject to this grant shall become unrestricted and (B) vested in full immediately upon the denominator Participant’s termination date.
3.7 For purposes of which shall be (x) this Agreement, “Cause” and “Good Reason”, if the Participant was employed by is a party to an employment agreement or a Company severance plan as in effect on the Grant Date, shall have the same meaning as in such (i) employment agreement, or, if none, (ii) the separation pay plan as in effect on the Grant Date, otherwise, “Cause” and “Good Reason” shall be defined herein.
3.7.1 For purposes of this Agreement, “Cause” shall be defined as (i) the continued failure to perform the Participant’s duties to the Company or consistent with Participant’s position after written notice from the Company, (ii) a Subsidiary on the first day conviction of the Restriction Period, the total number of days in the Restriction Perioda felony, or (yiii) in all other casesthe Participant’s performance of any material act of theft, embezzlement, fraud or dishonesty. No such determination of Cause shall be made until the total number of days within Participant has been given written notice detailing the Restriction Period equal to the specific Cause event and a period of time beginning on the first day 30 days following receipt of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(cnotice to cure such event (if susceptible to cure) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofCompany.
Appears in 1 contract
Vesting. Except The Units will vest as may otherwise be provided by Section 25in (a) through (c) below:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent Provided that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end through such date, [X%] of the Performance Period.Units will vest on [INSERT VESTING DATE(S)], with the number of Shares of Common Stock (if any) issuable to the Participant with respect to such Units to be determined at the time and in accordance with the performance metrics set forth in Exhibit A;
(b) Except as otherwise provided by Sections 2(c), 2(d) 100% of the Units will vest upon the death or 3 hereof, if the employment permanent disability of the Participant on or before the date the Participant would have become vested in the Units pursuant to paragraph (a) above. The Participant shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period and if he is entitled to long-term disability benefits under the Company’s long term disability plan, as determined by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.long term disability carrier;
(c) Upon (i) the Termination 100% of the Participant’s employment without Cause, or (ii) the Disability or death Units will vest as of the Participant during the Restriction Period and prior to any termination last day of the Participant’s employment with the Company on or any Subsidiary, before the number of Restricted Stock Units, if any, payable under this RSU Award shall equal date the number of Restricted Stock Units that otherwise Participant would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days have become vested in the Restriction Period during which Units pursuant to paragraph (a) above in the Participant was continuously employed event that the Participant’s employment is terminated by the Company without Cause or the Participant resigns for Good Reason, in each case within thirty-six months after the effective date of a Subsidiary, Change in Control (regardless of whether such event also constitutes a Reorganization Event (as defined in the Plan)) and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day effective date of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest Change in accordance with this Section 2(c) shall immediately be forfeitedControl.
(d) The Committee mayFor purposes of this Agreement, in its sole discretion, provide that, upon “Cause” and “Good Reason” shall each have the retirement meaning set forth as of the date hereof in the employment agreement previously entered into between the Participant (as determined by and the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirementCompany. Any portion For purposes of this RSU Award as Agreement, a “Change in Control” means an event or occurrence set forth in one or more of paragraphs (i) to which the vesting requirements (iv) below (including an event or occurrence that constitutes a Change in Control under one of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.such subsections but that is specifically exempted under another such subsection):
Appears in 1 contract
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13subsections 3(b) and 3(c), as of each of the following Vesting Dates, Restricted Stock Units under this RSU Award shall vest only (i) except become Vested Restricted Stock in such amounts and as of such Vesting Dates as are set forth below, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains is continuously employed by the Company or a Subsidiary until from the end Date of Grant through the Performance PeriodVesting Date: (i) Twenty percent (20%) as of January 1, 20__; (ii) Twenty percent (20%) as of January 1, 20__; (iii) Twenty percent (20%) as of January 1, 20__; (iv) Twenty percent (20%) as of January 1, 20__; and (v) Twenty percent (20%) as of January 1, 20__.
(b) Except In the event that Participant’s employment is terminated as otherwise provided by Sections 2(c), 2(d) a result of death or 3 hereof, if the employment of the Participant Disability or is terminated by the Company without Cause, Participant shall vest in any portion of the Restricted Stock that remains unvested as of the day before the termination of employment. In the event the Company is merged into or consolidated with another Company under circumstances where the Company is not the surviving company, or if the Company is liquidated, or sells or otherwise disposes of substantially all of its assets to another company, then Participant shall vest in any Subsidiary terminates prior portion of the Restricted Stock that remains unvested as of the effective date of any such merger, consolidation, liquidation or sale, unless provisions are made in connection with such transaction for the continuance of the Plan and/or the assumption or substitution of this Restricted Stock Award, with appropriate adjustments as to the end number and kind of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyshares.
(c) Upon In the event that Participant (i) the Termination of the Participant’s employment without Cause, or Retires and (ii) meets the Disability or death Retirement Vesting Criteria , Participant shall vest in any portion of the Participant Restricted Stock that remains unvested as of the Retirement Date on the expiration of the Revocation Period. [*** Note: delete retirement language from award agreements where the employee will not achieve the retirement age during the Restriction Period and prior to any termination term of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.award agreement ***]
(d) The Committee mayIn the event Participant incurs a termination of employment other than as described in subsection 3(b) or in subsection 3(c) above, all Unvested Restricted Stock shall immediately and without any notice or other action required by any person be forfeited and cancelled, and Participant shall have no rights or interests with respect to such Unvested Restricted Stock.
(e) Except as is provided in its sole discretion, provide that, upon the retirement Section 9 of the Participant (as determined by the Committee in its sole discretion)Plan, all or part any adjustment to an award of Restricted Stock pursuant to Section 9 of the Plan shall not change the ratio of Unvested Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofVested Restricted Stock.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (National Retail Properties, Inc.)
Vesting. Except as may Subject to the terms and conditions of this Agreement and the Plan and unless otherwise be provided by Section 25:
forfeited pursuant to section 3,4 the RSUs shall vest (that is, the Restricted Period with respect thereto shall terminate) pursuant to the Vesting Schedule; provided, however, that the unvested RSUs shall vest in full during the Vesting Period on the date, (a) Subject to compliance with Section 13, immediately preceding the Restricted Stock Units under this RSU Award shall vest only (i) except effective date of Retirement as provided determined by the Committee in Section 3 hereof, relation to the extent that the Performance Goals are satisfied as provided in Schedule RSUs: either (A, ) after reaching age 70 or (B) after reaching age 55 and (ii) except as otherwise provided in Sections 2(c), 2(d) having been employed or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant engaged by the Company or any Subsidiary terminates prior to for 15 years (provided that, if the end of Recipient retires after reaching age 56, for each year after age 55, the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with Recipient may work one year less for the Company or any Subsidiary, the number of Restricted Stock Unitsas applicable, if any, payable and still be qualified for Retirement under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period sub-section (based on the achievement of the Performance Goals as determined under Section 1(b)B)5), multiplied by a fraction, (Ab) immediately preceding the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction PeriodDisability, or (yc) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to preceding the effective date of the Participant’s retirementtermination of or Subsidiary (which, whenever used in this Agreement, includes any such without Cause,6 or by the Recipient for a Good Reason,7 in either case only in connection with or within 24 months following a Sale Event.8 4 For example, pursuant to section 3, b Company or any Subsidiary is terminated by the Recipient for any reason, or (II) if the Recipient retires, dies or becomes Disabled, the RSUs shall be forfeited in their entirety and no distribution or payment of any amount under such RSUs shall ever be made to the Recipient. Any portion 5 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the RSU Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the RSU Shares. 6 Cause means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of this RSU Award as the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the vesting requirements Recipient and the Company or the Subsidiary that employs or engages the Recipient are parties or of this Section 2 any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may have been satisfied ity to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall be payable have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. 7 A Good Reason the occurrence of any of the following events: (i) a material adverse change in accordance with Section 5 hereof.the functions, duties or ition (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom , (ii) the relocation of the Company or Subsidiary office at which the Recipient is principally located immediately prior to a Sale Event (the own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan area of the Original Office), or immediately prior to a Sale Event; provided, however, that, within 90 days of the incident that provides the basis for a Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. 8 Sale Event he Company or the Subsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to one or more unrelated persons or entities, (ii) a Change in Control, or (iii) the sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the
Appears in 1 contract
Samples: Time Based Restricted Stock Unit Agreement (Simpson Manufacturing Co., Inc.)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13in paragraph 2(c), the Participant’s interest in the Restricted Stock Units under this RSU Award shall vest only (i) except as provided and become non-forfeitable on the first date that one of the requirements in Section 3 hereof, to the extent that the Performance Goals following sentence is satisfied. The requirements of this sentence are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by in the continuous employ of the Company or a Subsidiary an Affiliate from the Date of Award until the end earliest of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination third anniversary of the Date of Award, (ii) the date of the Participant’s death, (iii) the date of termination of the Participant’s employment without Causeon account of Disability, or (iiiv) the Disability or death date of a Change in Control. In addition, except as provided in paragraph 2(c), a portion of the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable on the date of termination of the Participant’s employment by the Company without Cause (“Involuntary Termination”), if the date of Involuntary Termination precedes the occurrence of any of the events specified in clauses (i) through (iv) of the preceding sentence. In such event, the number of Restricted Stock Units that shall vest upon an Involuntary Termination shall be prorated (rounded up to the nearest whole unit) based on the ratio of the number of calendar months (rounded up to the nearest whole month) that the Participant during has remained in the Restriction Period continuous employ of the Company or an Affiliate from the Date of Award through the date of the Involuntary Termination to a 36-month vesting period. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and prior the Participant shall have no further rights with respect to any the Restricted Stock Units, upon the termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of and its Affiliates other than with respect to Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals become vested as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date result of the Participant’s retirementdeath or Involuntary Termination or on account of Disability. Any portion For purposes of this RSU Award Agreement, the Participant’s termination of employment by the Company will be deemed to be an involuntary termination without “Cause” unless prior to such termination of employment the Committee determines that the Participant engaged in a Prohibited Activity (as to which the vesting requirements of this Section 2 have been satisfied shall be payable defined in accordance with Section 5 hereofparagraph 2(c).
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Alliance One International, Inc.)
Vesting. Except as may otherwise specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as set forth below. Any Awarded Shares that become vested in accordance with this Section 3 shall be provided by referred to as “Vested Shares” and any Awarded Shares that, at the particular time of determination, have not become vested in accordance with this Section 253 shall be referred to as “Non-Vested Shares.”
a. The Tranche A Shares shall vest as follows:
i. [ ] percent (a[ ]%) Subject to compliance with Section 13, of the Restricted Stock Units under this RSU Award total Tranche A Shares shall vest only on the [[first (i1st) except as anniversary of the Date of Grant]/[Initial Vesting Date]], provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and Participant is employed by (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company is a Contractor or a Subsidiary until the end of the Performance Period.
(ban Outside Director, is providing services to) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day that date; and
ii. The remaining [ ] percent ([ ]%) of the Restriction PeriodTranche A Shares shall vest on the [[second (2nd) anniversary of the Date of Grant]/[first (1st) anniversary of the Initial Vesting Date]], provided the total number Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.
b. The Tranche B Shares shall vest as follows:
i. Fifty percent (50%) of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning Tranche B Shares shall vest on the first day date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided that (A) the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date and (B) such date occurs on or before the sixth (6th) anniversary of such continuous employment and ending the Date of Grant; and
ii. Fifty percent (50%) of the Tranche B Shares shall vest on the last day first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided that (A) the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date and (B) such date occurs on or before the sixth (6th) anniversary of the Restriction PeriodDate of Grant. The remaining portion Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this RSU Award that Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not vest in accordance with this Section 2(c) shall substitute its own restricted shares, then immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied such Change in Control, all Awarded Shares not previously vested shall be payable in accordance with Section 5 hereofthereupon immediately become fully vested.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Paycom Software, Inc.)
Vesting. (a) Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13herein, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, one-third of the RSUs (rounded down to the extent that nearest whole Share) shall become vested on the Performance Goals are satisfied as provided in Schedule Afirst anniversary of the Grant Date, and (ii) except as otherwise provided one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become vested on the third anniversary of the Grant Date, in Sections 2(cthe case of each of clauses (i), 2(d(ii) or 3 hereofand (iii), if subject to Participant not having incurred a Termination of Employment prior to the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodapplicable vesting date.
(b) Except as otherwise provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment, any unvested RSUs shall be forfeited by Sections 2(c), 2(d) or 3 hereofParticipant without consideration therefor. Notwithstanding the foregoing, if the employment Participant incurs a Termination of the Participant Employment (i) as a result of termination by the Company or any Subsidiary terminates prior its Affiliate without Cause, subject to the end Participant having served as an employee of the Restriction Period, this RSU Award shall be immediately forfeited in Company or its entirety.
(c) Upon (i) the Termination of the Participant’s employment without CauseAffiliate for at least one year, or (ii) due to Participant’s death or Disability, any unvested RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the Disability or death next vesting date shall vest pro-rata as of the Participant during the Restriction Period and prior to any termination date of the Participant’s employment Termination of Employment, with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal RSUs vesting to be determined by multiplying the number of Restricted Stock Units unvested RSUs that otherwise would be paid, if any, following the Restriction Period (based have vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied next vesting date by a fraction, (A) the numerator of which shall be is the number of days in between the Restriction Period during which prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the Participant was continuously employed by the Company or a Subsidiary, date of Participant’s Termination of Employment and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedis 365.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (NMI Holdings, Inc.)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part discretion (subject to Section 6 of the Restricted Plan) or as otherwise provided in this Section 3 or Section 8, the vesting of RSUs covered hereby shall be subject to the Employee’s continued employment with or other provision of services to the Company or a subsidiary or affiliate through the applicable Vesting Date. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. The Employee shall be eligible to vest in one-third of the shares of Common Stock Units covered by this RSU Agreement as set forth in the Award Summary on each of December 31, 2023, December 31, 2024 and December 31, 2025 (each, a “Vesting Date”). Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the RSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be payable under this RSU Awardassumed by the successor company (or its parent company) and remain outstanding and thereafter the vesting of such RSUs, and any dividend equivalents with respect thereto, shall be subject to Employee’s continued employment with or provision of services to the satisfaction of the Performance Goals Company or a subsidiary or an affiliate through each applicable Vesting Date as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied 3, at which time such RSUs shall vest and shall be payable paid in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 5 hereof409A of the Code, as determined by the Committee; provided that the RSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to a Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (CONDUENT Inc)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject The PSUs are subject to compliance with Section 13forfeiture until they vest. Except as otherwise provided herein, the Restricted Stock Units under this RSU Award shall PSUs will vest only (i) except as provided in Section 3 hereof, to and become nonforfeitable on the extent that date the Committee certifies the achievement of the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(caccordance with paragraph 3(b), 2(d) or 3 hereof, if subject to the Participant remains continuously employed achievement of the minimum threshold Performance Goals for payout set forth in Exhibit A attached hereto. The number of PSUs that vest and become payable under this Agreement shall be determined by the Company or a Subsidiary until Committee based on the end level of achievement of the Performance Period.Goals set forth in Exhibit A.
(b) Except as otherwise expressly provided by Sections 2(c), 2(d) or 3 hereofin this Agreement, if the employment Grantee’s Termination of the Participant by the Company or Service occurs for any Subsidiary terminates reason prior to the end of the Restriction Performance Period, the Grantee shall forfeit all PSUs granted with respect to the Performance Period and neither the Company nor any Related Corporation shall have any further obligations to the Grantee under this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) Agreement. Notwithstanding the foregoing, if the Grantee’s Termination of the Participant’s employment without Cause, or (ii) the Disability or death Service occurs as a result of the Participant during the Restriction Period and Grantee’s death or disability prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement end of the Performance Goals as determined under Section 1(b))Period, multiplied the Grantee will vest on such date in a pro rata portion of the Target Award calculated by multiplying the Target Award by a fraction, (A) the numerator of which shall be equals the number of days in that the Restriction Grantee was employed during the Performance Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, equals the total number of days in the Restriction Performance Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(dc) The Committee may, in its sole discretion, provide thatSubject to Subsection 13(d) and Section 14 of the Plan, upon the retirement occurrence of a Change in Control during the Performance Period, the Performance Period shall end and the Grantee shall be deemed to have earned an award equal to a pro-rata portion of the Participant (as determined by Grantee’s target award opportunity for the Committee in its sole discretion), all or part of Performance Period based on the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction portion of the Performance Goals Period which has been completed as provided in Schedule A. Any such action by of the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable Change in accordance with Section 5 hereofControl.
Appears in 1 contract
Samples: Performance Stock Unit Award Agreement (Enstar Group LTD)
Vesting. Except as may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, One-third of the Restricted Stock Units under this RSU Award RSUs shall vest only on each of the first three (i3) except as anniversaries of the Date of Grant (each a “Vesting Date”); provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by in continuous employment with the Company or a Subsidiary until an Affiliate thereof through the end of the Performance Periodapplicable Vesting Date.
(b) Except as otherwise provided by Sections set forth in Section 2(c), 2(d) or 3 hereofbelow, if the Participant’s employment is terminated for any reason prior to the final Vesting Date, then all rights of the Participant with respect to RSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this RSU Agreement, the RSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested RSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested RSUs as of the date of the Participant’s termination of employment. Any such unvested RSUs terminated pursuant to this Section 2(b) shall be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs.
(c) If (i) the Participant’s employment is terminated by the Company or any Subsidiary terminates prior of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the end Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Restriction PeriodAdministrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), this RSU Award then all unvested RSUs shall immediately vest and shall be immediately forfeited settled as soon as practicable after the date of such termination of employment in its entirety.
(c) Upon (i) accordance with Section 3 below. Subject, and in addition, to the Termination of foregoing, if the Participant’s employment without Causeis terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to a Vesting Date or (iiB) the Disability or death by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant during being a Bad Leaver or the Restriction Period and prior to any termination of Employing Company terminating the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which where the Participant was continuously employed by the Company or is a Subsidiary, Bad Leaver and (B) the denominator of which shall be (x) if the provided Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal executes and delivers to the period Employing Company (and does not revoke) a general release of time beginning on claims as described in (c)(ii) above, then the first day Pro-Rata Portion shall vest and be settled as soon as practicable after the date of such continuous termination of employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) 3 below. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated due to the Participant’s death, then all unvested RSUs shall immediately vest and shall be forfeitedsettled as soon as practicable after such date in accordance with Section 3 below.
(d) The Committee may, in its sole discretion, provide that, upon For the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion purposes of this RSU Award as Agreement, and notwithstanding any provision of the Plan to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.contrary:
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (NXP Semiconductors N.V.)
