Examples of Service Vesting Condition in a sentence
You will not have the right to vote, or direct the voting of, Performance Award Shares, or the right to respond, or direct the response with respect to Performance Award Shares to any tender offer, exchange offer or other offer made to the holder of Shares, unless and until the applicable Service Vesting Condition and either of the two Performance Goals have been satisfied and the Performance Award Shares settled in Shares has transferred to you.
The Service Vesting Condition applicable to your Performance Award Shares shall be deemed satisfied if prior to the Service Vesting Condition being satisfied (1) a Change in Control occurs, and (2) at any time after the Change in Control and during the twenty-four (24) month period ending on the second anniversary of the Change in Control, your service with the Company, Sterling National Bank and/or any of their subsidiaries is terminated without Cause or for Good Reason.
If the Service Vesting Condition is also satisfied on the Vesting Date, the Performance Award Shares will be settled in Shares.
For purposes of determining the vesting for the Service Vesting Condition on the Vesting Date, you will be deemed to be in the service of the Company, Sterling National Bank and/or any of their subsidiaries for so long as you serve in any capacity as an employee, officer, non-employee director or consultant of the Company, Sterling National Bank and/or any of their subsidiaries.
After achievement of (i) the Service Vesting Condition ,as set forth in Section 2 below, and (ii) either of the two Performance Goals during the Performance Period, Performance Award Shares relating to such achieved Performance Goal(s) will be settled in Shares registered in your name.
Your employment with the Company, Sterling National Bank, and/or any of their subsidiaries constitutes adequate consideration for the issuance (after satisfying the Service Vesting Condition and achievement of either of the two Performance Goals during the Performance Period) of the Shares to you having a value at least equal to the par value of such Shares.
Unless otherwise provided in the Term Sheet or these Terms and Conditions, so long as the Employee continues to be employed by the Company or its Affiliates, the Performance Stock Units shall vest on the date upon which both the Service Vesting Condition and the Performance Vesting Condition have been achieved (such date, the “PSU Vesting Date”).
In the event your Service is terminated due to a Change in Control Qualifying Termination, the Service Vesting Condition will be deemed satisfied on the Release Effective Date, and the total number of PSUs that are eligible to vest will be calculated by reference to actual performance attained during the Performance Period and in all cases subject to and contingent upon the closing of the Change in Control.
Instead, they will become vested, accumulated and paid to you if, as and when such Shares of Restricted Stock become vested and will be subject to the same Service Vesting Condition as the Shares of Restricted Stock.
You will not have the right to vote, or direct the voting of, Shares of Restricted Stock, or the right to respond, or direct the response with respect to Shares of Restricted Stock to any tender offer, exchange offer or other offer made to the holder of Shares, unless and until the applicable Service Vesting Condition has been satisfied and ownership of record of the Shares has been transferred to you.