Special Vesting Rules. Paragraph 2 to the contrary notwithstanding, the Common Shares covered by this Share Award shall become Vested as follows:
(a) The Participant’s interest in all of the Common Shares covered by this Share Award, to the extent not previously Vested, shall become Vested on the date that the Participant’s employment with the Company and its Affiliates terminates or is terminated if (i) such termination occurs on or before December 31, 2015, (ii) the Participant’s employment with the Company and its Affiliates terminates or is terminated on account of the Participant’s death, Disability, a termination by the Company without Cause or a termination by the Participant with Good Reason and (iii) the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date of such termination.
(b) If (i) the Participant’s employment with the Company and its Affiliates terminates or is terminated after 2015 and on or before January 15, 2016, (ii) such termination is on account of the Participant’s death, Disability, a termination by the Company without Cause or a termination by the Participant with Good Reason and (iii) the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date of such termination, then any Common Shares covered by this Share Award that would have become Vested under paragraph 2(c) or 2(e) but for the Participant’s termination of employment before January 15, 2016, shall become Vested on the date of such termination.
(c) The Participant’s interest in all of the Common Shares covered by this Share award, to the extent not previously Vested, shall become Vested on a Control Change Date if (i) such Control Change Date occurs on or before December 31, 2015 and (ii) the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the Control Change Date.
(d) If (i) a Control Change Date occurs after 2015 and on or before January 15, 2016 and (ii) the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the Control Change Date, then any Common Shares covered by this Share Award that would have become Vested under paragraph 2(c) or 2(e) but for the Participant’s termination of employment before January 15, 2016, shall become Vested on the Control Change Date.
Special Vesting Rules. (1) All of Employee's Units automatically will vest and become nonforfeitable if (after he or she has signed this Deferred Stock Award Agreement) (A) his or her employment with the Company or a Subsidiary terminates as a result of his or her (i) death, (ii) Permanent Disability (as defined in §3(d)(5)), (iii) Lay Off (as defined in § 3(d)(2)), (iv)Retirement (as defined in§ 3(d)(3)), (v) termination by the Company or a Subsidiary without Cause (as defined in§ 3(d)(4)) or (B) there is a Change in Control.
(2) An Employee on an approved leave of absence, as described in Section 16(b) of the Plan, other than due to vacation or jury duty (an “Approved Leave”), will not continue to vest in any Units during or after such Approved Leave, provided, however, that if immediately after the end of such Approved Leave Employee returns to Active Service (as defined in § 3(d)(1) with the Company or its Subsidiaries for a continuous period of at least 90 days (or for at least one day in the case of an Employee on an Approved Leave for military service), such Employee will be vested in such Units in the same amount as such Employee would have been vested if such Employee had never taken such Approved Leave.
Special Vesting Rules. Notwithstanding Section 3.2 above, in the event of a Change in Control of the Company while you are employed by or otherwise providing service to the Company, all of the Restricted Stock Units awarded hereunder that have not previously been forfeited shall become fully vested as if Target performance had been obtained for the Performance Period effective as of the date of any such event. If your Termination Date occurs because of death, Disability, or Retirement, the Restricted Stock Units shall vest or be forfeited as of the RSU Vesting Date set forth in Section 3.2, based on the attainment of the performance goals. If your Termination Date occurs because of Involuntary Termination for Economic Reasons, the Company's Chief Executive Officer (or the Committee, if you are subject to Section 16 of the Exchange Act), in his or her sole and absolute discretion, may permit all or part of the Restricted Stock Units awarded hereunder to remain outstanding and vest or be forfeited as of the date set forth in Section 3.2, depending on the attainment of performance goals. To the extent that the Chief Executive Office (or Committee, if applicable) does not exercise discretionary authority to allow Restricted Stock Units to remain outstanding on the date of your Involuntary Termination for Economic Reasons, such Restricted Stock Units shall be permanently forfeited.
Special Vesting Rules. Notwithstanding Section 1.2 above, if your Termination Date occurs by reason of a Termination without Cause or a Separation for Good Reason on or after a Change in Control (as defined in the Plan and as such definition may be amended hereafter) and prior to the two (2) year anniversary of the Change in Control, all of the PSUs awarded under Section 1.1 that have not previously been forfeited shall become fully vested as if Target performance had been obtained for the Performance Period effective as of your Termination Date. If your Termination Date occurs because of death, Disability, or Retirement, the PSUs shall vest or be forfeited as of the PSU Vesting Date set forth in Section 1.2, based on the attainment of the performance goals. If your Termination Date occurs in the 24-month period preceding the PSU Vesting Date because of an Involuntary Termination for Economic Reasons, all of the PSUs awarded hereunder shall vest or be forfeited as of the date set forth in Section 1.2, depending on the attainment of Performance Goals; provided, however, that if your Termination Date occurs for a reason that is both described in this sentence and in the first sentence of this Section 1.4, the special vesting rules described in the first sentence of this Section 1.4 shall apply in lieu of the vesting rules described in this sentence.
Special Vesting Rules. Notwithstanding Section 1.2 above, in the event of a Change in Control of the Company while you are employed by or otherwise providing service to the Company, all of the Performance Restricted Stock Units awarded under Section 1.1 that have not previously been forfeited shall become fully vested as if Target performance had been obtained for the Performance Period effective as of the date of any such event. If the Employee’s Termination Date occurs because of death, Disability, or Retirement, the Performance Restricted Stock Units shall vest or be forfeited as of the PRSU Vesting Date set forth in Section 3.2, based on the attainment of the Performance Goals. If the Employee’s Termination Date occurs because of Involuntary Termination for Economic Reasons, the Company’s Chief Executive Officer (or the Committee, if the Employee is subject to Section 16 of the Exchange Act), in his or her sole and absolute discretion, may permit all or part of the Performance Restricted Stock Units awarded hereunder to remain outstanding and vest or be forfeited as of the date set forth in Section 1.2, depending on the attainment of Performance Goals. To the extent that the Chief Executive Office (or Committee, if applicable) does not exercise discretionary authority to allow Performance Restricted Stock Units to remain outstanding on the date of the Employee’s Involuntary Termination for Economic Reasons, such Restricted Stock Units shall be permanently forfeited.
Special Vesting Rules. If, before the Award becomes vested, the Optionee’s employment with Idearc terminates by reason of the Participant’s death, or is terminated by Idearc without Cause or by reason of the Participant’s Disability (as defined in the Employment Agreement), or is terminated by the Participant for Good Reason pursuant to the Employment Agreement, then the Award will thereupon become fully vested; provided, however, that the value of the Participant’s PSU Account will not be determined and the amount thereof (if any) will not be payable until the completion of the Performance Period, and provided further that no such acceleration of vesting will apply unless, as of the time such acceleration would otherwise occur, the Participant has maintained continuous compliance with the restrictive covenants set forth in Section 8 of the Employment Agreement (the “Restrictive Covenants”) and the Participant has executed and delivered to the Company a general release of claims against the Company, its subsidiaries and any of its or their affiliates in the form attached to the Employment Agreement as Exhibit C.
Special Vesting Rules. Employee’s interest in all of the shares of Stock subject to this Deferred Stock Award (rounding down to the nearest whole share) automatically will vest and become nonforfeitable if (after he or she has signed this Deferred Stock Award Agreement and the Xxxxx REIT Confidentiality and Non-Solicitation Agreement) his or her employment with the Company or a Subsidiary terminates as a result of his or her death, Disability (as defined in § 3(d)(1)), Lay Off (as defined in § 3(d)(2)), Retirement (as defined in § 3(d)(3)), his or her employment is terminated by the Company or a Subsidiary without Cause (as defined in § 3(d)(4)) or if there is a Change in Control (as defined in the Plan).
Special Vesting Rules. (1) Employee's interest in all of the shares of Stock subject to this Deferred Stock Award (rounding up or down to the nearest whole share) automatically will vest and become nonforfeitable if (after he or she has signed this Deferred Stock Award Agreement) (A) his or her employment with the Company or a Subsidiary terminates as a result of his or her (i) death, (ii) Permanent Disability (as defined in §3(d)(5)), (iii) Lay Off (as defined in § 3(d)(2)), (iv)Retirement (as defined in§ 3(d)(3)), (v) termination by the Company or a Subsidiary without Cause (as defined in§ 3(d)(4)) or (B) there is a Change in Control (as defined in the Plan).
(2) An Employee on an approved leave of absence, as described in Section 16(b) of the Plan, other than due to vacation or jury duty (an “Approved Leave”), will not continue to vest in any shares of Stock subject to this Deferred Stock Award during or after such Approved Leave, provided, however, that if immediately after the end of such Approved Leave Employee returns to Active Service with the Company or its Subsidiaries for a continuous period of at least 90 days (or for at least one day in the case of an Employee on an Approved Leave for military service), such Employee will be vested in such shares in the same amount as such Employee would have been vested if such Employee had never taken such Approved Leave.
Special Vesting Rules. The special vesting rules of this Section 3(b) will apply if (and only if) the Optionee is in compliance with the restrictive covenants set forth in Exhibit A annexed hereto and the Optionee executes and delivers to the Company a general release of claims against the Company, its subsidiaries and any of its or their affiliates, in form and substance satisfactory to the Company.
Special Vesting Rules. If, before the Option becomes vested, the Optionee’s employment with Idearc terminates by reason of the Optionee’s death, or is terminated by Idearc without Cause or by reason of the Optionee’s Disability (as defined in the Employment Agreement), or is terminated by the Optionee for Good Reason pursuant to the Employment Agreement, then the Option will thereupon become fully vested; provided, however, that no such acceleration of vesting will apply unless, as of the time such acceleration would otherwise occur, the Optionee has maintained continuous compliance with the restrictive covenants set forth in Section 8 of the Employment Agreement (the “Restrictive Covenants”) and the Optionee has executed and delivered to the Company a general release of claims against the Company, its subsidiaries and any of its or their affiliates in the form attached to the Employment Agreement as Exhibit C.
