Vesting and Forfeiture. Any Award which has become payable pursuant to the performance measures set forth in Section 4 shall be considered as fully earned by you, subject to the further provisions of this Section 3. Notwithstanding any other provision of this Award Agreement to the contrary, any Award will be forfeited back to Tyson in the event of: (i) your Termination of Employment before the Vesting Date, except as otherwise provided in Sections 3.2 through 3.4, or (ii) the failure to satisfy any of the performance measures provided in Section 4.
Vesting and Forfeiture. The Awarded Restricted Stock Units shall be subject to being forfeited by Employee during the Restricted Period specified in the attached Schedule I (the “Restricted Period”), and shall vest in or be forfeited by Employee as follows:
(a) If Employee remains continuously employed by the Company or an Affiliate from the Effective Date through the end of the Restricted Period, the Awarded Restricted Stock Units shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee.
(b) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period by reason of the death, Disability or Retirement of Employee, then the number of Awarded Restricted Stock Units equal to the total number of Awarded Restricted Stock Units awarded hereunder multiplied by a fraction, (i) the numerator of which is the number of calendar months remaining in the Restricted Period that end after the date of Employee’s termination of employment with the Company or an Affiliate by reason of death, Disability or Retirement, and (ii) the denominator of which is 36, shall be forfeited by Employee. The remaining number of Awarded Restricted Stock Units awarded hereunder shall vest subject to the forfeiture restrictions applicable to them under this Agreement which shall terminate at the end of the Restricted Period to the extent of the percentage of vesting achieved under the performance measure and vesting schedule provisions of the attached Schedule I, and any Awarded Restricted Stock Units that do not vest at the end of the Restricted Period shall be forfeited by Employee.
(c) If Employee’s employment with the Company or an Affiliate terminates during the Restricted Period for any reason other than the death, Disability or Retirement of Employee, all of the Awarded Restricted Stock Units shall be forfeited by Employee.
(d) The foregoing provisions of this Section 2 to the contrary notwithstanding, if a 409A Change in Control (as defined below) occurs during the Restricted Period, 50% of the then outstanding Awarded Restricted Stock Units awarded hereunder shall vest and the forfeiture restrictions applicable to them under this Agreement shall terminate, and the remaini...
Vesting and Forfeiture. (a) Subject to Section 2(b) and Section 2(c) below, the RSUs will vest in accordance with the vesting provisions set forth on Exhibit A hereto.
(b) If, following a Change of Control (as defined in Section 2(d)(i) below), your employment with the Company is terminated (i) by the Company, or its successor, without Cause (as defined in Section 2(d)(ii) below) or (ii) by you for Good Reason (as defined in Section 2(d)(iii) below), in either case prior to the one year anniversary of the date on which the closing of such Change of Control occurs, then outstanding and unvested RSUs shall automatically vest if and to the extent necessary for you to be vested with respect to no less than 100% of the Target Shares (as set forth on Exhibit A) and the effective date of the termination of your employment shall be a Vesting Date with respect to 100% of the Target Shares for purposes of this Agreement, and all other then unvested and outstanding RSUs automatically will then be forfeited without payment or the issuance of any Shares and cease to be outstanding. Notwithstanding the foregoing, and solely to the extent necessary to avoid the penalty provisions under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), if the Vesting Date occurs because of your termination of employment and if the Company determines that you are a “specified employee” as defined under Section 409A, then the distribution of newly vested Shares shall be delayed until the earlier of (i) the date that is six months plus one day after the date of termination and (ii) the 10th day after your date of death.
(c) Absent any contrary provision in the Plan or any other applicable plan or agreement, and, for the avoidance of doubt, subject to Section 2(b) above, if you cease to be employed by the Company for any reason or no reason, you will then automatically forfeit all rights to any of your RSUs that have Vesting Dates after the date your employment with the Company ends, and all then unvested and outstanding RSUs automatically will then be forfeited without payment or the issuance of any Shares and cease to be outstanding.
(d) For the purposes of this Agreement:
Vesting and Forfeiture. (a) The Restricted Shares shall be subject to a restricted period (the “Restricted Period”) that shall commence on the Grant Date and shall end on the third anniversary of the Grant Date. During the Restricted Period, the Restricted Shares shall be subject to being forfeited by Participant to Cinco as provided in this Agreement, and Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of any of the Restricted Shares (the “Restrictions”), except that the Restrictions shall be removed as to 100% of such shares on the third anniversary of the Grant Date, provided Participant is in the continuous service of Cinco or an Affiliate until such date; provided further that if Participant ceases to be employed by or in the service of Cinco and its Affiliates prior to such date by reason of Participant’s death or if Participant’s employment or service is terminated by Cinco or an Affiliate by reason of Participant’s Disability, then 100% of the Restricted Shares shall vest and become nonforfeitable on the date of such termination of employment or service by reason of death or Disability.
(b) Following the removal of the Restrictions on any Restricted Shares, Cinco shall deliver to Participant from escrow a certificate representing shares of Common Stock, and such shares of Common Stock will be freely transferable, except as restricted by applicable securities laws or applicable policies of Cinco.
(c) Subject to paragraph (d) of this Section, upon termination of Participant’s employment or service with Cinco and its Affiliates, (i) Participant shall have no rights whatsoever in and to any of the Restricted Shares as to which the Restrictions have not by that time been removed pursuant to paragraph (a) of this Section, (ii) all of the Restricted Shares shall automatically revert to Cinco at no cost and (iii) neither Participant nor any of his or her heirs, beneficiaries, executors, administrators or other personal representatives shall have any rights with respect thereto.
(d) The Change of Control provisions in Article XIII of the Plan shall apply with respect to the Restricted Shares.
Vesting and Forfeiture. Subject to the terms and conditions set forth in the Plan and this Agreement, the Restricted Stock Units shall vest as follows:
Vesting and Forfeiture. The Committee shall set forth in an Award Agreement granting Restricted Shares or Restricted Share Units, the terms and conditions under which the Participant’s interest in the Restricted Shares or the Shares subject to Restricted Share Units will become vested and non-forfeitable. Except as set forth in the applicable Award Agreement or the Committee otherwise determines, upon termination of a Participant’s Continuous Service for any other reason, the Participant shall forfeit his or her Restricted Shares and Restricted Share Units; provided that if a Participant purchases the Restricted Shares and forfeits them for any reason, the Company shall return the purchase price to the Participant only if and to the extent set forth in an Award Agreement.
Vesting and Forfeiture. The PSUs shall be subject to the terms concerning vesting and forfeiture set forth on Exhibit A to this Agreement and Section 11(b).
Vesting and Forfeiture. Participant shall vest in his or her rights under the Restricted Stock pursuant to the following schedule (each date upon which vesting occurs being referred to herein as a “Vesting Date”): February 12, 2014 333,333 February 12, 2016 333,333 February 12, 2016 333,334 The foregoing notwithstanding, vesting pursuant to the foregoing schedule shall occur on a Vesting Date only if Participant remains employed by or provides services to the Corporation from the Date of Grant to such Vesting Date. If Participant ceases to be employed by or ceases to provide services to the Corporation at any time prior to the final Vesting Date, pursuant to Section 6.1.3 of the Plan, all unvested Restricted Stock shall be forfeited immediately on the date that Participant’s employment or service is terminated and the Participant shall have no further rights with respect to such Restricted Stock.
Vesting and Forfeiture. Except as otherwise provided in this Section 2.1, Section 2.2, Section 2.3, or Section 2.7:
(a) The CSARs subject to this Award shall become fully vested and exercisable on the third anniversary of the Award Date, and shall remain exercisable until and including the applicable Expiration Date, provided that the Executive remains continuously employed with an Employer from the Award Date through such date.
(b) If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement six (6) months or more after the Award Date, but prior to the third anniversary of the Award Date, then for purposes of Section 2.1(a), such Executive shall be treated as continuing employment with an Employer for purposes of determining vesting, and this Award will continue to vest and once vested will be exercisable during any Exercise Window until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement after the third anniversary of the Award Date, this Award will continue to be exercisable during any Exercise Window until and including the applicable Expiration Date. If the Executive’s employment with all Employers terminates by reason of the Executive’s Retirement earlier than six (6) months after the Award Date, the CSARs under this Award shall be forfeited as of the date of termination, and the Executive shall have no entitlement to any payment with respect thereto.
(c) If the Executive’s employment with all Employers terminates by reason of the Executive’s Early Retirement after the first anniversary of the Award Date, but prior to the third anniversary of the Award Date, then for purposes of Section 2.1(a), the Executive shall be vested in a prorated portion of the CSAR Award equal to (i) one-third (1/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the first anniversary of the Award Date, and (ii) two-thirds (2/3) of the CSARs under this Award, if the Executive’s Early Retirement occurs on or after the second anniversary of the Award Date, the vested portion of the CSARs shall be exercised automatically on the Exercise Date coincident with or next following the date of the Executive’s Early Retirement, which will be the Expiration Date, and the unvested portion of the CSARs shall be forfeited as of the date of the Executive’s Early Retirement. If the Executive’s employment with all Employers terminates by reason of ...
Vesting and Forfeiture a. Any Units that are not vested as of the date of the Participant’s termination of employment for any reason shall be automatically forfeited without any further action required to be taken by the Participant or the Company.
b. In general, the Units shall become vested on the dates set forth below (each, a “Vesting Date”), as to the specified percentage of the Units indicated: First anniversary of the Grant Date 33⅓% 33⅓% Second anniversary of the Grant Date 33⅓% 66⅔% Third Anniversary of the Grant Date 33⅓% 100% The vesting of the Participant’s Units, as set forth above, shall only occur if the Participant has remained continuously employed through the relevant Vesting Date.
c. Notwithstanding any other provision of this Award Agreement, in the event the Participant is terminated in connection with a Change in Control, the Participant shall be vested in the number of Units set forth in Section 1 as of the date of the Participant’s termination of employment.
