Vesting; Forfeiture Clause Samples
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Vesting; Forfeiture. Participant shall vest in his rights under the Restricted Shares and any accumulated dividends described in Paragraph 4 hereof, and the Employer’s right to reclaim such shares or dividends shall lapse with respect to 33.33% the Restricted Shares, on each of the first, second and third anniversaries of the [date of hire/Grant Date] (the “Vesting Dates”), provided that Participant remains continuously employed by the Employer from the Grant Date to such Vesting Date. Notwithstanding the foregoing, however, all Restricted Shares not then vested shall vest immediately if Participant’s employment with the Employer terminates due to Participant’s Disability or death. In the event of a Change of Control prior to vesting, the Committee may, in its sole discretion, accelerate vesting. If Participant’s employment with the Employer terminates other than by reason Disability or death, the Restricted Shares (to the extent not then vested) shall be forfeited as of the date Participant’s employment so terminates. As soon as administratively feasible following the vesting of the Restricted Shares, a Stock certificate evidencing the vested Restricted Shares, less the amount of Stock withheld pursuant to paragraph 7 hereof, shall be delivered without charge to the Participant, or his designated representative, free of all restrictions.
Vesting; Forfeiture. (a) The shares of Restricted Stock are fully vested.
(b) Notwithstanding any other provision of this Agreement, at the option of the Board of Directors or the Compensation Committee of the Company, all shares of Restricted Stock subject to this Agreement, shall be immediately forfeited in the event that any of the following events occur:
(1) The Recipient is dismissed as a consultant based upon fraud, theft, or dishonesty, which is reflected in a written or electronic notice given to the Recipient;
(2) The Recipient purchases or sells securities of the Company in violation of the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect, if any;
(3) The Recipient breaches any duty of confidentiality including that required by the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect, if any;
(4) The Recipient competes with the Company by soliciting customers located within or otherwise where the Company is doing business within any state, or where the Company expects to do business within three months following termination of the Recipient and, in this later event, the Recipient has actual knowledge of such plans;
(5) The Recipient is unavailable for consultation after termination of the Recipient if such availability is a condition of any agreement between the Company and the Recipient;
(6) The Recipient recruits Company personnel for another entity or business within 24 months following termination;
(7) The Recipient fails to assign any invention, technology, or related intellectual property rights to the Company if such assignment is a condition of any agreement between the Company and the Recipient;
(8) The Recipient acts in a disloyal manner to the Company; or
(9) A finding by the Board that the Recipient has acted against the interests of the Company.
Vesting; Forfeiture. Awarded Units which have become vested pursuant to the terms of this Section 3 are collectively referred to herein as “Vested Units.” All other Awarded Units are collectively referred to herein as “Unvested Units.” Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Units shall vest and become Vested Units as follows:
a. One-third (1/3rd) of the total Awarded Units (rounded down for any fractional units) shall vest and become Vested Units on the first anniversary of the Date of Grant, provided 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 such date;
b. An additional one-third (1/3rd) of the total Awarded Units (rounded down for any fractional units) shall vest and become Vested Units on the second anniversary of the Date of Grant, provided 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 such date; and
c. The remaining Awarded Units shall vest and become Vested Units on the third anniversary of the Date of ▇▇▇▇▇, provided 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 such date.
d. Except as otherwise provided by Section 3.e. below, immediately upon the Participant’s Termination of Service, the Participant shall be deemed to have forfeited all of the Participant’s Unvested Units.
e. Notwithstanding the foregoing, if the Participant’s employment with or services to the Company or any of its Subsidiaries terminates by reason of the Participant’s death or Total and Permanent Disability or by the Company or one of its Subsidiaries without Cause all Unvested Shares shall immediately become Vested Shares upon such termination. For purposes of this Agreement, “Cause” shall mean (i) the Participant’s conviction or plea of guilty or nolo contendere to any felony (or to a felony charge reduced to a misdemeanor) or (ii) an act or failure to act by the Participant that constitutes cause for removal under applicable Delaware law.
Vesting; Forfeiture. Notwithstanding anything in this agreement to the contrary, the Participant shall forfeit the Restricted Units and all of the Participants rights hereunder shall cease (unless otherwise provided for by the Committee in accordance with the Plan) in the event that either: (a) the Restricted Period expires prior to the Vesting Date or (b) the Participant is removed as director of the Corporation for cause.
Vesting; Forfeiture. The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. Except as otherwise set forth in the Grant Notice, the Plan or this Agreement, and unless the Administrator otherwise determines, in the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited (after taking into consideration any accelerated vesting which may occur in connection with such Termination of Service, if any).
Vesting; Forfeiture. Each Class P Common Unit of a Class P Limited Partner shall conditionally vest on the date that both the Class P Service Condition and the Class P Performance Condition applicable to such Class P Common Unit have been satisfied; provided, that, upon the earlier of (x) such Class P Limited Partner ceasing to be an Active Individual LP and (y) the last day of the Class P Performance Period, each such Class P Limited Partner’s unvested Class P Common Units shall be forfeited and cancelled except as follows:
(A) upon such Class P Limited Partner’s Withdrawal for Cause at any time pursuant to clause (A) of Section 8.3(a)(i) (Cause), all of the vested and unvested Class P Common Units held by such Class P Limited Partner shall be forfeited and cancelled;
(B) if the Class P Service Condition is satisfied on or prior to the effective date of any Withdrawal of such Class P Limited Partner resulting from Retirement but prior to the Class P Performance Condition being satisfied, all of the Class P Common Units held by such Class P Limited Partner shall be conditionally retained; provided that any Class P Common Units that have not satisfied the applicable Class P Performance Condition on or prior to the last day of the Class P Performance Period shall be forfeited and cancelled and any Class P Common Units that have satisfied the Class P Performance Condition on or prior to the last day of the Class P Performance Period shall be retained as Participating Class P Common Units;
(C) if the Class P Service Condition is satisfied on or prior to the effective date of such Class P Limited Partner’s Special Withdrawal or Withdrawal (other than any Withdrawal pursuant to clause (A) of Section 8.3(a)(i) (Cause) or pursuant to clause (C) of Section 8.3(a)(i) (Resignation) as a result of Retirement), all of the Class P Common Units held by such Class P Limited Partner shall be conditionally retained until the first anniversary of the effective date of such Withdrawal or Special Withdrawal; provided that any Class P Common Units that have not satisfied the applicable Class P Performance Condition on or prior to the earlier of (i) such first anniversary date or (ii) the last day of the Class P Performance Period shall be forfeited and cancelled; and provided, further, that any Class P Common Units that have satisfied the Class P Performance Condition on or prior to such date shall be retained as Participating Class P Common Units; and
(D) in the event of the death or Disability of...
Vesting; Forfeiture. (a) Subject to the terms and conditions of this Agreement, the Restricted Stock Units shall vest in installments on the dates and in the amounts shown below if the Participant remains continuously employed by the Company or a subsidiary of the Company until such date. April 9, 2008 71 % April 9, 2009 86 % April 9, 2010 100 %
(b) Notwithstanding the vesting provisions contained in Section 3(a) above, but subject to the other terms and conditions contained herein, upon the date of the consummation of a “Change of Control” as defined in the Change of Control Severance Agreement, dated February 12, 1999, or any successor agreement thereto, between the Company and the Participant (the “Severance Agreement”), prior to any termination of the Participant’s employment with the Company or a subsidiary of the Company, all of the Restricted Stock Units granted to the Participant pursuant to this Agreement shall vest immediately.
(c) Upon the Participant’s termination of employment with the Company or a subsidiary of the Company, any Restricted Stock Units that have not vested pursuant to the vesting provisions set forth in either Section 3(a) or 3(b) above shall be forfeited and all associated rights shall lapse without value.
(d) Subject to the terms and conditions of this Agreement, if the Participant dies before reaching age sixty-two (62), the Participant’s legal representatives, beneficiaries or heirs, as the case may be, shall be entitled to the Restricted Stock Units that have vested pursuant to Section 3(a) or 3(b) above prior to the date of such death, but any Restricted Stock Units that have not so vested by such date shall be forfeited and all associated rights shall lapse without value.
Vesting; Forfeiture. (a) Subject to the terms and conditions of this Agreement including, without limitation, Paragraph 2(c) below, this award shall vest on the 2013 Reporting Date if, and to the extent that, the Company achieves the financial performance criteria set forth in Schedule 1 to this Agreement. Such date or any other date on which shares vest under this Agreement may be referred to herein as a “Vesting Date.”
Vesting; Forfeiture. The Units are unvested when granted and will vest as described on Exhibit A, the terms of which are incorporated herein by reference.
Vesting; Forfeiture. (a) Subject to Sections 2(b) and 2(c), the Units shall vest pursuant to the following rules: