Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares.
(a) 100% of the Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service with the Company through such date.
(b) Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares.
(c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable.
(d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have termin...
Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become nonforfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law.
Vesting of Restricted Shares. The Restricted Shares shall vest (“Vested Shares”) in accordance with the following schedule:
(i) 33,333 shares on November 12, 2020;
(ii) 33,333 shares on November 12, 2021; and
(iii) 33,334 shares on November 12, 2022.
Vesting of Restricted Shares. (a) Subject to Subsection (b) below, 2,000 Restricted Shares shall become earned and vested according to the following schedule:
(b) Notwithstanding anything to the contrary in this Section 2, if Participant ceases to be a member of the Board of Directors of the Company prior to the above vesting date for any or no reason, then Participant shall have no further rights with respect to such unvested Restricted Shares, except that (i) if Participant ceases to be a director due to death or Disability, then the Compensation Committee may in its sole discretion cause any unvested Restricted Shares to vest. In addition, upon the occurrence of Change in Control, the Board may in its sole discretion cause any unvested Restricted Shares to vest.
Vesting of Restricted Shares. (a) The 20,307 Restricted Shares that are scheduled to vest on January 1, 2007 shall remain subject to vesting so long as the Participant is still providing Service to the Company on that date as contemplated by the Plan.
(b) With respect to the Participant’s 60,920 Restricted Shares that are subject to vesting in accordance with Sections 1.5C and 2.1.B.1(d) of the Plan, 920 of such shares are hereby immediately forfeited and the existing vesting schedule for the remaining 60,000 of such shares (the “Remaining Unvested Shares”) is hereby modified to provide that they will vest over the three-year period beginning January 1, 2007 as follows:
(i) 22.2%, 22.2% and 22.3% of the Remaining Unvested Shares will vest on each of January 1, 2008, January 1, 2009 and January 1, 2010, respectively; provided, that, the Participant is providing Service to the Company on the applicable vesting date; and
(ii) 11.1% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2007 fiscal year if but only if the Company’s EBITDA for 2007 is not less than the annual EBITDA target established by the Compensation Committee (the “EBITDA Target”) for the 2007 Management Incentive Plan; provided, that, the Participant is providing Service to the Company on the vesting date; and
(iii) 11.1% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2008 fiscal year if but only if the Company’s EBITDA for 2008 is not less than the EBITDA Target for the 2008 Management Incentive Plan; provided, that, the Participant is providing Service to the Company on the vesting date; and
(iv) Except as otherwise set forth below in this subclause (iv), 11.1% of the Remaining Unvested Shares will vest on the date the Company’s audited financial statements are issued for the 2009 fiscal year if but only if the Company’s EBITDA for 2009 is not less than the EBITDA Target for the 2009 Management Incentive Plan; provided, that, the Participant is providing Service to the Company on the vesting date. Notwithstanding anything to the contrary contained in this clause (iv) or this Agreement, 7.873% of the Remaining Unvested Shares that would have otherwise vested pursuant to this clause (iv) will be forfeited by the Participant on January 1, 2007 if the average closing price for the Common Stock over any consecutive 30-day period ending on or before December 31, 2006 equals or exceeds $18.67 ...
Vesting of Restricted Shares. Except as may be otherwise provided below, including in Section 4, or under any written employment-related agreement with Grantee (including any confidentiality, non-solicitation, non-competition, change of control or similar agreement, as required by the Company), if any, 100% of the Restricted Shares will vest and become non-forfeitable (and the restrictions imposed on the Restricted Shares under Section 2 will expire) on the third anniversary of the Vesting Commencement Date, provided Grantee has continued in the employment of the Company and/or its Affiliates through such date. Any date on which the Restricted Shares vest shall be considered a “Vesting Date.” Notwithstanding anything to the contrary in this Agreement, if Xxxxxxx’s employment is terminated and such termination is voluntary, including a Retirement, and Grantee remains on the board of directors of the Company or any Affiliate of the Company whose equity is publicly traded on the New York Stock Exchange or the NASDAQ Stock Market following such termination of employment, Grantee shall be treated as employed for purposes of this Agreement as long as Grantee remains on such board of directors, in which case any references herein to Xxxxxxx’s employment shall be deemed to include his or her continued service on such board.
Vesting of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and shall be deemed “vested.”
Vesting of Restricted Shares. Subject to the terms and conditions of this Agreement and the Plan, the shares of Restricted Stock shall vest in accordance with the vesting schedule set forth on Exhibit A hereto provided the Grantee remains continuously employed by the Company until the applicable vesting dates listed on Exhibit A.
Vesting of Restricted Shares. The vesting schedule for the Shares governed by this Option is as follows. Except as otherwise provided in the Plan and this Section 1.2, and subject to Section 1.4, the Option will vest as to one-fourth of the Shares on the first anniversary of the date of this Award Agreement, and an additional one-fourth of the Shares will vest as of each of the three (3) subsequent anniversaries of such date, provided that the Participant is still in the employ of the Company on each vesting date. Notwithstanding the foregoing, the Option will become fully vested upon the Participant’s death or Disability while in the employ of the Company. Shares vest according to this schedule, whether or not the Option has been exercised.
Vesting of Restricted Shares. (a) Except as otherwise provided in this Agreement, the Restricted Shares shall vest, and the restrictions applicable thereto shall lapse, in accordance with the vesting schedule attached hereto (the “Vesting Schedule”), provided the Grantee has been employed continuously by the Company from the Grant Date through the “Vesting Date” specified in the Vesting Schedule. The number of Restricted Shares that shall vest on each Vesting Date shall be equal to the number of total Restricted Shares granted hereunder multiplied by the applicable “Vesting Percentage” set forth in the Vesting Schedule. The Restricted Shares shall be fully vested, and this Agreement and the restrictions hereunder applicable to the Restricted Shares shall terminate, on the last Vesting Date set forth in the Vesting Schedule (the “Expiration Date”).
(b) Restricted Shares that have become vested in accordance with the Vesting Schedule are referred to herein as “Vested Shares”. Restricted Shares that have not become vested in accordance with the Vesting Schedule are referred to herein as “Unvested Shares”.
(c) Notwithstanding the Vesting Schedule, any and all Unvested Shares shall become Vested Shares in the event of the Grantee’s death or Disability (as defined below).
(d) After any Restricted Shares become Vested Shares, the restrictions thereon as set forth in Section 3, shall lapse, and the Grantee may Transfer (as defined below) any of the Vested Shares in his discretion.
