Vesting of Shares. (a) Except as otherwise provided in Section 2(b) below, the Executive Shares purchased hereunder will become vested in accordance with the following schedule, if as of each such date Executive is still employed by the Company or any Subsidiary of the Company: CUMULATIVE PERCENTAGE OF DATE EXECUTIVE SHARES TO BE VESTED ---- ----------------------------- 1st Anniversary of this Agreement 20% 2nd Anniversary of this Agreement 40% 3rd Anniversary of this Agreement 60% 4th Anniversary of this Agreement 80% 5th Anniversary of this Agreement 100%
(b) Notwithstanding the foregoing or anything herein to the contrary, upon the occurrence of a Sale of the Company, all Executive Shares which have not yet become vested shall become vested at the time of such Sale of the Company (such portion being referred to herein as the "Accelerated Shares"); provided, however, and subject to and unless otherwise provided for under the Stockholders Agreement by and among the Company, the Investors, the Executive and certain other parties, that Executive shall not Transfer any interest in any Accelerated Shares unless and until such time as the Investors shall have received cash dividends or other cash proceeds resulting from any distributions on or dispositions of any Preferred Stock or Common Stock in an aggregate amount equal to the product of (i) two (2), multiplied by (ii) the aggregate purchase price paid by the Investors to the Company for all Preferred Stock, Common Stock and other equity interests of the Company purchased by the Investors (but not in any event including amounts committed but not yet contributed to the capital of the Company). Executive Shares which have become vested hereunder are referred to herein as "Vested Shares," and all other Executive Shares are referred to herein as "Unvested Shares."
(c) The Executive Securities shall at all times be subject to such restrictions or limitations with respect to the Transfer thereof that may be contained herein or in the Stockholders Agreement or as otherwise provided by law.
Vesting of Shares. Shares acquired pursuant to this Agreement shall become Vested Shares as provided in the Grant Notice. For purposes of determining the number of Vested Shares following an Ownership Change Event, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after the Ownership Change Event.
Vesting of Shares. This Option shall be exercisable as it vests. Subject to the terms and conditions of this Agreement, this Option shall vest and become exercisable as to portions of the Shares as follows: (a) this Option shall not be exercisable with respect to any of the Shares until April 27, 2001 (the "First Vesting Date"); (b) if Optionee has continuously provided services to the Company, or any Parent or Subsidiary of the Company, then on the First Vesting Date, this Option shall become exercisable as to one-sixth (1/6th) of the Shares; and (c) thereafter this Option shall become exercisable as to an additional one thirty-sixth (1/36th) of the Shares per month thereafter, so that all of the Shares are fully vested after three years, provided that Optionee has continuously provided services to the Company, or any Parent or Subsidiary of the Company. This Option shall cease to vest upon Optionee's Termination and Optionee shall in no event be entitled under this Option to purchase a number of shares of the Company's Common Stock greater than the "Total Option Shares."
Vesting of Shares. On and after the date hereof, the terms of any repurchase of any Shares shall differ depending on whether such Shares are "Unvested Shares" or "Vested Shares". Initially, 25% of the Shares shall be considered "Vested Shares" and all other Shares shall be considered "Unvested Shares". On each anniversary of September 24, 2004 prior to the Termination of Employment, commencing with September 24, 2005, 25% of the original number of Shares shall become "Vested Shares", such that all of the Shares shall be Vested Shares as of and after September 24, 2007 if the Termination of Employment does not occur prior to such date. If a Target Disposition Event or a Public Sale occurs prior to a Termination of Employment (the first such event or sale, a "Vesting Acceleration Event"), (a) 50% of the then Unvested Shares shall become Vested Shares upon the occurrence of such Vesting Acceleration Event (the Unvested Shares that become vested upon the occurrence of such Vesting Acceleration Event shall consist of the Unvested Shares that were scheduled to vest first chronologically following such Vested Acceleration Event) and (b) the remaining 50% of the then Unvested Shares shall become Vested Shares on the earlier of (i) the date that such Unvested Shares are scheduled to vest under this Agreement and (ii) the first anniversary date of the occurrence of such Vesting Acceleration Event (such earlier date, the "Final Vesting Date"), provided that a Termination of Employment has not occurred for Cause or by resignation on or prior to the Final Vesting Date. Except pursuant to clause (b) of the immediately preceding sentence, no Shares which have not already become Vested Shares shall become Vested Shares upon or after the Termination of Employment for any reason.
Vesting of Shares. The shares acquired hereunder shall vest in accordance with the provisions of this Section 9 and applicable provisions of the Plan, as follows: 25% percent of the Shares on January 26, 2007 and an additional 6.25% on each three months anniversary thereafter until January 26, 2010. Notwithstanding the foregoing, no shares shall vest on any vesting date specified above unless the undersigned is then, and since the date of grant has continuously been, employed by the Company or its subsidiaries.
Vesting of Shares. The option to purchase shares of Common Stock shall cumulatively vest and be exercisable for 1,334 shares of Common Stock on May 25, 2001, 1,333 shares of Common Stock on May 25, 2002 and 1,333 shares of Common Stock on May 25, 2003; provided, however, that the unvested portions of the Options shall vest and be exercisable immediately prior to any of the following transactions: (i) the closing of the Company's sale of all or substantially all of its assets or (ii) the acquisition of the Company by another entity by means of a merger or consolidation resulting in the exchange of the outstanding shares of Company's capital stock for securities or consideration issued or caused to be issued by the acquiring entity or its subsidiary or (iii) the acquisition from one or more of the shareholders of the Company of more than fifty percent (50%) of the Common Stock by a single person or group of persons acting together (collectively, a "Change in Control Transaction"); provided further, however, that if the Change in Control Transaction is with any person who is a holder of Common Stock on the date hereof, or an entity under the control of such person through stock ownership or otherwise, the unvested portion of the options shall not vest and the options shall remain in effect to vest in accordance with the vesting schedule set forth in this Section 3.
Vesting of Shares. (a) Unless earlier forfeited in accordance with Section 5(b)(i) or unless earlier vested in accordance with Section 5(b)(ii), Section 6(b), Section 6(c) or Section 6(d), the Participant’s right to receive shares pursuant to this Award Agreement, if any, shall vest on the last day of the Performance Cycle (with the number of shares, if any, based on the Committee’s determination that each Performance Goal has been met (as provided in Section 4)). As soon as administratively practicable, but in no event later than 70 days, after the close of the Performance Cycle, the Committee shall notify the Participant as required by Section 4 of the level at which the Performance Goals established for the Performance Cycle have been achieved.
(b) If the Participant’s Separation from Service date occurs prior to the close of the Performance Cycle and the occurrence of a vesting event described in Section 6(b), 6(c), or 6(d) (in connection with a Change in Control or a Sale of a Subsidiary), then the applicable of the following clauses shall apply with respect to the Target Shares subject to this Award Agreement:
Vesting of Shares. 1. None of the Restricted Stock shall vest until , the third anniversary of the date hereof, at which time it shall vest in full.
2. Notwithstanding the foregoing, upon (i) the death or Disability of Grantee, or (ii) a Change in Control, all restrictions shall lapse and all Restricted Stock and Dividends shall thereafter be immediately transferable and non-forfeitable.
3. Upon the Restricted Stock becoming vested, such Shares shall be free of all restrictions provided for in this Section I.
Vesting of Shares. Subject to Section 2 hereof, the Shares shall vest and shall be issued and delivered to Recipient by the Company as follows:
a. Fifty Percent (50%) of the Shares shall immediately vest on achievement of 100% of the Performance Criteria (the “Achievement Date”), provided the Recipient remains employed by the Company in an executive position through such date, and such Shares shall be promptly issued and delivered by the Company to Recipient. In the case of Partial Performance, Twenty-Five Percent (25%) of the Shares shall vest on the last day of the Performance Period (which shall be deemed the “Partial Performance Achievement Date” in the case of Partial Performance) and such Shares shall be promptly issued and delivered by the Company to the Participant, provided the Participant remains employed by the Company in an executive position through such date.
b. Twenty-Five Percent (25%) of the Shares shall vest on the first anniversary of the Achievement Date (in the case of achievement of 100% of the Performance Criteria), provided the Recipient remains employed by the Company in an executive position through such date. In the case of Partial Performance, Twelve and One-Half Percent (12.5%) of the Shares shall vest on the first anniversary of the Partial Performance Achievement Date, provided the Participant remains employed by the Company in an executive position through such date.
c. Twenty-Five Percent (25%) of the Shares shall vest on the second anniversary of the Achievement Date, provided the Participant remains employed by the Company in an executive position through such date. In the case of Partial Performance, Twelve and One-Half Percent (12.5%) of the Shares shall vest on the second anniversary of the Partial Performance Achievement Date, provided the Participant remains employed by the Company in an executive position through such date.
d. No rights of stock ownership, including voting and receiving dividends, will be exercisable, accrue or be payable to the Recipient until the Shares become vested in accordance with this Section 4.
e. Notwithstanding anything to the contrary herein, 100% of the Shares shall be awarded and shall become fully vested upon a “Change of Control” provided the Recipient remains employed by the Company immediately prior to the Change of Control. For the purposes of this Agreement, “Change of Control” shall mean the occurrence of any of the following events:
