Accelerated Vesting Contract Clauses (96)

Accelerated Vesting. Notwithstanding the foregoing, each Initial RSU Grant and each Annual RSU Grant will vest in full upon a Change in Control (as defined in the Plan), subject to the Eligible Director's continued service as a member of the Board through the date of such Change in Control. Non-Employee Director Compensation LimitNotwithstanding the foregoing, the aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Nonemployee Director (as defined in the Plan) shall... in no event exceed the limits set forth in Section 5.4 of the Plan.2 EX-10.19 10 katapultholdingsincnon-emp.htm EX-10.19 DocumentKATAPULT HOLDINGS, Inc.Non-Employee Director Compensation PolicyEffective as of February 8, 2022Each member of the Board of Directors (the "Board") who is not also serving as an employee of or consultant to Katapult Holdings, Inc. (the "Company") or any of its subsidiaries (each such member, an "Eligible Director") will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board service following the date first set forth above (the "Effective Date"). An Eligible Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be. This policy is effective as of the Effective Date and may be amended at any time in the sole discretion of the Board.Annual Cash CompensationThe annual cash compensation amount set forth below is payable to Eligible Directors in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal quarter, with the pro-rated amount paid on the last day of the first fiscal quarter in which the Eligible Director provides the service and regular full quarterly payments thereafter. All annual cash fees are vested upon payment. View More

Accelerated Vesting. All unvested RSUs shall immediately vest upon the happening of the first of the following events and in such event, the "Vesting Date" shall be deemed to be the date of the occurrence of such event: a. The Grantee ceases to be employed by the Employer on account of the Grantee's Disability. For purposes of this Agreement, the term "Disability" shall mean the Grantee's inability to render services to the Employer for a period of six consecutive months by reason of permanent disability, as determi...ned by the written medical opinion of an independent medical physician reasonably acceptable to the Employer. In no event shall the Grantee be considered Disabled for purposes of this Agreement unless the Grantee is deemed disabled pursuant to the Employer's long-term disability plan, if one is maintained by the Employer at the time of the claimed disability. 1 b. The Grantee dies while employed by the Employer. c. The Grantee's employment is terminated on account of the Grantee's Retirement (as defined below), then 100% of the RSUs shall immediately vest on the date of such termination and the Restriction Period shall immediately lapse and expire. For purposes of this Agreement, a Grantee shall be considered to meet the requirements of "Retirement" only if: i. the Grantee's termination of employment is voluntary and is not a termination by the Employer without Cause, and the Grantee (A) has provided the Employer with at least 120 days' prior written notice of the proposed termination date, and (B) is aged 55 or above as of the Grantee's employment termination date and, as of such employment termination date, (i) the Grantee has provided the Employer and its affiliates with at least five years of continued service and (ii) the sum of the Grantee's age and his or her aggregate years of service with the Employer and its affiliates is equal to or greater than 65; or ii. the Grantee's termination of employment is involuntary and made by the Employer without Cause, and the Grantee is aged 55 or above as of the Grantee's employment termination date and, as of such employment termination date, (i) the Grantee has provided the Employer and its affiliates with at least five years of continued service and (ii) the sum of the Grantee's age and his or her aggregate years of service with the Employer and its affiliates is equal to or greater than 65. View More

Accelerated Vesting. (a) In Connection with Change in Control. In the event that (a) the Participant's employment or service, as applicable, is terminated by the Company or the successor to the Company (or a Related Company which is his or her employer) for reasons other than Cause within 24 months following a Change in Control, or (b) the Plan is terminated by the Company or its successor following a Change in Control without provision for the continuation of outstanding Full Value Awards under the Plan, this Full ...Value Award shall immediately become fully vested. If, upon a Change in Control, awards in other shares or securities are substituted for outstanding Full Value Awards pursuant to subsection 4.3 of the Plan, and immediately following the Change in Control the Participant becomes employed (if the Participant was an employee immediately prior to the Change in Control) or a board member (if the Participant was an Outside Director immediately prior to the Change in Control) of the entity into which the Company merged, or the purchaser of substantially all of the assets of the Company, or a successor to such entity or purchaser, the Participant shall not be treated as having terminated employment or service for purposes of the foregoing provisions until such time as the Participant terminates employment or service with the merged entity or purchaser (or successor), as applicable. (b) Termination. Except as provided in Section 2 or this Section 4, any RSUs for which the Restricted Period has not ended prior to or upon the Participant's Termination Date, shall be forfeited. If the Participant incurs a termination of employment without "Cause" (as defined in the Participant's employment agreement, dated August 2, 2016 (the "Employment Agreement")), or due to "Permanent Disability" (as defined in the Employment Agreement), or due to death, or if the Participant resigns for "Good Reason" (as defined in the Employment Agreement) (each such termination referred to as a "Vesting Termination") prior to the vesting of any RSUs, subject to the Participant signing and not revoking a release of claims (as described in the Employment Agreement), the Restricted Period shall end with respect to all outstanding RSUs to the extent the applicable Restricted Period had not yet expired prior to the Vesting Termination. The release must be executed, and any revocation period must have expired, within sixty (60) days after the Participant's Termination Date. Notwithstanding the foregoing, in the event the Participant incurs a termination with Cause or the Participant resigns without Good Reason, or in the event the release does not become effective within sixty (60) days after the Participant's Termination Date, as required in the previous sentence following a Vesting Termination, the Participant shall immediately forfeit his or her right to any vesting of any RSUs for which the Restricted Period has not ended as of the Participant's Termination Date. View More

Accelerated Vesting. Notwithstanding the foregoing (but subject to compliance with the provisions of Section 17 hereof and except as may otherwise be provided in Section 24 hereof), if the Participant is terminated by the Company or a Subsidiary as an employee or if the Participant terminates such employment for Good Reason, in each case within 12 months following a Change in Control and within the Restriction Period, all of the Restricted Stock Units represented hereby shall vest upon such termination and be payabl...e in accordance with Section 5 hereof. View More