Grouped Into 27 Collections of Similar Clauses From Business Contracts
This page contains Award clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Award. This Award grants you the opportunity to receive the number of shares of Common Stock of the Company set forth above as Performance Shares Awarded (the "Target Shares"). The number of shares actually payable to you under this Award is contingent on the results of the relative Performance Factor (as defined in Appendix A) during the Performance Period, as measured against the comparator "Peer Group" and on any Negative Discretion factor applied in the Committee's discretion, as further explained ...in this Agreement and in Appendix A. The grant date, the Performance Period and other applicable terms of your Performance Stock Award constitute a part of this Award Agreement and are set forth and described in Appendix A.View More
Award. This Award grants you the opportunity to receive the number of shares of Common Stock of the Company set forth above as Performance Shares Awarded (the "Target Shares"). The number of shares actually payable to you under this Award is contingent on the results of the relative Performance Factor (as defined in Appendix A) during the Performance Period, as measured against the comparator "Peer Group" and on any Negative Discretion factor applied in the Committee's discretion, as further explained ...in this Agreement and in Appendix A. The grant date, the Performance Period Period, the Vesting Period, and other applicable terms of your Performance Stock Award constitute a part of this Award Agreement and are set forth and described in Appendix A. View More
Award. In consideration of Employee's continued services as an Employee, and Employee's agreement to enter into an Employee Non-Competition and Confidentiality Agreement, in a form approved by the Company, the Company hereby grants to Employee Restricted Stock Units. Restricted Stock Units are notational units of measurement denominated in shares of common stock of Renewable Energy Group, Inc., $.0001 par value ("Common Stock"). Each Restricted Stock Unit represents a hypothetical share of Common Stock..., subject to the conditions and restrictions on transferability set forth below and in the Plan. The Restricted Stock Units will be credited to Employee in an unfunded bookkeeping account established for Employee.View More
Award. In consideration of Employee's continued services as an Employee, and Employee's agreement to enter into an Employee Non-Competition and Confidentiality Agreement, in a form approved by the Company, the Company hereby grants to Employee 59,623 Restricted Stock Units. Restricted Stock Units are notational units of measurement denominated in shares of common stock of Renewable Energy Group, Inc., $.0001 par value ("Common Stock"). Each Restricted Stock Unit represents a hypothetical share of Commo...n Stock, subject to the conditions and restrictions on transferability set forth below and in the Plan. The Restricted Stock Units will be credited to Employee in an unfunded bookkeeping account established for Employee. View More
Award. Pursuant to the terms of the Plan and in consideration of the covenants and promises of the Grantee herein contained, the Company hereby awards to the Grantee as of the Grant Date nonqualified stock options to purchase from the Company at the applicable Base Price the number and type of shares of Common Stock authorized by the Plan Administrator and set forth in the notice of online grant delivered to the Grantee pursuant to the Company's online grant and administration program, subject to the c...onditions and restrictions set forth in this Agreement and in the Plan (the "Options"). The Options are exercisable as set forth in Section 3 during the period commencing on the Grant Date and expiring at the Close of Business on the Option Termination Date (the "Term"), subject to earlier termination as provided in Section 7 below. However, if the Term expires when trading in the Common Stock is prohibited by law or the Company's insider trading policy, then the Term shall expire on the 30th day after the expiration of such prohibition. No fractional shares of Common Stock will be issuable upon exercise of an Option, and the Grantee will receive, in lieu of any fractional share of such Common Stock that the Grantee otherwise would receive upon such exercise, cash equal to the fraction representing such fractional share multiplied by the Fair Market Value of one share of such Common Stock as of the date on which such exercise is considered to occur pursuant to Section 4.View More
Award. Pursuant to the terms of the Plan and in consideration of the covenants and promises of the Grantee herein contained, the Company hereby awards to the Grantee as of the Grant Date nonqualified stock options to purchase from the Company at the applicable Base Price the number and type of shares of Common Stock authorized by the Plan Administrator and set forth in the notice of online grant delivered to the Grantee pursuant to the Company's online grant and administration program, subject to the c...onditions and restrictions set forth in this Agreement and in the Plan (the "Options"). The Options are exercisable as set forth in Section 3 during the period commencing on the Grant Date and expiring at the Close of Business on the Option Termination Date (the "Term"), subject to earlier termination as provided in Section 7 below. However, if the Term expires when trading in the Common Stock is prohibited by law or the Company's insider trading policy, then the Term shall expire on the 30th day after the expiration of such prohibition. No fractional shares of Common Stock will be issuable upon exercise of an Option, and the Grantee will receive, in lieu of any fractional share of such Common Stock that the Grantee otherwise would receive upon such exercise, cash equal to the fraction representing such fractional share multiplied by the Fair Market Value of one share of such Common Stock as of the date on which such exercise is considered to occur pursuant to Section 4.View More
Award. Pursuant to the terms of the Plan and in consideration of the covenants and promises of the Grantee herein contained, the Company hereby awards to the Grantee as of the Grant Date nonqualified stock options to purchase from the Company at the applicable Base Price the number and type of shares of Common Stock authorized by the Plan Administrator and set forth in the notice of online grant delivered to the Grantee pursuant to the Company's online grant and administration program, subject to the c...onditions and restrictions set forth in this Agreement and in the Plan (the "Options"). The Options are exercisable as set forth in Section 3 during the period commencing on the Grant Date and expiring at the Close of Business on the Option Termination Date (the "Term"), subject to earlier termination as provided in Section 7 below. However, if the Term expires when trading in the Common Stock is prohibited by law or the Company's insider trading policy, then the Term shall expire on the 30th day after the expiration of such prohibition. No fractional shares of Common Stock will be issuable upon exercise of an Option, and the Grantee will receive, in lieu of any fractional share of such Common Stock that the Grantee otherwise would receive upon such exercise, cash equal to the fraction representing such fractional share multiplied by the Fair Market Value of one share of such Common Stock as of the date on which such exercise is considered to occur pursuant to Section 4.View More
Award. The Full Value Award is in all respects subject to the terms, definitions and provisions of the Envestnet, Inc. 2010 Long-Term Incentive Plan ("Plan") and the Certificate, each of which is incorporated herein by reference, as well as these Terms and Conditions. These Terms and Conditions, together with the Certificate, and the Plan constitute the Full Value Award agreement under the Plan. Unless the context clearly provides otherwise, the capitalized terms herein shall have the meaning ascribed ...to such terms under the Plan.View More
Award. The Full Value Award This Option is in all respects subject to the terms, definitions and provisions of the Envestnet, Inc. 2010 Long-Term Incentive Plan ("Plan") and the Certificate, each of which is incorporated herein by reference, as well as these Terms and Conditions. These Terms and Conditions, together with the Certificate, and the Plan constitute the Full Value Award Option agreement under the Plan. Unless the context clearly provides otherwise, the capitalized terms herein shall have th...e meaning ascribed to such terms under the Plan. This Option is intended to be a Nonqualified Stock Option. View More
Award. Eligibility Criteria. The Committee will select Eligible Employees to participate in LTPCP in the manner described in the Plan. In order to receive payment of a LTPCP Award, Participants must remain employed with the Company or one of its subsidiaries on the payment date of the LTPCP Award, except as otherwise provided in Section 6 of the Plan and Section 5 of these Terms and Conditions. 3.2. Grant of Awards. Each Participant will have a designated Target Incentive, expressed as a dollar amount ...and a corresponding percentage of the current base salary, specified in his or her Notice of Award. LTPCP Target Incentives are not subject to change during the Performance Period, except at the discretion of the Committee. 3.3. Description of Performance Criteria. Each Participant's right to receive a payout under his or her LTPCP Award is also dependent on the attainment over the Performance Period of the applicable performance targets as set forth in the Appendix, and weighted as set forth therein. Verification of Metrics. The Committee will approve performance results for the metrics listed in the Appendix, ensuring independent verification of the measures where applicable, and will certify in writing the degree to which the performance goals were attained. 4.2. Calculation of Payments. The performance results will be used to calculate the final payment amount for each Participant who satisfies the continuing employment requirement specified in Section 3.1 above, and such payment amounts will be certified by the Committee. 4.3. Timing of Payouts. Each Participant entitled to receive a payout shall receive payment in cash of his or her LTPCP Award no later than two and a half months after the end of the applicable Performance Period. 4.4. Incentive Compensation Recoupment. This Award is subject to the Company's Policy Regarding Executive Compensation Recoupment, as adopted by the Board of Directors on February 23, 2011, and as it may be amended from time to time.View More
Award. Eligibility Criteria. The Committee will select Eligible Employees to participate in LTPCP MIP in the manner described in the Plan. In order to receive payment of a LTPCP MIP Award, Participants must remain employed with the Company or one of its subsidiaries on the payment date of the LTPCP MIP Award, except as otherwise provided in Section 6 of the Plan and Section 5 of these Terms and Conditions. 3.2. Grant of Awards. Each Participant will have a designated Target Incentive, expressed as a do...llar amount and a corresponding percentage of the current base salary, his or her Actual Earnings, specified in his or her Notice of Award. LTPCP Any change in a Participant's Target Incentives are not subject to change Incentive during the Performance Period, except at Period with respect to a MIP Award that is not intended to be Performance-Based Compensation will be pro-rated based on the discretion date of the Committee. 3.3. Description change. 3.3.Description of Performance Criteria. Each Participant's right to receive a payout under his or her LTPCP MIP Award is also dependent on the attainment over the Performance Period of the applicable performance targets as set forth in the Appendix, and weighted as set forth therein. Verification of Metrics. The Committee will approve financial and other performance results for the metrics listed in the Appendix, ensuring independent verification of the measures where applicable, and will applicable. 4.2.Certification of Payouts. The Committee shall certify in writing the degree to which the performance goals targets were attained. 4.2. Calculation of Payments. The performance These achievement results will be used to calculate the final payment amount for each Participant who satisfies the continuing employment requirement specified in Section 3.1 above, and above. Each such payment amounts will be certified by the Committee. 4.3. Timing of Payouts. Each Participant entitled to receive a payout shall receive payment in cash of his or her LTPCP MIP Award no later than two and a half months after the end of the applicable Performance Period. 4.4. Incentive 4.3.Incentive Compensation Recoupment. This Award is subject to the Company's Policy Regarding Executive Compensation Recoupment, as adopted by the Board of Directors on February 23, 2011, and as it may be amended from time to time. View More
Award. Performance Period. Not later than the earlier of (i) 90 days after the commencement of the Performance Period and (ii) the expiration of 25% of the Performance Period, the Committee shall, in writing, designate one or more Performance Periods, and determine the Participants for such Performance Periods, the Performance Goals and the maximum amount of each Performance Award. 4.2. Certification. At such time as it shall determine appropriate following the conclusion of each Performance Period, th...e Committee shall certify, in writing, the attainment of the Performance Goal and the amount of the Performance Award achieved for each Participant for such Performance Period. 4.3. Limitations on Grants to Individual Participants. No Participant may be granted Performance Awards that are denominated in shares of the Company's common stock in any 12-month period with respect to more than 1,000,000 shares. In addition to the foregoing, the maximum dollar value granted to any Participant in any 12-month period with respect to Performance Awards that are valued in cash or in property other than shares is $10,000,000. The per-Participant limit described in this Section 4.3 shall be construed and applied consistently with Section 162(m) of the Code, or any successor provision thereto, and the regulations thereunder. 4.4. Payment of Performance Awards. Performance Awards determined by the Committee for a Performance Period shall be paid in cash or, to the extent provided in a stockholder-approved stock plan of the Company, share 2 awards under such plan. Payment to each Participant shall be made no later than the fifteenth day of the third month following the end of the fiscal year of the Company in which the applicable Performance Period ends or such other date determined by the Committee and consistent with Section 409A of the Code. 4.5. Commencement or Termination of Employment. If a person becomes a Participant during a Performance Period (whether through promotion or commencement of employment) or if a person who otherwise is a Participant dies, retires or is Disabled, or if the person's employment is otherwise terminated (including, where applicable, through action by the Participant for a "good reason" as defined in a plan or agreement covering the Participant), during a Performance Period, the Performance Award payable to such a Participant may, in the discretion of the Committee, be proportionately reduced based on the period of actual employment during the applicable Performance Period. No payment will be made if a Participant's employment is terminated either by the Company for "cause" (as defined in a plan or agreement covering the Participant and determined by the Committee in its sole discretion) or by the Participant by resignation (other than through retirement or for "good reason"). Nothing in this Section 4.5 is intended to prohibit establishing a Performance Period under Section 4.1 that is specific to the covered individual. 4.6. Adjustments. The Committee may adjust downwards, but not upwards, the amount payable pursuant to a Performance Award, and the Committee may not waive the achievement of the applicable Performance Goals, except in the case of death, Disability of the Participant or a change-in-control or ownership of the Company.View More
Award. Performance Period. Not later than 3.1 Allocation of Awards. Prior to the earlier of (i) 90 days after following the commencement of a Performance Period or (ii) the passage of 25 percent of the duration of such Performance Period, the Committee will designate such Eligible Employees as it deems appropriate to participate in the Plan for such Performance Period. The Committee's designation of an Eligible Employee as entitled to participate in the Plan may be for a single Performance Period, or f...or a fixed or indefinite series of future Performance Periods, in its discretion. A designation for more than one Performance Period shall be subject to the Participant's continued employment by the Company or its subsidiaries, and may be rescinded at any time as to future Performance Periods by the Committee. Awards may be granted to a Participant in such amounts and on such terms as may be determined by the Committee. At the time an Award is made, the Committee will specify the terms and conditions that will govern the Award, which will include that the Award will be earned only upon, and to the extent that, the applicable performance goals as described in Section 3.2 are satisfied over the course of the applicable Performance Period. Different terms and conditions may be established by the Committee for different Awards and for different Participants. 3.2 Performance Goals. The payment of an Award will be contingent upon the degree of attainment over the applicable Performance Period of one or more performance goals based on Performance Measures described in Section 2(j). For any Performance Period, the Committee will select the applicable Performance Measure(s), specify the performance goal(s) based on those Performance Measures, and specify in terms of an objective formula or standard the method for calculating the amount payable to a Participant if the performance goal(s) are satisfied, all prior to the earlier of (i) 90 days following the commencement of the Performance Period and or (ii) the expiration passage of 25% 25 percent of the duration of the Performance Period. In specifying the performance goals applicable to any Performance Period, the Committee shall, in writing, designate may provide that one or more Performance Periods, and determine the Participants for such Performance Periods, objectively determinable adjustments shall be made to the Performance Goals Measures on which the performance goals are based, which may include adjustments that would cause such measures to be considered "non-GAAP financial measures" within the meaning of Rule 101 under Regulation G promulgated by the Securities and Exchange Commission, such as excluding the maximum impact of specified unusual or nonrecurring events such as acquisitions, divestitures, restructuring activities, asset write-downs, litigation judgments or settlements or changes in tax laws or accounting principles. The Committee may, in its discretion, modify the performance goals applicable to a Performance Period if it determines that as a result of changed circumstances, such modification is required to reflect the original intent of such performance goals. However, no such modification may be made to the extent it would increase the amount of each Performance-Based Compensation that would otherwise be payable to any Participant who is a Covered Officer. 3.3 Maximum Amount of Awards. No Participant who is a Covered Officer shall be entitled to receive an Award payment for any Performance Award. 4.2. Certification. At such Period that exceeds $3,000,000 for an annual Performance Period. 3.4 Adjustments. The Committee is authorized at any time as it during or after a Performance Period, in its sole and absolute discretion, to reduce or eliminate the amount of an Award otherwise payable to any Participant for any reason. No reduction in the amount of an Award payable to any Participant shall determine appropriate following increase the conclusion amount of an Award payable to any other Participant. 3.5 Payment of Awards. Following the completion of each Performance Period, the Committee shall certify, certify in writing, writing the attainment degree to which the specified performance goals based on the Performance Measures selected for that Performance Period were attained and the resulting amounts payable to Participants in connection with Awards for that Performance Period. Each Participant shall receive payment in cash of the Performance Goal Award as soon as practicable following the Committee's determination and the amount of the Performance Award achieved for each Participant for such Performance Period. 4.3. Limitations on Grants certification made pursuant to Individual Participants. No Participant may be granted Performance Awards that are denominated in shares of the Company's common stock in any 12-month period with respect to more than 1,000,000 shares. In addition to the foregoing, the maximum dollar value granted to any Participant in any 12-month period with respect to Performance Awards that are valued in cash or in property other than shares is $10,000,000. The per-Participant limit described in this Section 4.3 shall be construed and applied consistently with Section 162(m) of the Code, or any successor provision thereto, and the regulations thereunder. 4.4. Payment of Performance Awards. Performance Awards determined by the Committee for a Performance Period shall be paid 3.5, but in cash or, to the extent provided in a stockholder-approved stock plan of the Company, share 2 awards under such plan. Payment to each Participant shall be made no event later than the fifteenth day of the third month following two and one-half months after the end of the fiscal calendar year of the Company in during which the applicable Performance Period ends or such other date determined by the Committee and consistent with Section 409A of the Code. 4.5. Commencement or Termination of Employment. If a person becomes a Participant during a Performance Period (whether through promotion or commencement of employment) or if a person who otherwise is a Participant dies, retires or is Disabled, or if the person's employment is otherwise terminated (including, where applicable, through action by the Participant for a "good reason" as defined in a plan or agreement covering the Participant), during a Performance Period, the Performance Award payable to such a Participant may, in the discretion of the Committee, be proportionately reduced based on the period of actual employment during the applicable Performance Period. No payment will be made if a Participant's employment is terminated either by the Company for "cause" (as defined in a plan or agreement covering the Participant and determined by the Committee in its sole discretion) or by the Participant by resignation (other than through retirement or for "good reason"). Nothing in this Section 4.5 is intended to prohibit establishing a Performance Period under Section 4.1 that is specific to the covered individual. 4.6. Adjustments. The Committee may adjust downwards, but not upwards, the amount payable pursuant to a Performance Award, and the Committee may not waive the achievement of the applicable Performance Goals, except in the case of death, Disability of the Participant or a change-in-control or ownership of the Company. ended. View More
Award. Subject to the terms and conditions herein, pursuant to the Plan, the Company grants to the Grantee effective as of the Grant Date an Award of the number of Restricted Stock Units (as defined in the Plan) authorized by the Plan Administrator and set forth in the notice of online grant delivered to the Grantee pursuant to the Company's online grant and administration program (the "Restricted Stock Units"), each representing the right to receive one share of Common Stock, subject to the conditions... and restrictions set forth below in this Agreement and in the Plan.View More
Award. Subject to the terms and conditions herein, pursuant to the Plan, the Company grants to the Grantee effective as of the Grant Date an Award of the number and type of performance-based Restricted Stock Units (as defined in the Plan) authorized by the Plan Administrator Committee and set forth in the notice of online grant delivered to the Grantee pursuant to the Company's online grant and administration program (the "Restricted Stock Units"), each representing the right to receive one share of th...e type of Common Stock, Stock specified in such notice of online grant, subject to the conditions and restrictions set forth below in this Agreement and in the Plan. View More
Award. Subject Pursuant to the terms of the Plan and conditions herein, pursuant to in consideration of the Plan, covenants and promises of the Grantee herein contained, the Company grants hereby awards to the Grantee effective as of the Grant Date an Award of the number and type of Restricted shares of Common Stock Units (as defined in the Plan) authorized by the Plan Administrator and set forth in the notice of online grant delivered to the Grantee pursuant to the Company's online grant and administr...ation program (the "Restricted Stock Units"), each representing the right to receive one share of Common Stock, program, subject to the conditions and restrictions set forth below in this Agreement and in the Plan. Plan (the "Restricted Shares"). View More
Award. Subject Pursuant to the terms of the Plan and conditions herein, pursuant to in consideration of the Plan, covenants and promises of the Grantee herein contained, the Company grants hereby awards to the Grantee effective as of the Grant Date an Award of the number and type of Restricted shares of Common Stock Units (as defined in the Plan) authorized by the Plan Administrator and set forth in the notice of online grant delivered to the Grantee pursuant to the Company's online grant and administr...ation program (the "Restricted Stock Units"), each representing the right to receive one share of Common Stock, program, subject to the conditions and restrictions set forth below in this Agreement and in the Plan. Plan (the "Restricted Shares"). View More
Award. The Award shall become vested and the Participant shall be entitled to receive one share of Stock for each vested RSU in accordance with the following table: Number of Shares Vesting Date(s) 25% 25% 25% 25% 1st anniversary of Award Date 2nd anniversary of Award Date 3rd anniversary of Award Date 4th anniversary of Award Date Notwithstanding the foregoing, (i) the Award shall become fully vested and the Participant shall be entitled to receive one share of Stock for each vested RSU in the event o...f the Participant's death, Disability or a Change in Control; (ii) the Award shall continue to vest in accordance with the terms of this Agreement, and the Participant shall be entitled to receive one share of Stock for each RSU at the time of vesting (in accordance with Section 5), in the event of the Participant's termination of Service due to Retirement; and (iii) any unvested portion of the Award shall vest, as of the date of the termination, in the event of the Participant's involuntary termination of Service due to Position Elimination ("Position Elimination Termination"), and the Participant shall be entitled to receive one share of Stock for each RSU at the time of vesting (in accordance with Section 5), prorated based on a fraction, the numerator of which is the number of days in which the Participant was in Service from the Award Date through the date of such Position Elimination Termination, and the denominator of which is the total number of days in the vesting period (i.e., from the Award Date through the four (4) year anniversary of the Award Date). Upon the Participant's termination of Service with the Company for any reason other than death, Disability, Retirement or Position Elimination Termination, the Participant shall immediately cease vesting in the Award, and the unvested portion of the Award shall be forfeited immediately. Notwithstanding anything herein to the contrary, if the Participant's Service is terminated involuntarily for any reason other than Cause, the Committee may, in its sole discretion, accelerate the vesting of all or any portion of the Award. For purposes hereof, "Disability" shall have the meaning provided under: (a) first, an employment agreement between the Participant and the Company; (b) second, if no such employment agreement exists, the terms of the Plan. In addition, for purposes of this Agreement, the Participant's date of termination of Service (for any reason other than death or Disability) shall be the earlier of: (i) the date on which the Participant ceases to render Service to or be employed by the Company, as determined by the Company in its sole discretion; (ii) the date on which the Company first provides notice of termination of Service; or (iii) the first date of any statutory notice period provided under local law. For purposes hereof, the definition of "Change in Control" shall be deemed modified, only to the extent necessary, to avoid the imposition of an excise tax under Section 409A, to mean a "change in control event" as such term is defined for purposes of Section 409A. For purposes of clarity, if an Award would, for example, vest and be paid on a Change in Control, but payment of such Award would violate the provisions of Section 409A, then the Award shall vest but will not be paid until the Participant experiences a "separation from service" within the meaning of Section 409A. For purposes hereof, "Position Elimination" shall mean the involuntary termination of the Participant's Service by the Company due to the Company's determination that the Participant's position with the Company will be eliminated because of a staffing adjustment or other organizational change, expense reduction considerations, office closings or relocations (including but not limited to adjustments in the number of staff in a department or unit or the elimination of all or some of the functions of a department or unit), in which the Participant will not be replaced by another person in the same position. For purposes hereof, "Retirement" shall mean the termination of the Participant's Service following the Participant's attainment of a combination of age and years of Service of at least seventy (70), with a minimum of fifty-five (55) years of age; provided, however, that the Participant's termination of Service will not be deemed to have occurred by reason of Retirement if the Participant's Service has been terminated by reason of Cause, as determined by the Company in its sole discretion. For purposes hereof, "termination of Service" shall be deemed to occur only if it is a "separation from service" within the meaning of Section 409A.View More
Award. The Award shall become vested and the Participant shall be entitled to receive one share of Stock for each vested RSU in accordance with the following table: Number of Shares Vesting Date(s) 25% 25% 25% 25% 1st anniversary of Award Date 2nd anniversary of Award Date 3rd anniversary of Award Date 4th anniversary of Award Date Notwithstanding the foregoing, (i) the Award shall become fully vested and the Participant shall be entitled to receive one share of Stock for each vested RSU in the event o...f the Participant's death, Disability or a Change in Control; (ii) the Award shall continue to vest in accordance with the terms of this Agreement, and the Participant shall be entitled to receive one share of Stock for each RSU at the time of vesting (in accordance with Section 5), in the event of the Participant's termination of Service due to Retirement; and (iii) any unvested portion of the Award shall vest, as of the date of the termination, in the event of the Participant's involuntary termination of Service due to Position Elimination ("Position Elimination Termination"), and the Participant shall be entitled to receive one share of Stock for each RSU at the time of vesting (in accordance with Section 5), prorated based on a fraction, the numerator of which is the number of days in which the Participant was in Service from the Award Date through the date of such Position Elimination Termination, and the denominator of which is the total number of days in the vesting period (i.e., from the Award Date through the four (4) year anniversary of the Award Date). Control. Upon the Participant's termination of Service with the Company for any reason other than death, death or Disability, Retirement or Position Elimination Termination, the Participant shall immediately cease vesting in the Award, and the unvested portion of the Award shall be forfeited immediately. Notwithstanding anything herein to the contrary, if the Participant's Service is terminated involuntarily for any reason other than Cause, the Committee may, in its sole discretion, accelerate the vesting of all or any portion of the Award. For purposes hereof, "Disability" shall have the meaning provided under: (a) first, an employment agreement between the Participant and the Company; (b) second, if no such employment agreement exists, the terms of the Plan. In addition, for purposes of this Agreement, the Participant's date of termination of Service (for any reason other than death or Disability) shall be the earlier of: (i) the date on which the Participant ceases to render Service to or be employed by the Company, as determined by the Company in its sole discretion; (ii) the date on which the Company first provides notice of termination of Service; or (iii) the first date of any statutory notice period provided under local law. For purposes hereof, the definition of "Change in Control" shall be deemed modified, only to the extent necessary, to avoid the imposition of an excise tax under Section 409A, to mean a "change in control event" as such term is defined for purposes of Section 409A. For purposes of clarity, if an Award would, for example, vest and be paid on a Change in Control, but payment of such Award would violate the provisions of Section 409A, then the Award shall vest but will not be paid until the Participant experiences a "separation from service" within the meaning of Section 409A. For purposes hereof, "Position Elimination" shall mean the involuntary termination of the Participant's Service by the Company due to the Company's determination that the Participant's position with the Company will be eliminated because of a staffing adjustment or other organizational change, expense reduction considerations, office closings or relocations (including but not limited to adjustments in the number of staff in a department or unit or the elimination of all or some of the functions of a department or unit), in which the Participant will not be replaced by another person in the same position. For purposes hereof, "Retirement" shall mean the termination of the Participant's Service following the Participant's attainment of a combination of age and years of Service of at least seventy (70), with a minimum of fifty-five (55) years of age; provided, however, that the Participant's termination of Service will not be deemed to have occurred by reason of Retirement if the Participant's Service has been terminated by reason of Cause, as determined by the Company in its sole discretion. For purposes hereof, "termination of Service" shall be deemed to occur only if it is a "separation from service" within the meaning of Section 409A. View More
Award. The Company hereby awards and issues to Employee 10,457 restricted stock units (the "Units"). Each Unit represents the right to receive one share of the Company's common stock, par value $0.01 per share (the "Stock") under the Company's 2013 Stock Incentive Plan (as amended from time to time, the "Plan") subject to the terms of the Plan (including, without limitation, adjustment of the ratio of converting Units into Stock provided for in the Plan) and to the vesting requirements set forth herein....View More
Award. The Company hereby awards and issues to Employee 10,457 9,300 restricted stock units (the "Units"). Each Unit represents the right to receive one share of the Company's common stock, par value $0.01 per share (the "Stock") under the Company's 2013 Stock Incentive Plan (as amended from time to time, the "Plan") subject to the terms of the Plan (including, without limitation, adjustment of the ratio of converting Units into Stock provided for in the Plan) and to the vesting requirements set forth ...herein. View More
