Restrictions and Vesting Contract Clauses (71)

Restrictions and Vesting. Subject to the terms set forth in this Award Agreement and the Plan, and provided that you are still an employee of the Company at that time, 20 percent of the Shares, as set forth on your Award Notice, represented by the Award will vest on each of the first, second, third, fourth and fifth anniversaries of the date of grant, (each, a "Vesting Date"). Except in the event of your death or Disability or your Retirement (as defined below) on or after the one-year anniversary of the Date of Grant,... if your employment terminates before a Vesting Date, then the unvested portion of the Award shall be forfeited and cancelled immediately. If your employment terminates due to death or Disability, your Award shall immediately become 100% vested. If your employment terminates due to Retirement on or after the one-year anniversary of the Date of Grant, the unvested portion of the Award that would otherwise vest during the one-year period following your Retirement, if any, shall remain outstanding and continue to vest in accordance with the terms of this Award Agreement on its scheduled Vesting Date, and the remaining unvested portion of the Award shall be forfeited and cancelled as of your last day worked. Notwithstanding the terms of the Plan, for purposes of this Award Agreement the term "Retirement" means retirement from the Company at age 60 or later with ten or more years of employment (full-time or part-time) with the Company. View More

Restrictions and Vesting. Each unvested Share under the Award shall be subject to the Transfer Restrictions set forth in Section 4 of this Agreement. Subject to Sections 2 and 3, the Shares shall vest in four tranches (each, a "Vesting Tranche" and collectively, the "Vesting Tranches") in accordance with Subsection 1(a) of this Agreement and applicable provisions of the Plan, but in each case only if a Forfeiture Condition described in Subsection 1(b) below has not previously occurred. The term "vest" as used herein... with respect to any Share means the lapsing of the Transfer Restrictions described herein with respect to such Share. a. Vesting. [•] Each such anniversary date shall be referred to herein as the "Regular Vesting Date" of the Vesting Tranche vesting on such date. b. Forfeiture Conditions. Any Share then subject to Transfer Restrictions shall be automatically and immediately forfeited to the Company if, with respect to a particular Vesting Tranche of which such Share is part, any of the following occurs (each, a "Forfeiture Condition"): i. the Participant terminates employment with the Company (or one of its subsidiaries as applicable) voluntarily (i.e., other than as a result of death or disability) or is involuntarily terminated by the Company (or one of its subsidiaries as applicable) with "cause" prior to the vesting of such Vesting Tranche; or ii. the Participant terminates employment with the Company (or one of its subsidiaries as applicable) by reason of death or disability or is involuntarily terminated by the Company (or one of its subsidiaries as applicable) without "cause" prior to the vesting of such Vesting Tranche and prior to the certification by the Board of Directors of the Company (the "Board") or the Compensation Committee of the Board (the "Compensation Committee") that the applicable performance goal or goals had been met or exceeded for such Vesting Tranche as set by the Compensation Committee and set forth on Appendix A to this Agreement; or iii. the Company fails to meet or exceed the applicable performance goal or goals for such Vesting Tranche as set by the Compensation Committee and set forth on Appendix A to this Agreement, which performance goal or goals must be met or exceeded for such Vesting Tranche as a condition precedent to the vesting of such Vesting Tranche of this Award. Performance-Based Restricted Stock Grant Upon the occurrence of a Forfeiture Condition, the Participant hereby (i) appoints the Company as the attorney-in-fact of the Participant to take such actions as may be necessary or appropriate to effectuate a transfer of the record ownership of any such Shares that are unvested and forfeited hereunder, (ii) agrees to deliver to the Company, as a precondition to the issuance of any certificate or certificates with respect to unvested Shares hereunder, one or more stock powers, endorsed in blank, with respect to such Shares, and (iii) agrees to sign such other powers and take such other actions as the Company may reasonably request to accomplish the transfer or forfeiture of any unvested Shares that are forfeited hereunder. A vested share to which the Transfer Restrictions no longer apply shall be freely transferable, subject, however, to (i) satisfaction of any applicable tax withholding requirements with respect to the vesting or transfer of such Share; (ii) the completion of any administrative steps (for example, but without limitation, the transfer of certificates) that the Company may reasonably impose; and (iii) applicable requirements of federal and state securities laws. Until a Share is vested, the certificate evidencing the Share shall carry a restrictive legend that prohibits any sale, transfer, pledge, assignment or other encumbrance or disposition of such Share prior to vesting. In addition, if unvested Shares are held in book entry form, the Company may take such steps as it deems necessary or appropriate to record and manifest the restrictions applicable to such Shares and the Participant agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions of this Agreement. Any certificates representing unvested Shares shall be held by the Company. View More