Restriction Period and Vesting Clause Example from Business Contracts

Restriction Period and Vesting. Service-Based Vesting Condition. Except as otherwise provided in this Section 3, the Award shall vest in accordance with the vesting schedule set forth in the Award Notice, provided the Holder continuously serves as a Non-Employee Director through such date. The period of time prior to such vesting shall be referred to herein as the "Restriction Period."3.2. Termination of Service. (a) Death or Disability. If the Holder's service as a Non-Employee Director terminates prior to the end of the Rest...riction Period by reason of the Holder's death or Disability, then in either case, the Award shall be 100% vested upon such termination of service. For purposes of this Award, "Disability" shall mean the Holder's absence from the Holder's duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Holder's incapacity due to physical or mental illness. (b) Failure to Stand for Re-election. If the Holder's service as a Non-Employee Director terminates prior to the end of the Restriction Period by reason of the Holder's failure to be nominated or otherwise stand for re-election to the Board at an annual meeting of the Company that occurs during the Restriction Period, then a prorated portion of the Award shall become vested as of the date of the annual meeting on which the Holder's service on the Board ceases, determined by multiplying the number of Shares subject to the Award by a fraction, the numerator of which shall be the number of days from the Grant Date until the date on which the Holder's service on the Board ceases and the denominator of which shall be 365. (c) Termination of Service other than due to Death or Disability or Failure to Stand for Re-Election. If the Holder's service as a Non-Employee Director terminates prior to the end of the Restriction Period or prior to the occurrence of a Change in Control for any reason other than due to death, Disability or failure to be nominated or otherwise stand for re-election to the Board, then the Award shall be immediately forfeited by the Holder and cancelled by the Company unless otherwise determined by the Board in connection with such termination. 3.3. Change in Control. Upon a Change in Control, the Restriction Period shall lapse and the Award shall become fully vested. View More