Terms and Conditions Clause Example with Variations from Business Contracts

Terms and Conditions. (a) Vesting. (i) All of the Restricted Stock Units shall initially be unvested. All Restricted Stock Units shall vest based on the Company's achievement of the Performance Goals. The Compensation Committee shall determine achievement of such Performance Goals in its sole discretion, and the date upon which the Compensation Committee determines such performance shall be subject to the following applicable vesting schedule and if a date (the "Date of Vesting"). If Grantee terminates employment Grantee's Business Relationship with Lands' End prior to the date Date of Vesting (except as provided below, in subsection 3(a)(ii) and (iii) below), such Grantee shall forfeit any unvested Restricted Stock Units upon such termination of employment:Date of Vesting Percent Vested employment. (ii) If, following the twelve (12) month anniversary of the Issuance Date, the Grantee's employment Business Relationship with Lands' End terminates due to a the Grantee's permanent and total disability (as defined in the Company's long-term disability program, regardless of whether the Participant Grantee is covered by such program) ("Disability"), Restricted Stock Units not previously vested shall be vested remain eligible to vest on a prorated basis through the date of termination. termination based on actual performance of the Company at the end of the Performance Period. (iii) If, following the twelve (12) month anniversary of the Issuance Date, the Grantee's employment Business Relationship with Lands' End terminates due to the Grantee's death, Restricted Stock Units not previously vested shall be vested remain eligible to vest on a prorated basis through the date of death, and his or her estate shall be entitled eligible to receive such pro-rated Restricted Stock Unit award, payable in cash. cash based on actual performance of the Company at the end of the Performance Period. (iv) Any proration of the Restricted Stock Units described in subsections 3(a)(ii)-(iii) 3(a)(ii) and(iii) shall be based on a fraction, the numerator of which is the number of full months lapsed during the vesting period Performance Period through the date of termination or death, as applicable, and the denominator of which is the full number of months in the vesting period. Performance Period (the "Pro Rata Fraction") and the number of 2 Restricted Stock Units which vest per subsections 3(a)(ii) and (iii), shall be determined by multiplying (i) the .Pro Rata Fraction by (ii) the number of Restricted Stock Units that would have vested based on actual performance as determined by the Compensation Committee at the end of the Performance Period. (b) Forfeiture. Upon the termination of the Grantee's employment Business Relationship with Lands' End for any reason other than death or Disability, the Grantee shall forfeit any and all Restricted Stock Units which have not vested as of the date of such termination; provided that, for the avoidance of doubt, upon the occurrence of a Change in Control, Section 12.3 of the Plan shall govern. Any Restricted Stock Units that do not vest based on satisfaction of the Performance Goals at the end of the Performance Period will be forfeited on the Date of Vesting. (c) Accelerated Vesting. Any accelerated vesting of the Restricted Stock Units, as provided either pursuant to Section 12.3 of the Plan or by contract, shall result in the vesting of the number of Target Units set forth above. (d) Settlement. Restricted Stock Units not previously forfeited shall be settled within thirty (30) days after the applicable Date of Vesting under Section 3(a)(ii) by delivery of one share of common stock for each Restricted Stock Unit being settled.4. Taxes. (a) This Section 4(a) applies only to (a) all Grantees who are U.S. employees, and (b) to those Grantees who are employed by a Subsidiary of the Company that is obligated under applicable local law to withhold taxes with respect to the settlement of the Restricted Stock Units. Such Grantee shall pay to the Company or a designated Subsidiary, promptly upon request, and in any event at the time the Grantee recognizes taxable income with respect to the Restricted Stock Units, an amount equal to the taxes Lands' End determines it is required to withhold under applicable tax laws with respect to the Restricted Stock Units. The Grantee may satisfy the foregoing requirement by making a payment to Lands' End in cash or by delivering already owned unrestricted Shares or by having Lands' End withhold a number of Shares in which the Grantee would otherwise become vested under this Agreement, in each case, having a value equal to the minimum amount of tax required to be withheld. Such Shares shall be valued at their fair market value on the date as of which the amount of tax to be withheld is determined. (b) The Grantee acknowledges that the tax laws and regulations applicable to the Restricted Stock Units and the disposition of the shares following the settlement of Restricted Stock Units are complex and subject to change. settled. View More

Terms and Conditions. (a) Vesting. (i) All of the Restricted Stock Units shall initially be unvested. All Restricted Stock Units shall be subject vest based on the Company's achievement during the Company's fiscal years 2016 (ending in calendar year 2017) and 2017 (ending in calendar year 2018) (such two-fiscal year period, the "Performance Period") of the performance metrics established for purposes of the Company's 2015 Long-Term Incentive Program, as set forth in Appendix A attached to the following vesting... schedule this Agreement (the "Performance Metrics"). The Compensation Committee shall determine achievement of such Performance Metrics in its sole discretion, and if a Grantee terminates employment prior to the date provided below, upon which the Compensation Committee determines such performance shall be the applicable vesting date (the "Date of Vesting"). Upon the achievement of the threshold, target and maximum levels of Performance Metrics, the Grantee shall forfeit any unvested will be eligible to vest in 10%, 100% and 200% of the Target Restricted Stock Units upon such termination of employment:Date of Vesting Percent Vested Units, respectively. (ii) If, following the twelve (12) month anniversary of the Issuance Date, If the Grantee's employment terminates due to a termination by the Company for Cause (as defined in the Grantee's Executive Severance Agreement, by and between the Grantee and the Company, dated January 27, 2016 (the "Severance Agreement")) or a resignation by the Grantee without Good Reason (as defined in the Severance Agreement), all of the Restricted Stock Units will be forfeit upon such termination of employment. (iii) Except as provided in Section 3(a)(ii), if the Grantee's employment terminates due to a termination of employment for any reason (including without limitation a termination by the Company without Cause, a resignation by the Grantee for Good Reason or a termination by reason of the Grantee's death or permanent and total disability (as defined in the Company's long-term disability program, regardless of whether the Participant is covered by such program) ("Disability"), program)), Restricted Stock Units not previously vested shall be vested vest in full based on a prorated basis the Company's achievement of the Performance Metrics through the date of termination. (iii) If, following termination, to be determined by the twelve (12) month anniversary of the Issuance Date, the Grantee's employment terminates due to the Grantee's death, Restricted Stock Units not previously vested shall be vested on a prorated basis through the date of death, and his or her estate shall be entitled to receive such pro-rated Restricted Stock Unit award, payable Compensation Committee in cash. (iv) Any proration of the Restricted Stock Units described in subsections 3(a)(ii)-(iii) shall be based on a fraction, the numerator of which is the number of full months lapsed during the vesting period through the date of termination or death, as applicable, and the denominator of which is the full number of months in the vesting period. its sole discretion. (b) Forfeiture. Upon the termination of the Grantee's employment with Lands' End for any reason other than death or Disability, the Grantee shall forfeit any and all Restricted Stock Units which have not vested as of the date of such termination; provided that, for the avoidance of doubt, upon the occurrence of a Change in Control, Section 12.3 of the Plan shall govern. (c) Settlement. Restricted Stock Units not previously forfeited shall be settled within thirty (30) days after the applicable Date of Vesting under Section 3(a)(ii) 3(a) by delivery of one share of common stock for each Restricted Stock Unit being settled.4. Taxes. (a) This Section 4(a) applies only to (a) all Grantees who are U.S. employees, and (b) to those Grantees who are employed by a Subsidiary of the Company that is obligated under applicable local law to withhold taxes with respect to the settlement of the Restricted Stock Units. Such Grantee shall pay to the Company or a designated Subsidiary, promptly upon request, and in any event at the time the Grantee recognizes taxable income with respect to the Restricted Stock Units, an amount equal to the taxes Lands' End the Company determines it is required to withhold under applicable tax laws with respect to the Restricted Stock Units. The Grantee may satisfy the foregoing requirement by making a payment to Lands' End the Company in cash or by delivering already owned unrestricted Shares or by having Lands' End the Company withhold a number of Shares in which the Grantee would otherwise become vested under this Agreement, in each case, having a value equal to the minimum amount of tax required to be withheld. Such Shares shall be valued at their fair market value on the date as of which the amount of tax to be withheld is determined. (b) The Grantee acknowledges that the tax laws and regulations applicable to the Restricted Stock Units and the disposition of the shares following the settlement of Restricted Stock Units are complex and subject to change. View More

Terms and Conditions. (a) Vesting. (i) All of the Restricted Stock Units shall initially be unvested. All Restricted Stock Units shall be subject to the following vesting schedule and and, except as otherwise provided in this Section 3(a) below, if a Grantee terminates employment for any reason prior to the date provided any given Vesting Date identified below, such Grantee shall forfeit any unvested Restricted Stock Units upon such termination of employment:Date employment: Vesting Date Percentage of Vesting... Percent Vested (ii) If, following the twelve (12) month anniversary of the Issuance Date, Restricted Stock Unit VestedMarch 6, 2018 25%March 6, 2019 25%March 6, 2020 25%March 6, 2021 25%(ii) If the Grantee's employment terminates due to a permanent and total disability termination by the Company for Cause (as defined in the Company's long-term disability program, regardless Grantee's Executive Severance Agreement, by and between the Grantee and the Company, dated December 19, 2016 (the "Severance Agreement")) or a resignation by the Grantee without Good Reason (as defined in the Severance Agreement), all of whether the Participant unvested Restricted Stock Units will be forfeit upon such termination of employment. (iii) If the Grantee's employment is covered terminated by such program) ("Disability"), the Company without Cause, by the Executive with Good Reason or due to death or Disability (as defined in the Severance Agreement), 50% of any of the Restricted Stock Units not previously vested shall be vested vest in full on a prorated basis through the date of termination. (iii) If, following the twelve (12) month anniversary of the Issuance Date, the Grantee's employment terminates due to the Grantee's death, Restricted Stock Units not previously vested shall be vested on a prorated basis through the date of death, and his or her estate shall be entitled to receive such pro-rated Restricted Stock Unit award, payable in cash. (iv) Any proration of the Restricted Stock Units described in subsections 3(a)(ii)-(iii) shall be based on a fraction, the numerator of which is the number of full months lapsed during the vesting period through the date of termination or death, as applicable, and the denominator of which is the full number of months in the vesting period. (b) Forfeiture. Upon the termination of the Grantee's employment with Lands' End for any reason other than death or Disability, the Grantee shall forfeit any and all Restricted Stock Units which have not vested as of the date of such termination; termination of employment; provided that, for that,if any such termination occurs after March 6, 2020, then the avoidance remaining Restricted Stock Units shall vest in full on the date of doubt, upon the occurrence such termination of a Change in Control, Section 12.3 of the Plan shall govern. (c) employment. (b) Settlement. Restricted Stock Units not previously forfeited shall be settled within thirty (30) days after the applicable Date of Vesting under Section 3(a)(ii) 3(a) by delivery of one share of common stock Share for each Restricted Stock Unit being settled.4. Taxes. (a) This Section 4(a) applies only to (a) (i) all Grantees who are U.S. employees, and (b) (ii) to those Grantees who are employed by a Subsidiary of the Company that is obligated under applicable local law to withhold taxes with respect to the settlement of the Restricted Stock Units. Such Grantee shall pay to the Company or a designated Subsidiary, promptly upon request, and in any event at the time the Grantee recognizes taxable income with respect to the Restricted Stock Units, an amount equal to the taxes Lands' End the Company determines it is required to withhold under applicable tax laws with respect to the Restricted Stock Units. The Consistent with the provisions set forth in Section 14.4 of the Plan, the Grantee may satisfy the foregoing requirement by making a payment to Lands' End the Company in cash or by delivering already owned unrestricted Shares or by having Lands' End the Company withhold a number of Shares in which the Grantee would otherwise become vested under this Agreement, Agreement (which shares shall be withheld prior to delivery of shares issued following any vesting date), in each case, having a value equal to the minimum amount of tax required to be withheld. Such Shares shall be valued at their fair market value Fair Market Value on the date as of which the amount of tax to be withheld is determined. (b) The Grantee acknowledges that the tax laws and regulations applicable to the Restricted Stock Units and the disposition of the shares following the settlement of Restricted Stock Units are complex and subject to change. View More

Terms and Conditions. (a) Vesting. (i) All of the Restricted Stock Units shall initially be unvested. All Solely with respect to Grantees with a title of Vice President or above, the Restricted Stock Units shall be subject to the Company achieving revenue and adjusted EBITDA goals of at least $100 million for the period beginning on May 3, 2014 and ending on May 1, 2015, and if achieved, then the Restricted Stock Units shall vest as set forth in Section 3(a)(ii). For purposes hereof, "EBITDA" shall mean earnings... before interest, taxes, depreciation and amortization. With respect to all other Grantees, the Restricted Stock Units shall vest as set forth in Section 3(a)(ii). (ii) In addition, all Restricted Stock Units shall be subject to the following vesting schedule and if a Grantee terminates employment prior to the date provided below, such Grantee shall forfeit any unvested Restricted Stock Units upon such termination of employment:Date employment: Date of Vesting Percent Vested (ii) If, following the twelve (12) month anniversary Vesting of the Issuance Date, Restricted Stock Units May 20, 2015 25 % May 20, 2016 25 % May 20, 2017 50 % (iii) If the Grantee's employment terminates due to a permanent and total disability (as defined in the Company's long-term disability program, regardless of whether the Participant is covered by such program) ("Disability"), death or Disability, Restricted Stock Units not previously vested shall be vested on a prorated pro-rated basis through the date of termination. (iii) If, following the twelve (12) month anniversary of the Issuance Date, the Grantee's employment terminates due to the Grantee's death, Restricted Stock Units not previously vested shall be vested on a prorated basis through the date of death, and his or her estate shall be entitled to receive such pro-rated Restricted Stock Unit award, payable in cash. (iv) Any proration of the Restricted Stock Units described in subsections 3(a)(ii)-(iii) shall be based on a fraction, the numerator of which is the number of full months lapsed during the vesting period through the date of termination or death, as applicable, and in accordance with the denominator provisions of which is the full number of months in the vesting period. LTIP Plan. (b) Forfeiture. Upon the failure to achieve the performance metrics set forth in Section 3(a)(i), the Grantee shall forfeit the Restricted Stock Units which would have vested as of such date. Upon the termination of the Grantee's employment with Lands' End the Company for any reason other than death or Disability, the Grantee shall forfeit any and all Restricted Stock Units which have not vested as of the date of such termination; provided that, for the avoidance of doubt, upon the occurrence of a Change in Control, Section 12.3 of the Plan shall govern. termination. (c) Settlement. Restricted Stock Units not previously forfeited shall be settled within thirty (30) days after the applicable Date of Vesting under Section 3(a)(ii) by delivery of one share of common stock for each Restricted Stock Unit being settled.4. settled. Notwithstanding the foregoing, Restricted Stock Units vesting on May 20, 2015 shall be settled within thirty (30) days after May 20, 2016. 2 4. Taxes. (a) This Section 4(a) applies only to (a) all Grantees who are U.S. employees, and (b) to those Grantees who are employed by a Subsidiary of the Company that is obligated under applicable local law to withhold taxes with respect to the settlement of the Restricted Stock Units. Such Grantee shall pay to the Company or a designated Subsidiary, promptly upon request, and in any event at the time the Grantee recognizes taxable income with respect to the Restricted Stock Units, an amount equal to the taxes Lands' End the Company determines it is required to withhold under applicable tax laws with respect to the Restricted Stock Units. The Grantee may satisfy the foregoing requirement by making a payment to Lands' End the Company in cash or by delivering already owned unrestricted Shares or by having Lands' End the Company withhold a number of Shares in which the Grantee would otherwise become vested under this Agreement, in each case, having a value equal to the minimum amount of tax required to be withheld. Such Shares shall be valued at their fair market value on the date as of which the amount of tax to be withheld is determined. (b) The Grantee acknowledges that the tax laws and regulations applicable to the Restricted Stock Units and the disposition of the shares following the settlement of Restricted Stock Units are complex and subject to change. View More

Terms and Conditions. (a) Vesting. (i) All of the Restricted Stock Units shall initially be unvested. All Restricted Stock Units shall be subject to the following vesting schedule and if a Grantee terminates employment Grantee's Business Relationship with Lands' End prior to the date provided below, such Grantee shall forfeit any unvested Restricted Stock Units upon such termination of employment:Date employment: Date of Vesting Percent Vested (ii) If, following the twelve (12) month anniversary of the Issuance... Date, the Grantee's employment Business Relationship with Lands' End terminates due to a permanent and total disability (as defined in the Company's long-term disability program, regardless of whether the Participant Grantee is covered by such program) ("Disability"), Restricted Stock Units not previously vested shall be vested on a prorated basis through the date of termination. (iii) If, following the twelve (12) month anniversary of the Issuance Date, the Grantee's employment Business Relationship with Lands' End terminates due to the Grantee's death, Restricted Stock Units not previously vested shall be vested on a prorated basis through the date of death, and his or her estate shall be entitled to receive such pro-rated Restricted Stock Unit award, payable in cash. (iv) Any proration of the Restricted Stock Units described in subsections 3(a)(ii)-(iii) shall be based on a fraction, the numerator of which is the number of full months lapsed during the vesting period through the date of termination or death, as applicable, and the denominator of which is the full number of months in the vesting period. (b) Forfeiture. Upon the termination of the Grantee's employment Business Relationship with Lands' End for any reason other than death or Disability, the Grantee shall forfeit any and all Restricted Stock Units which have not vested as of the date of such termination; provided that, for the avoidance of doubt, upon the occurrence of a Change in Control, Section 12.3 of the Plan shall govern. (c) Settlement. Restricted Stock Units not previously forfeited shall be settled within thirty (30) days after the applicable Date of Vesting under Section 3(a)(ii) by delivery of one share of common stock for each Restricted Stock Unit being settled.4. Taxes. (a) This Section 4(a) applies only to (a) all Grantees who are U.S. employees, and (b) to those Grantees who are employed by a Subsidiary of the Company that is obligated under applicable local law to withhold taxes with respect to the settlement of the Restricted Stock Units. Such Grantee shall pay to the Company or a designated Subsidiary, promptly upon request, and in any event at the time the Grantee recognizes taxable income with respect to the Restricted Stock Units, an amount equal to the taxes Lands' End determines it is required to withhold under applicable tax laws with respect to the Restricted Stock Units. The Grantee may satisfy the foregoing requirement by making a payment to Lands' End in cash or by delivering already owned unrestricted Shares or by having Lands' End withhold a number of Shares in which the Grantee would otherwise become vested under this Agreement, in each case, having a value equal to the minimum amount of tax required to be withheld. Such Shares shall be valued at their fair market value on the date as of which the amount of tax to be withheld is determined. (b) The Grantee acknowledges that the tax laws and regulations applicable to the Restricted Stock Units and the disposition of the shares following the settlement of Restricted Stock Units are complex and subject to change. settled. View More