Terms and Conditions Contract Clauses (441)
Grouped Into 24 Collections of Similar Clauses From Business Contracts
This page contains Terms and Conditions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Terms and Conditions. (a) The Award shall be one hundred percent (100%) unvested as of the Grant Date. Except as otherwise provided in the Plan and this Award Notice, the Award shall vest and become non-forfeitable in equal increments on each of the first, second and third anniversaries of the Grant Date (each, a "Vesting Date"), provided that the Grantee remains in continuous service with the Company or any of its Subsidiaries on the applicable Vesting Date. (b) Except as otherwise provided in this Section 2, in the
... event that the Grantee's continuous service is terminated by the Company or by the Grantee for any reason, the Grantee shall forfeit the unvested Award as of the Grantee's termination date. (c) In the event that the Grantee's continuous service is terminated by the Company due to the Grantee's Disability or due to the Grantee's death, the unvested Award shall become immediately fully vested as of the Grantee's termination date. (d) Notwithstanding any provision herein to the contrary, (i) if the Committee has made a provision for the substitution, assumption, exchange or other continuation of the Award in connection with a Change in Control, then in the event that the Grantee's continuous service is terminated by the Company other than for Cause, and other than due to death or Disability (which shall be governed by Section 2(c) above), within one (1) year following the occurrence of the Change in Control, the unvested Award shall become immediately fully vested; or (ii) if the Committee has not made a provision for the substitution, assumption, exchange or other continuation of the Award in connection with a Change in Control, then the unvested Award shall become fully vested immediately prior to the Change in Control. (e) Within 30 days following each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 2(c) or 2(d) above, which, in such event, shall also be hereinafter referred to as the "Vesting Date"), the Company shall settle the vested portion of the Award and shall therefore, subject to any required tax withholding and the execution of any required documentation, (i) issue and deliver to the Grantee one share of Common Stock for each RSU (the "RSU Shares") (and, upon such settlement, the RSUs shall cease to be credited to the account) and (ii) enter the Grantee's name as a shareholder of record with respect to the RSU Shares on the books of the Company. Alternatively, the Committee may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the vested RSUs solely in RSU Shares. If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the Fair Market Value as of the Vesting Date of the RSU Shares less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. (f) Simultaneously with the settlement and delivery of RSU Shares as contemplated by Section 2(e), the Grantee shall be entitled to receive an additional amount (the "Dividend Equivalent Amount") equal to the product of (i) the cash amount of each per share dividend that was paid by the Company on shares of its Common Stock ("Shares") on any date that Grantee's RSUs remained outstanding hereunder (or, in the case of a dividend payable in Shares or other property, the per Share equivalent cash value of such dividend as determined in good faith by the Committee) and (ii) the number of RSU Shares so delivered (or, if the RSUs are not settled exclusively in Shares, the number of RSU Shares that would have been delivered had they been settled exclusively in Shares). The Dividend Equivalent Amount shall be payable in cash or, at the discretion of the Committee, in Shares with an equivalent Fair Market Value on the date of payment. The Company shall establish a bookkeeping methodology to account for the Dividend Equivalent Amount. The Dividend Equivalent Amount shall not bear interest. (g) The Company shall have the right to require prior to the issuance or delivery of any Shares or the payment of any cash pursuant to the Award, payment by the Grantee of any federal, state, local or other taxes that may be required to be withheld or paid in connection with the Award. At the sole discretion of the Committee, the Grantee may satisfy such withholding obligation (1) by allowing the Company to withhold whole Shares that would otherwise be delivered to the Grantee, having an aggregate Fair Market Value, determined as of the date the obligation to withhold or pay, equal to the minimum withholding taxes required in connection with the Award or by allowing the Company to withhold an amount of cash that would otherwise be payable to the Grantee, in the amount necessary to satisfy any such obligation; (2) by paying such obligation in cash; (3) by delivering Shares or (4) by any combination of the foregoing (1) through (3).
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Terms and Conditions. (a)
Subject to the terms and conditions set forth herein and in the Plan, the Restricted Period with respect to the RSUs shall commence on the Grant Date and expire on [ ]. The Award shall be one hundred percent (100%) unvested as of the Grant
Date. Except Date, and except as otherwise provided in the Plan and this Award Notice,
the Award shall vest
and become non-forfeitable in
equal increments full on
each the last day of the
first, second and third anniversaries Restricted Period (the "Vestin...g Date"), subject to the Grantee's continuous service as a member of the Grant Date (each, Board through such date. (b) In the event the Grantee's service as a "Vesting Date"), provided that member of the Grantee remains in continuous Board terminates by reason of his death or Disability, the outstanding RSUs shall vest on such date of death or Disability. If the Grantee's service with as a member of the Board is terminated (i) by the Company or any the shareholders of its Subsidiaries the company for "cause" (as determined by the Board in good faith) or (ii) because the Grantee resigns or refuses reappointment or reelection to the Board, all then outstanding unvested RSUs shall be immediately forfeited. If the Grantee's service as a member of the Board terminates because he or she is not reelected or reappointed to the Board (other than for "cause" and other than due to his or her refusal to stand for such reelection or reappointment), all then outstanding RSUs shall vest on the applicable Vesting Date. (b) date of termination of service. (c) The RSUs shall become 100% vested as of the date of a Change in Control, subject to the Grantee's continuous service as a member of the Board through the effective date of such Change in Control and notwithstanding anything to the contrary, such vested RSUs shall be settled within (30) days following any such Change in Control. (d) Except as otherwise provided in this Section 2, 2(c) above, the RSUs shall be settled [DIRECTOR CHOICE: (1) as soon as practicable after the RSUs vest, but in no event later than March 15 of the event that year following the Grantee's continuous service is terminated by calendar year in which the Company or by RSUs vested; (2) within thirty (30) days following the Grantee for any reason, earlier of (x) the Grantee shall forfeit [ ] anniversary of the unvested Award as Vesting Date and (y) the date of the Grantee's termination date. (c) In separation from service within the event that meaning of Section 409A of the Code] or; (3) within thirty (30) days following the Grantee's continuous separation from service is terminated by within the Company due to the Grantee's Disability or due to the Grantee's death, the unvested Award shall become immediately fully vested as meaning of Section 409A of the Grantee's termination date. (d) Code] (as applicable, the "Settlement Date"). Notwithstanding any provision herein to the contrary, (i) if foregoing, the Committee has made a provision settlement dates set forth in this Section 2(d) have been specified for the substitution, assumption, exchange or other continuation purpose of complying with the provisions of Section 409A of the Award in connection with a Change in Control, then in Code. To the event that extent settlement is satisfied during the Grantee's continuous service is terminated by the Company other than for Cause, and other than due to death or Disability (which shall be governed by periods permitted under Section 2(c) above), within one (1) year following the occurrence 409A of the Change Code (including any applicable periods before or after the specified settlement dates set forth in Control, the unvested Award shall become immediately fully vested; or (ii) if the Committee has not made a provision for the substitution, assumption, exchange or other continuation of the Award in connection with a Change in Control, then the unvested Award shall become fully vested immediately prior to the Change in Control. (e) Within 30 days following each Vesting Date (or, if applicable, an earlier vesting date pursuant to this Section 2(c) or 2(d) above, which, in such event, shall also be hereinafter referred to as the "Vesting Date"), 2(d)), the Company shall settle be deemed to have satisfied its obligations under the vested portion Plan and shall be deemed not to be in breach of its settlement obligations hereunder. On the Award and Settlement Dates, the Company shall therefore, subject to any required tax withholding and the execution of any required documentation, (i) issue and deliver to the Grantee one share of Common Stock for each RSU (the "RSU Shares") (and, upon such settlement, the RSUs shall cease to be credited to the account) and (ii) enter the Grantee's name as a shareholder of record with respect to the RSU Shares on the books of the Company. Alternatively, the Committee may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the vested RSUs solely in RSU Shares. If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the Fair Market Value as of the Vesting Date of the RSU Shares less an amount equal to any federal, state, local and non-U.S. income and employment taxes required to be withheld. (f) Simultaneously with the settlement and delivery of RSU Shares as contemplated by Section 2(e), the Grantee shall be entitled to receive an additional amount (the "Dividend Equivalent Amount") equal to the product of (i) the cash amount of each per share dividend that was paid by the Company on shares of its Common Stock ("Shares") on any date that Grantee's RSUs remained outstanding hereunder (or, in the case of a dividend payable in Shares or other property, the per Share equivalent cash value of such dividend as determined in good faith by the Committee) and (ii) the number of RSU Shares so delivered (or, if the RSUs are not settled exclusively in Shares, the number of RSU Shares that would have been delivered had they been settled exclusively in Shares). The Dividend Equivalent Amount shall be payable in cash or, at the discretion of the Committee, in Shares with an equivalent Fair Market Value on the date of payment. The Company shall establish a bookkeeping methodology to account for the Dividend Equivalent Amount. The Dividend Equivalent Amount shall not bear interest. (g) (e) The Company shall have the right to require prior to the issuance or delivery of any Shares shares of its Common Stock ("Shares") or the payment of any cash pursuant to the Award, payment by the Grantee of any federal, state, local or other taxes that may be required to be withheld or paid in connection with the Award. At the sole discretion of the Committee, the Grantee may satisfy such withholding obligation (1) by allowing the Company to withhold whole Shares that would otherwise be delivered to the Grantee, having an aggregate Fair Market Value, determined as of the date the obligation to withhold or pay, equal to the minimum withholding taxes required in connection with the Award or by allowing the Company to withhold an amount of cash that would otherwise be payable to the Grantee, in the amount necessary to satisfy any such obligation; (2) by paying such obligation in cash; (3) by delivering Shares or (4) by any combination of the foregoing (1) through (3).
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Terms and Conditions. This Award is subject to the following terms and conditions: (a) Expiration Date. This Award expires following the one year anniversary of the Date of Grant (the "Expiration Date"), unless terminated or settled sooner as described herein, and after delivery of all shares of Common Stock that Participant is entitled to receive. (b) Vesting of Shares. (i) In General. Except as otherwise provided below, this Award shall become vested and nonforfeitable on the one year anniversary of the Date of Gra
...nt, with respect to the number of shares of Common Stock set forth above, provided, the Participant has been continuously employed by, or providing services to, the Company or an Affiliate from the Date of Grant until such time. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs, then the Award shall become vested in full on the Control Change Date, provided the Participant has remained continuously employed by, or providing service to, the Company or any Affiliate from the Date of Grant until such time. (iii) Death or Disability. Notwithstanding the foregoing, this Award also shall become vested in full in the event the Participant's employment or service with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. (iv) Terms of Payment. The shares of Common Stock that are vested and issuable to Participant shall be issued and delivered to Participant no later than fifteen (15) days after the end of the calendar month in which the Award vests (the "Share Issuance Date"). If the Share Issuance Date falls during a period when, pursuant to applicable law, regulations, NYSE rules or the Company's internal policies or agreements with third parties, the Company is not permitted to issue such shares of Common Stock, such shares of Common Stock shall be issued and delivered to Participant no later than the third business day following the conclusion of such period. (v) Anti-Hedging/Pledging and Insider Trading Policy. All shares of Common Stock issued and delivered under this Award shall be subject to any anti-pledging and/or anti-hedging policies the Company may adopt from time to time and shall be subject to the Company's Policy Relating to Insider Trading of Securities and Confidential Information, as amended from time to time. (c) Transferability. Except as provided herein, this Award is nontransferable, other than by will or the laws of descent and distribution, and during the Participant's lifetime, may be transferred by the Participant to immediate family members or trusts or other entities on behalf of the Participant and/or immediate family members or for charitable donations. Any such transfer will be permitted only if (i) the Participant does not receive any consideration for the transfer and (ii) the Committee expressly approves the transfer. Any transferee to whom this Award is transferred shall be bound by the same terms and conditions that governed the Award during the time it was held by the Participant (which terms and conditions shall still be read from the perspective of the Participant); provided, however, that the transferee may not transfer the Award except by will or the laws of descent and distribution. Any such transfer shall be evidenced by an appropriate written document that the Participant executes and the Participant shall deliver a copy thereof to the Committee on or prior to the effective date of the transfer. No right or interest of the Participant or any transferee in the Award shall be liable for, or subject to, any lien, obligation or liability of the Participant or any transferee. For clarity, this Section 2(c) refers only to the right to receive the shares of Common Stock underlying this Award and not the vested shares of Common Stock.
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Terms and Conditions.
This Award is The Shares are subject to the following terms and conditions: (a)
Expiration Date. This Award expires following the one year anniversary of the Date of Grant (the "Expiration Date"), unless terminated or settled sooner as described herein, and after delivery of all shares of Common Stock that Participant is entitled to receive. (b) Vesting of Shares. (i) In General. Except as otherwise provided below,
this Award shall percent ( %) of the Shares (rounded down to the nearest whole nu...mber of Shares) will become vested and nonforfeitable on each of the , and anniversaries of the Date of Grant and the remaining Shares will become vested and nonforfeitable on the one year anniversary of the Date of Grant, with respect to the number of shares of Common Stock set forth above, provided, provided the Participant has been continuously employed by, or providing services to, the Company or an Affiliate from the Date of Grant until such time. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs, then occurs and no provision is made for the Award continuance, assumption or substitution of the Shares by the Company or its successor in connection with a Change in Control, then, the Shares shall fully vest and become vested nonforfeitable as of the Change in full on the Control Change Date, provided the Participant has remained been continuously employed by, or providing service services to, the Company or any Affiliate from the Date of Grant until such time. (iii) Death or Disability. Notwithstanding the foregoing, this Award also the Shares shall fully vest and become vested in full nonforfeitable, to the extent not then previously vested, in the event the Participant's employment or service with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. (iv) Terms The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of Payment. The shares of Common Stock that are vested and issuable to Participant shall be issued and delivered to Participant no later than fifteen (15) days after the end of the calendar month in which the Award vests (the "Share Issuance Date"). If the Share Issuance Date falls during a period when, pursuant to applicable law, regulations, NYSE rules or the Company's internal policies or agreements with third parties, the Company is not permitted to issue such shares of Common Stock, such shares of Common Stock shall be issued and delivered to Participant no later than the third business day following the conclusion of such period. (v) Anti-Hedging/Pledging and Insider Trading Policy. All shares of Common Stock issued and delivered under this Award shall be subject to any anti-pledging and/or anti-hedging policies the Company may adopt from time to time and shall be subject to the Company's Policy Relating to Insider Trading of Securities and Confidential Information, as amended from time to time. (c) Agreement. (b) Transferability. Except as provided herein, this Award is nontransferable, the Shares are nontransferable while such Shares remain forfeitable, other than by will or the laws of descent and distribution, and during the Participant's lifetime, may be transferred by the Participant to immediate family members or trusts or other entities on behalf of the Participant and/or immediate family members or for charitable donations. Any such transfer will be permitted only if (i) the Participant does not receive any consideration for the transfer and (ii) the Committee expressly approves the transfer. Any transferee to whom this Award is the Shares are transferred shall be bound by the same terms and conditions that governed the Award Shares during the time it was held by the Participant (which terms and conditions shall still be read from the perspective of the Participant); provided, however, that the transferee may not transfer the Award Shares except by will or the laws of descent and distribution. Any such transfer shall be evidenced by an appropriate written document that the Participant executes and the Participant shall deliver a copy thereof to the Committee on or prior to the effective date of the transfer. No right or interest of the Participant or any transferee in the Award Shares shall be liable for, or subject to, any lien, obligation or liability of the Participant or any transferee. For clarity, this Section 2(c) refers only to the right to receive the shares of Common Stock underlying this Award and not the vested shares of Common Stock.
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Terms and Conditions. Except as otherwise provided herein, the Units shall remain non-vested and subject to substantial risk of forfeiture. If the Participant's relationship with the Company terminates for any reason during the Performance Cycle (other than as contemplated by Section 5), the Units shall be forfeited by the Participant and shall be null and void.
Terms and Conditions. Except as otherwise provided herein, the Units
shall remain non-vested and subject to substantial risk of forfeiture. If the Participant's relationship with the Company terminates for any reason during the Performance Cycle (other than as contemplated by Section
5), 5 of this Agreement), the Units
shall be are forfeited by the Participant and
shall will be null and void.
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Terms and Conditions. 2.1.Vesting Schedule and Forfeiture. 2.2.Death, Disability or Retirement. 2.5.Definitions.
Terms and Conditions. 2.1.Vesting Schedule and Forfeiture. 2.2.Death, Disability or Retirement.
2.5.Definitions.
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Terms and Conditions. Each Restricted Stock Unit shall be subject to the restrictions below and a substantial risk of forfeiture during the Restriction Period. A Participant shall not be entitled to any payment under Section 5 until the Restriction Period for affected Restricted Stock Units lapses. No rights related to a Restricted Stock Unit may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restriction Period. Restricted Stock Units shall be forfeited on the date the Parti
...cipant's Employment terminates except as otherwise provided in Section 2 hereof.
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Terms and Conditions. Each Restricted Stock Unit shall be subject to the restrictions below and a substantial risk of forfeiture during the Restriction Period. A Participant shall not be entitled to any payment under Section 5 until the Restriction Period for affected Restricted Stock Units lapses. No rights related to a Restricted Stock Unit may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restriction Period. Restricted Stock Units shall be forfeited on the date the Parti
...cipant's Employment terminates except as otherwise provided in Section 2 hereof. 2014 2 4. Registration of Units. The Participant's right to receive Common Stock in settlement of the Restricted Stock Units shall be evidenced by book entry (or by such other manner as the Committee may determine).
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Terms and Conditions. Subject to Section 3, to be eligible to receive the Retention Payment: (a) Support of Leadership Transition Process. You must assist, support and fully cooperate with Weyerhaeuser and the other members of the senior leadership team in all matters relating to the leadership transition. You must perform all tasks requested of you by your manager or such other officers as they may request to effect an orderly transition of leadership at Weyerhaeuser. (b) No Violation of Agreement. You must have com
...plied with all of the provisions of this Agreement through the Retention Payment Vesting Date.
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Terms and Conditions.
Subject to Section 3, to To be eligible to receive the
Retention Payment: Grant: (a) Support of Leadership Transition Process. You must assist, support and fully cooperate with Weyerhaeuser and the other members of the senior leadership team in all matters relating to the leadership transition. You must perform all tasks requested of you by your manager or such other officers as they may request to effect an orderly transition of leadership at Weyerhaeuser.
1 (b) No
Violation of Agreement. Viola...tion. You must have complied with all of the provisions of this Agreement and the Additional Terms and Conditions (as defined and set forth below) through the Retention Payment Vesting Date. Date (as defined below).
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Terms and Conditions. 3.3.Termination by Tyson without Cause or by you for Good Reason.
Terms and Conditions.
3.3.Termination 4.3.Termination by Tyson without Cause or by you for Good Reason.
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Terms and Conditions. No Award shall be earned and Participant's interest in the TSR Performance Units granted hereunder shall be forfeited, except to the extent that the following paragraphs are satisfied.
Terms and Conditions. No Award shall be earned and Participant's interest in the TSR Performance Units granted hereunder shall be forfeited, except to the extent that the
following paragraphs requirements of this Notice are satisfied.
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Terms and Conditions. (a) Award. Subject to the other terms and conditions contained in this Agreement and in the Plan, the Company hereby grants to the Participant as of the Grant Date the Award of PSUs described herein. The Threshold Number of PSUs, Target Number of PSUs and Maximum Number of PSUs, as the case may be, to which the Participant may be entitled are set forth on Appendix A. The actual number of PSUs that are earned, if any, pursuant to the terms and conditions of the Award will be determined by the Com
...mittee (the "Total Award") and shall be computed in accordance with the terms and conditions of this Agreement and Appendix A. (b) Performance Period. Subject to the other terms and conditions contained in this Agreement, the performance period for the Award commenced on July 1, 2021 and shall terminate on June 30, 2024 (the "Performance Period"). The extent to which the Award shall be earned at the end of the Performance Period shall be based upon the Company's Cumulative Adjusted EBITDA during the Performance Period and the ending return on net assets ("RONA") in the last fiscal year of the Performance Period (the "Performance Criteria"). Cumulative Adjusted EBITDA and RONA each represent 50% of the entire component of the PSU. Payout percentages are identified on Appendix A. (c) Settlement. The Company shall settle the Award by causing one share of Common Stock for each PSU in the Total Award that is outstanding (and not previously forfeited) as of the Payout Date to be registered in the name of the Participant and held in book-entry form on the Payout Date.
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Terms and Conditions. (a) Award. Subject to the other terms and conditions contained in this Agreement and in the Plan, the Company hereby grants to the Participant as of the Grant Date the Award of PSUs described herein. The
Threshold Number of PSUs, Target Number number of PSUs
and Maximum Number of PSUs, as the case may be, to which the Participant may be
entitled entitled, based on achievement of the Performance Criteria and the business unit to which the Participant is assigned, are set forth on Appendix A. The
...actual number of PSUs that are earned, if any, pursuant to the terms and conditions of the Award will be determined by the Committee (the "Total Award") and shall be computed in accordance with the terms and conditions of this Agreement and Appendix A. (b) Performance Period. Subject to the other terms and conditions contained in this Agreement, the performance period for the Award commenced shall commence on July October 1, 2021 2023 and shall terminate on June September 30, 2024 (the "Performance Period"). The extent to which the Award shall be earned at the end of the Performance Period shall be based upon upon: (i) the Company's Cumulative Adjusted EBITDA Diagnostics and Life Science business units' Revenues during the Performance Period Period; and (ii) the ending return on net assets ("RONA") in the last fiscal year of Company's Consolidated Adjusted Operating Income, before stock-based compensation expense, during the Performance Period (the "Performance Criteria"). Cumulative Adjusted EBITDA and RONA each represent 50% of the entire component of the PSU. Payout Award payout percentages are identified set forth on Appendix A. (c) Settlement. The Company shall settle the Award by causing one share of Common Stock for each PSU in the Total Award that is outstanding (and not previously forfeited) as of the Payout Date to be registered in the name of the Participant and held in book-entry form on the Payout Date.
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Terms and Conditions. 8.1 In the event of the Participant's Involuntary Termination following a Change in Control or an Involuntary Termination within 36 months following a Merger of Equals, all Restricted Stock Awards subject to this Agreement will become fully vested. 8.2 A "Change in Control" will be deemed to have occurred as provided in Section 4.2 of the Plan. 8.3 A "Merger of Equals" will be deemed to have occurred as provided in Section 4.3 of the Plan.9. 10.1 This Restricted Stock Award will vest as follows:
...(i)Death. 11.4 This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
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Terms and Conditions. 8.1 In the event of the Participant's Involuntary Termination following a Change in Control or
an Involuntary Termination within 36 months following a Merger of Equals, all Restricted Stock Awards subject to this Agreement will become fully vested. 8.2 A "Change in Control" will be deemed to have occurred as provided in Section 4.2 of the Plan. 8.3 A "Merger of Equals" will be deemed to have occurred as provided in Section 4.3 of the
Plan.9. Plan. 10.1 This Restricted Stock Award will vest as
fo...llows:(i)Death. follows: 2 (i)Death. 11.4 This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof. thereof.11.5 All Awards under this Plan are subject to required federal, state and local tax withholding which may be effected in the manner or manners permitted by the Company.11.6 Participant is required to retain direct ownership of at least 50% of the Chief Executive Officer's Covered Shares received upon the vesting of a Restricted 3 Stock Award hereunder, until the earlier of (i) thirty-six (36) months following the date of vesting, or (ii) termination of employment with the Company and any Subsidiary (solely for these purposes, the Participant is deemed to have a termination of employment with the Company or a Subsidiary even if the Participant continues in employment with an acquiring entity following a Change in Control or Merger of Equals).
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