Vesting and Forfeiture Contract Clauses (201)

Vesting and Forfeiture. Except as otherwise provided in the Plan, this Agreement or any employment agreement between Participant and the Company (or any subsidiary thereof), the Aggregate RSU Consideration subject to this Award shall be distributed, become transferable and shall cease to be subject to forfeiture ("Vest" or "Vesting") on the date(s) and in the amounts set forth in the Notice of Grant of Award (the "Vest Date") provided Participant remains an employee ("associate"), consultant or advisor of the Company (...or any subsidiary thereof) from the Grant Date through the Vest Date as defined in the Notice of Grant of Award. This Grant will expire, in part or in whole as applicable, if Participant's employment or other service relationship with Company (or, as applicable, any subsidiary thereof) ends before the Vest Date for any reason (other than on account of death or disability within period described below). In the event of the death or disability of Participant within the ninety (90) day period immediately preceding the Vest Date, and assuming Participant continuously served as an associate, consultant or advisor through the date of such death or disability, then the Aggregate RSU Consideration with respect to the RSUs scheduled to Vest on such Vest Date shall Vest on the date of such death or disability; otherwise the Award shall immediately terminate with respect to any then unvested RSUs and the remaining Aggregate RSU Consideration shall be forfeited to the Company upon such death or disability. In the event such Participant is terminated or resigns, then any unvested portion of the Award and unvested Aggregate RSU Consideration shall immediately terminate and shall be forfeited to the Company. In the event of a "Change of Control" as defined in the Plan: (i) 50% of Participant's outstanding Shares that have not yet Vested shall immediately Vest (such 50% shall be comprised of 50% of each tranche of all unvested Shares with different Vest dates); and, (ii) all remaining Shares shall continue to Vest according to the current vesting schedule and terms of this Award, but should Participant's employment or engagement be terminated by the Company (or, as applicable, any subsidiary thereof), other than for Cause, or should Participant resign for Good Reason (as defined in Participant's employment agreement with the Company (or any subsidiary thereof) or in the Company's then current Enhanced Severance Pay Plan), within twelve (12) months of the Change in Control, all such remaining Shares shall Vest immediately. Notwithstanding the foregoing, and except to the extent any contrary or overriding term would result in a violation of Code Section 409A, to the extent that (i) the employment agreement between Participant and the Company contains terms and conditions relating to the Vesting or forfeiture of equity awards, including the RSUs, and (ii) a provision in such employment agreement directly conflicts with any provision in this Section 5, the terms and conditions set forth in such employment agreement shall supersede and control. View More

Vesting and Forfeiture. (a)Vesting. Subject to remaining provisions in this Section 4, the Phantom Units shall vest in such amounts and at such times as are set forth in the Grant Notice above. (b)Change of Control. If a Change in Control, as that term is defined from time to time under the Plan, occurs after the Grant Date, then 100% of the then-unvested Phantom Units shall vest in full as of immediately prior to such event. (c)Death or Disability.No portion of the Phantom Units shall be forfeited as a result of the o...ccurrence, prior to the end of the Restricted Period, of the Participant's death or Disability. Instead, in the event of the Participant's death or Disability, 100% of the then-unvested Phantom Units shall vest in full immediately prior to such death or Disability. (d)Forfeiture. Notwithstanding the foregoing, in the event of a cessation of the Participant's Service for any reason other than those set forth above in this Section 4, all Phantom Units that have not vested prior to or in connection with such cessation of Service shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor. No portion of the Phantom Units which has not become vested at the date of the Participant's cessation of Service shall thereafter become vested. (e)Payment. Vested Phantom Units shall be subject to the payment provisions set forth in Section 5 below. 2 5. Payment of Phantom Units and DERs. (a)Phantom Units. Unpaid, vested Phantom Units shall be paid to the Participant in the form of Units in a lump-sum as soon as reasonably practical following the vesting date, but not later than twenty-five (25) days, following the date on which such Phantom Units vest. Payments of any Phantom Units that vest in accordance herewith shall be made to the Participant (or in the event of the Participant's death, to the Participant's estate) in whole Units in accordance with this Section 5. The settlement of Phantom Units will be subject to all tax withholding requirements. (b)DERs. Subject to any tax withholding, DERs shall be paid to the Participant as provided above in Section 3. View More

Vesting and Forfeiture. (a) The Restricted Shares will be subject to restrictions during the Restricted Period in accordance with the Vesting Schedule set forth in the Restricted Stock Award Notice. Subject to the provisions set forth in the Plan, including terms providing for earlier vesting and removal of the following restrictions in certain circumstances, during the Restricted Period, the Restricted Shares will be subject to being forfeited by Participant to Noble as provided in this Agreement, and Participant may ...not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Restricted Shares, other than by will or pursuant to the applicable laws of descent and distribution. (b) As soon as practicable (but in no event later than 60 days) after the termination of the restrictions applicable hereunder to a portion of the Restricted Shares, that portion of the Restricted Shares, together with any dividends or other distributions with respect to those shares then being held by Noble, will be delivered to Participant free of such restrictions. (c) Immediately after termination of Participant's employment or service with Noble and its Affiliates, (i) all Restricted Shares as to which the restrictions applicable hereunder have not by that time been removed or are not as of such date being removed pursuant to the Restricted Stock Award Notice and this Agreement or the applicable provisions of the Plan will be forfeited (the "Forfeited Shares") along with any accumulated dividends or distributions with respect to such shares, and neither Participant nor any of his or her heirs, beneficiaries, executors, administrators or other personal representatives will have any rights whatsoever in and to any of the Forfeited Shares or related dividends or distributions, and (ii) all of the Forfeited Shares will automatically revert to Noble at no cost. View More

Vesting and Forfeiture. (a) Except as provided in Sections 1(b), 1(c), 5, 6 and 7 of this Agreement, your interest in the Award Shares will vest and become nonforfeitable [on the anniversary after the Grant Date/in as equal as possible installments on each of the anniversaries after the Grant Date (rounding down to the nearest whole Share on the vesting date(s), if necessary)]. (b) If your employment or other service with the Employer is terminated by reason of your death or Disability before your interest in all of th...e Award Shares subject to this Award has vested and become nonforfeitable under Section 1(a), then you will forfeit all of the Award Shares subject to this Restricted Stock Award except those Award Shares in which you have pursuant to Section 1(a) a nonforfeitable interest on the date your employment or other service with the Employer so terminates. (c) If your employment or other service with the Employer is terminated for any reason other than your death or Disability, before your interest in all of the Award Shares subject to this Award has vested and become nonforfeitable under Section 1(a), then you will forfeit all of the Award Shares subject to this Restricted Stock Award except those Award Shares in which you have pursuant to Section 1(a) a nonforfeitable interest on the date your employment or other service with the Employer so terminates. (d) Notwithstanding anything to the contrary in the Plan, and unless otherwise determined by the Committee in its sole discretion, your termination date shall be the date on which your active employment or other service ceases and shall not be extended by any notice of termination of employment or severance period provided to you by contract or 1 practice of Toro or the Employer or mandated under local law, unless otherwise required by applicable law. View More

Vesting and Forfeiture. Except as provided below, the Units shall vest as to 1/3 of the Units on each of the first three anniversaries of the Grant Date (each, a "Vesting Date"). In the event the Director resigns, declines to stand for reelection or is removed as a director of the Company prior to the vesting date, the unvested Units held by the Director at such time shall be immediately and irrevocably forfeited. Notwithstanding the foregoing, in the event the Director's service on the Company's Board of Directors ter...minates by reason of the Director's Retirement, death or Disability, the unvested Units held by the Director at such time shall vest as of the date of such termination of service. In the event of a Change in Control of the Company, the unvested Units held by the Director at such time shall immediately vest. View More

Vesting and Forfeiture. (a) The Company hereby grants to Participant on the Grant Date that number of Stock Units ("Units") equal to the "Number of Stock Units" specified in the table above. Subject to Section 1(b), each Unit will vest as to the portion of Units and on the dates specified in the Vesting Schedule on the cover page to this Agreement, so long as your Service to the Company and its Affiliates does not end. (b) Vesting of the Units will be accelerated (i) upon the termination of your Service due to death or... Disability, (ii) on the date a Change in Control occurs, so long as you have continuously provided Service to the Company between the Grant Date and the date of such Change in Control, and (iii) at the discretion of the Committee in accordance with Section 3(b)(2) of the Plan. (c) Except as otherwise expressly provided in this Agreement or the Plan, if you cease to continue providing Service to the Company or any Affiliate, then this Award shall terminate and all Units subject to this Award that have not yet vested shall be forfeited by Participant. (d) Each Unit that vests will entitle the Participant to receive one Share. View More

Vesting and Forfeiture. The RSUs shall vest on the close of business the day prior to the first annual meeting of the Company's stockholders following the Grant Date (the "Vesting Date") if the Grantee remains in continuous service with the Company or an Affiliate through the Vesting Date. If the Grantee has a Termination of Affiliation for any reason prior to the Vesting Date, all outstanding RSUs granted hereunder shall be forfeited without payment of any consideration and this Agreement shall be of no further force ...or effect on the date of such forfeiture. View More

Vesting and Forfeiture. (a) Vesting. The Restricted Share Units shall vest in one or more installments (each, an "Installment") in accordance with the Vesting Schedule as set forth on the Grant Notice, with the vesting of each Installment subject to the Grantee's continued employment with the Company or an Affiliate through the applicable vesting date, subject to such additional terms and conditions set forth on the Grant Notice, the terms hereof, and, where applicable, the terms of an Applicable Employment Agreement (...as defined below), if any. (b) Accelerated Vesting. Any Restricted Share Units which have not yet vested under subparagraph (a) above shall vest or be forfeited in accordance with the provisions of the Plan, and the terms of this RSU Agreement, and, where applicable, the terms of any Applicable Employment Agreement. (c) Forfeiture of Restricted Share Units. Except as provided in the Grant Notice, this RSU Agreement, the Plan or an Applicable Employment Agreement (if any), if Grantee's employment with the Company or an Affiliate terminates for any reason, Grantee shall forfeit all rights with respect to any portion of the Award (and the underlying shares of Common Shares) that has not yet vested as of the effective date of the termination. View More

Vesting and Forfeiture. (a) Vesting. Subject to Section 3(b) and (c), the RSUs shall vest and become nonforfeitable in accordance with the vesting schedule set forth in this Agreement. (b) Forfeiture. Except as otherwise provided in this Section 3, in the event that the Participant ceases to be employed by the Company or a member of the Board of Directors of the Company (an "Eligible Grantee") for any reason or no reason, with or without cause, the balance of RSUs that have not vested as of the date of such cessation w...ill be forfeited and the Participant will have no future rights with respect to any such unvested RSUs. For all purposes of this Agreement, (i) "employment" shall be defined in accordance with the provisions of Section 1.421-7(h) of the Income Tax Regulations or any successor regulations, and (ii) if this Agreement shall be assumed or a new Agreement substituted therefor in a transaction to which Section 425(a) of the Code applies, employment by such assuming or substituting corporation shall be considered for all purposes of this Agreement to be employment by the Company. If the Participant is employed by a parent or subsidiary of the Company, any references in this Agreement to employment with the Company or termination of employment by or with the Company shall instead be deemed to refer to such parent or subsidiary. (c) Disability or Death. In the event that the Participant's employment or service to the Company is terminated as a result of the Participant's Disability (as defined in Section 22(e)(3) of the Code) or as a result of the Participant's death, all RSUs that have not vested as of the date of such cessation of service shall immediately vest and become nonforfeitable as of the date of the Participant's Disability or death; provided, however, if such Disability or death occurs within one year of the grant date of this award, then this award shall continue to vest after the date of such Disability or death in accordance with the schedule described in Section 2(a) above, except that all RSUs that have not vested as of the date of such cessation of service will immediately vest and become nonforfeitable as of the date that is the one-year anniversary of the grant date of this award. View More

Vesting and Forfeiture. (a) Vesting. Subject to Sections 3(b) and 5 of this Agreement, if the Committee determines that the Performance Goals for the Performance Cycle have been met and the other terms and conditions set forth in the Plan have been satisfied, an Award will be made to the Participant based on the Participant's LTI Award Payout. Except as otherwise provided in Section 3(b)(i) and Section 5 below, in the case of an LTI Grant that is intended to constitute Qualified Performance-Based Compensation, no Award... will be payable unless and until the Committee has certified in writing whether and the extent to which the Performance Goals for the Performance Cycle have been attained. (b) Forfeiture. Except as provided herein, if the Participant has not been continuously and actively employed with a member of the Mondelēz Group that employs the Participant (the "Employer"), 2 from the date of the Notice through the last date of the Performance Cycle or if the Participant is not an employee in good standing with the Employer on the date of payment in Section 4(a) hereof, the LTI Grant will be forfeited immediately and without any further action by the Company or the Committee. For purposes of the preceding sentence, the Participant will not be considered to be continuously and actively employed with the Employer once he or she has stopped providing services, notwithstanding any notice period mandated under the employment laws of the country where the Participant resides (e.g., active employment would not include a period of "garden leave" or similar period pursuant to the employment laws of the country where the Participant resides), unless otherwise determined by the Company on a country-by-country basis. The Committee has the exclusive discretion to determine when a Participant is no longer actively employed for purposes of the LTI Grant, subject to compliance with Section 409A of the Code. (i) Death/Disability. If the Participant dies or terminates active employment with the Mondelēz Group due to Disability during the first year of the Performance Cycle, no Award will be made based on the LTI Grant for the Performance Cycle. If the Participant dies or terminates employment with the Mondelēz Group due to Disability after the first year of the Performance Cycle, an LTI Award Payout will be made to the Participant calculated by using a Performance Goal Attainment Factor equal to 100%, subject to compliance with the payment timing provisions set forth in Section 4(a)(iii) hereof. (ii) Retirement. If a Participant terminates active employment with the Mondelēz Group prior to the end of the Performance Cycle as a result of the Participant's Early or Normal Retirement, if the Committee in its sole discretion so determines, the Participant shall retain a prorated portion of the LTI Grant with a potential Award payable based on actual attainment of the Performance Goals at the same time an Award (if any) is payable to other participants for the Performance Cycle. The proration of the LTI Grant will be calculated by applying the Participant's Participation Period Factor as determined in the sole discretion of the Committee, subject to compliance with the payment timing provisions set forth in Section 4 hereof. If the Committee determines that there has been a legal judgment and/or legal development in the jurisdiction where the Participant resides that results in the favorable treatment on Early or Normal Retirement described in this section being deemed unlawful and/or discriminatory, then the Company will not apply such favorable treatment, and the Participant shall forfeit as of the date of the termination any rights under the LTI Grant. View More