Vesting and Forfeiture Clause Example with 7 Variations from Business Contracts
This page contains Vesting and Forfeiture clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Vesting and Forfeiture" Clause from Business Contracts
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 ("Vest") upon the date(s) and achievement of the objective performance goals set forth in the amounts Notice of Grant of Award, subject to the restrictions set forth in the Notice of Gr...ant 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. Date. This Grant will expire, in part or in whole as applicable, if achievement of the objective performance goals as set forth in the Notice of Grant of Award is not completed by the Vest Date. Should Participant's employment or other service relationship with Company (or, as applicable, any subsidiary thereof) ends before the Vest Date engagement terminate, 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, reason, then the all Aggregate RSU Consideration with respect to the RSUs scheduled to Vest on that has not Vested as of 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 termination shall immediately terminate and shall be forfeited to the Company. In Notwithstanding anything to the contrary, in the event of a "Change of Control" as defined in the Plan: (i) 50% the applicable performance goals with respect to any performance period that has not completed as of Participant's outstanding Shares that have not yet Vested shall immediately the Change of Control will be deemed achieved at the greater of "at-target" levels or levels based on actual achievement of pro-rated performance goals through the closing of the Change of Control, and this Award will then remain subject to vesting based on continued employment or engagement through the Vest (such 50% shall be comprised of 50% of each tranche of all unvested Shares with different Vest dates); and, Date 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, (or any subsidiary affiliate 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 affiliate thereof) or in the Company's then current Enhanced Cerner Associate Severance Pay Plan), within twelve (12) months following the Grant Date, such portion of the Aggregate RSU Consideration as is equal to the Prorated Aggregate RSU Consideration shall Vest immediately upon such termination and the remaining Aggregate RSU Consideration shall terminate. For purposes of this Agreement, the "Prorated Aggregate RSU Consideration" shall be equal to (i) the number of unvested RSUs (and the corresponding dividend equivalents) scheduled to vest on the Vest Date (after taking into account the extent to which performance was achieved or deemed achieved as of the closing of the Change in Control, all of Control), multiplied by (ii) a fraction (A) the numerator of which is the number of calendar days that have elapsed from the Grant Date through and including Participant's termination date, and (B) the denominator of which is 1,096, such remaining Shares that the Prorated Aggregate RSU Consideration shall Vest immediately. Notwithstanding the foregoing, and except be equal to the extent any contrary or overriding term Aggregate RSU Consideration that would result in a violation have Vested on the Vest Date immediately following the termination date, but pro-rated to reflect the period of Code Section 409A, to time employed between the extent that (i) Grant Date and the Vest Date. If the employment or executive severance or similar agreement between Participant and the Company (or any subsidiary thereof) contains terms and conditions relating to the accelerated Vesting or forfeiture of equity awards, including RSUs, that conflict with the RSUs, terms of this award, the terms of this award control and (ii) a provision in such employment agreement directly conflicts with any provision no accelerated Vesting of equity awards will occur for the equity granted in this Section 5, the terms and conditions set forth in such employment agreement shall supersede and control. award. View More
Vesting and Forfeiture. Except as otherwise provided in the Plan, Plan or this Agreement or any employment agreement between Participant and the Company (or any subsidiary thereof), Agreement, 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 advis...or 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 the Participant within the ninety (90) day period immediately preceding the Vest Date, and assuming the 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 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. Except as otherwise provided in the Plan, this Agreement or any employment agreement between Participant and the Company (or any subsidiary thereof), Company, the Aggregate RSU Consideration Restricted Shares subject to this Award shall be distributed, become transferable and shall cease to be subject to forfeiture ("Vest" or "Vesting") on ("Vest") upon the date(s) achievement of the objective and in the amounts subjective performance goals set forth in the Notice of Grant Award, subject to the ...restrictions set forth in the Notice of Grant 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 Date. Within the 90-day period following a Vest Date, all accrued dividends or other distributions held in escrow in accordance with Section 3 and relating to any Shares vesting shall be paid or delivered to Participant. This Grant will expire if Participant has not reached the performance goals, as defined set forth in the Notice of Grant of Award. This Grant will expire, in part or in whole as applicable, if Award by the Vest Date. Should Participant's employment or other service relationship with Company (or, as applicable, any subsidiary thereof) ends before the Vest Date engagement terminate, for any reason (other than on account reason, then all Aggregate Restricted Shares that have not Vested as 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 such 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 termination 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); 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), Company, 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, Shares, 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. 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 ("Vest") upon the date(s) and achievement of the objective performance goals set forth in the amounts Notice of Grant of Award, subject to the restrictions set forth in the Notice of Gr...ant 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. Date. This Grant will expire, in part or in whole as applicable, if achievement of the objective performance goals as set forth in the Notice of Grant of Award is not completed by the Vest Date. Should Participant's employment or other service relationship with Company (or, as applicable, any subsidiary thereof) ends before the Vest Date engagement terminate, 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, reason, then the all Aggregate RSU Consideration with respect to the RSUs scheduled to Vest on that has not Vested as of 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 termination shall immediately terminate and shall be forfeited to the Company. In Notwithstanding anything to the contrary, in the event of a "Change of Control" as defined in the Plan: (i) 50% of Participant's outstanding Shares any Aggregate RSU Consideration that have has 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 (or, any subsidiary thereof) or in the Company's then current Enhanced Severance Pay Plan), within twelve (12) months of following the date the Change in Control, Control becomes effective, all such remaining Shares Aggregate RSU Consideration shall Vest immediately. If the foregoing sentence is triggered, any performance-based Award shall become Vested or settled assuming an "at-target" level of goal achievement had been attained. 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 (or any subsidiary thereof) 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. 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") ("Vest") 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, (or 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 Notwithstanding anything to the contrary, in the event of a "Change of Control" as defined in the Plan: (i) 50% of Participant's outstanding Shares Plan, any Aggregate RSU Consideration that have has 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, (or any subsidiary affiliate 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 affiliate thereof) or in the Company's then current Enhanced Severance Pay Plan), within twelve (12) months prior to the first Vest Date, such portion of the Change in Control, all such remaining Shares Aggregate RSU Consideration as is equal to the Prorated Aggregate RSU Consideration shall Vest immediately. Notwithstanding immediately upon such termination and the foregoing, remaining Aggregate RSU Consideration shall terminate. For purposes of this Agreement, the "Prorated Aggregate RSU Consideration" shall be equal to (i) the number of unvested RSUs (and the corresponding dividend equivalents) scheduled to vest on the Vest Date immediately following the termination date, multiplied by (ii) a fraction (A) the numerator of which is the number of calendar days that have elapsed from the Grant Date through and except including Participant's termination date, and (B) the denominator of which is 365, such that the Prorated Aggregate RSU Consideration shall be equal to the extent any contrary or overriding term Aggregate RSU Consideration that would result in a violation have Vested on the Vest Date immediately following the termination date, but pro-rated to reflect the period of Code Section 409A, to time employed between the extent that (i) Grant Date and the Vest Date following the termination date. If the employment agreement between Participant and the Company (or any subsidiary thereof) contains terms and conditions relating to the accelerated Vesting or forfeiture of equity awards, including RSUs, that conflict with the RSUs, terms of this award, the terms of this award control and (ii) a provision in such employment agreement directly conflicts with any provision no accelerated Vesting of equity awards will occur for the equity granted in this Section 5, the terms and conditions set forth in such employment agreement shall supersede and control. award. View More
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), Company, the Aggregate RSU Consideration Restricted Shares subject to this Award shall be distributed, become transferable and shall cease to be subject to forfeiture ("Vest" or "Vesting") ("Vest") 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"), co...nsultant or advisor of the Company (or any subsidiary thereof) from the Grant Date through the Vest Date as defined set forth 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 prior to the Vest Date, and assuming Participant continuously served as an associate, consultant or advisor employee 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 Restricted Shares shall Vest on the date Vest Date if the Vest Date occurs within ninety (90) days of such death or disability; otherwise the Award Aggregate Restricted Shares 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 all Aggregate Restricted Shares that have not Vested as of the Award and unvested Aggregate RSU Consideration such date 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), Company, 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. Within the 90-day period following a Vest Date, all accrued dividends or other distributions held in escrow in accordance with Section 3 and relating to any Shares vesting shall be paid or delivered to Participant. 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, Shares, 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. 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 upon the date(s) and achievement of the objective performance goals set forth in the amounts Notice of Grant of Award, subject to the restrictions set forth in the Notice of Grant of Aw...ard (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. Date. This Grant will expire, in part or in whole as applicable, if achievement of the objective performance goals as set forth in the Notice of Grant of Award is not completed by the Vest Date. Should Participant's employment or other service relationship with Company (or, as applicable, any subsidiary thereof) ends before the Vest Date engagement terminate, 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, reason, then the all Aggregate RSU Consideration with respect to the RSUs scheduled to Vest on that has not Vested as of 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 termination 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 (or, as applicable, 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 (or any subsidiary thereof) 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
