Vesting and Payment Contract Clauses (142)

Vesting and Payment. 2.1 General. 2.2 Death; Disability; Without Cause; Good Reason. 2.3 Termination of Employment. 2.4 Change in Control. 2.5 Settlement. 2.6 Withholding Obligations.

Vesting and Payment. Except for any earlier vesting provided in this Contract, RSUs granted and issued hereunder shall, provided that the Grantee is then an employee of the Corporation, become fully vested on the anniversary of the date the RSUs are issued (e.g. RSUs issued on August 2, 2021 , would fully vest on August 2, 2022, and immediately upon vesting the Grantee is entitled to receive and shall receive from the Corporation, without any payment by the Grantee to the Corporation (other than required tax withhol...ding amounts), one share of Common Stock for each RSU or, in the Corporation's sole discretion, an amount equal to the product of multiplying: (i) the number of such shares of Common Stock under the vested RSU by; (ii) the Fair Market Value per share on the date of vesting (such amount, the "RSU Value"), or a combination thereof. Payment to Grantee hereunder shall be made in cash or shares of Common Stock, or such combination thereof, as determined by the Corporation. Any payment in shares of Common Stock shall be affected in book entry or electronic form, provided that issuance and delivery in certificated form shall occur if the Grantee so requests in writing or the Corporation so directs. View More

Vesting and Payment. 2.1 Except as provided in Section 2.3, the Award shall vest on the following date(s): Units Vest Date(s) 2.2 The Grantee shall be entitled to payment in respect of each RSU covered by the Award upon the vesting of such RSU. Subject to the provisions of the Plan, such payment shall be made through the issuance to the Grantee, as promptly as practicable following the applicable vesting date (or to the executors or administrators of Grantee's estate, as promptly as practicable after the Company's r...eceipt of notification of Grantee's death, as the case may be), of a stock certificate for a number of Shares equal to the number of such vested RSUs, less any Shares withheld to satisfy withholding obligations in accordance with Section 5 below. 2.3 Except as otherwise determined by the Committee at or after the grant of the Award hereunder, Grantee shall forfeit all unpaid RSUs granted hereunder, and all rights of the Grantee to the Shares payable with respect to such RSUs shall terminate, without further obligation on the part of the Company, unless the Grantee remains in the continuous employment (or other service-providing capacity) of the Company or its Subsidiaries for the entire period beginning on the Grant Date and ending on the vest date applicable to such RSUs as provided in Section 2.1. "Continuous employment" will be deemed to end on the date on which notice of termination is received by the Grantee (or such later date as specified in such notice by the Company) or notice of resignation is given by the Grantee. Notwithstanding the foregoing, the Award shall automatically vest as to all RSUs awarded hereunder (as to which such RSUs have not previously vested) upon the occurrence of termination of the Grantee's employment from the Company, a Subsidiary or Affiliate which results from Grantee's death or Disability (to be determined in the sole discretion of the Committee). View More

Vesting and Payment. (a) Vesting Conditions. Awards shall be subject to vesting, payment and forfeiture on the terms set forth below, and shall be evidenced by a Retention Award Agreement in substantially the form attached hereto as Exhibit A. Unless otherwise determined by the Administrator, as to each Participant, subject to Section 5(b) below, a Participant shall vest in his or her Award only if the Participant has remained continuously employed with the Company through and including the applicable Payment Event,... and upon a Participant's termination of employment other than as provided for in Section 5(b) hereof, the Award shall be forfeited. (b) Termination Due to Participant's Death or Disability. Notwithstanding the foregoing, in the event a Participant's employment is terminated solely due to the Participant's death or Disability, then such death or Disability shall be such Participant's Payment Event hereunder. In the event of such death or Disability, the Participant's Award shall immediately become vested and the Participant shall be entitled to receive a lump sum payment equal to such Participant's Payment Amount, which shall be payable within 60 days of such Participant's death or Disability, as the case may be. (c) Payment. The Award shall be paid to the Participant no later than 60 days following the applicable Payment Event. In no event shall any payment be made after March 15 of the year following the year of the applicable Payment Event. (i) For an IPO, a Participant shall, subject to satisfying the applicable vesting conditions in Section 5 hereof, be entitled to receive payment in the form of shares of Common Stock in an amount equal to 1.82 times the Payment Amount, which number of shares of Common Stock shall be based on the per share price of Common Stock on the IPO Date. Participants will receive a lump sum cash payment in respect of any fractional share of Common Stock. The Administrator shall determine the source of shares for Awards payable in respect of an IPO, which source may be the 2008 Plan, the 2014 Plan or such other source as the Administrator deems appropriate. 3 (ii) For a Change of Control, a Participant shall, subject to satisfying the applicable vesting conditions in Section 5 hereof, be entitled to receive payment in the same form as the holders of the Company's common shares receive pursuant to the Change in Control Agreement, which amount shall be equal to 1.82 times the Payment Amount. In the event the Change in Control Agreement provides that the holders of the Company's common stock will be receive payment in the form of shares, Participants shall receive a lump sum cash payment in respect of any fractional shares of stock. If the Change in Control Agreement provides for cash payments to the holders of the Company's common stock, Participants shall receive a lump sum cash payment in accordance with the terms of the Change in Control Agreement. To the extent that an Award payable in respect of a Change of Control is paid in shares, the Administrator shall determine the source of such shares. (iii) In the event of a Participant's death or Disability prior to the IPO Date, the Closing Date or May 31, 2015, such Participant shall be eligible to receive a lump sum cash payment equal to the Payment Amount. (iv) In the event that none of the IPO Date, the Closing Date or a Participant's death or Disability occurs prior to May 31, 2015, each Participant shall be eligible to receive a lump sum cash payment equal to the Payment Amount. View More

Vesting and Payment. Pursuant to the terms herein and the termination of the Plan, the Company agrees that in exchange for the Participant's consent to the termination of the Plan and agreement to payment of the PSU Awards as described herein, if the IPO Date occurs prior to December 31, 2014, then the vesting of the PSU Awards will be fully accelerated as of the IPO Date, and the Participant will be paid an amount equal to the value of the PSU Award determined in accordance with the Plan and the Participant's PSU A...wards on the effective date of the termination of the Plan. Such amount shall be paid to the Participant within 30 days after the one-year anniversary of the IPO Date, subject to all applicable federal, state, local, or other withholding tax requirements. The Parties acknowledge that if the Plan is terminated prior to December 31, 2014, then the First Award will not be paid pursuant to its original terms (in which it would fully vest on December 31, 2014, and 50% be paid 90 days thereafter) and will instead be paid as described above (within 30 days after the one-year anniversary of the IPO Date). For purposes of example only, attached as Exhibit 1 is a sample calculation of the payment under this Agreement. View More