Vesting and Settlement Contract Clauses (87)

Vesting and Settlement. (a) Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the RSUs shall vest and become nonforfeitable based upon the satisfaction of the TSR performance goal (the "TSR Performance Goal") as set forth below, provided that the Grantee remains continuously employed by the Company through the end of the three-year period commencing on _________________ and ending on _______________ (the "Performance Period"). The TSR Performance... Goal shall be based upon a comparison of the total shareholder return ("TSR") of the Company to the TSRs of the companies (other than the Company) that comprise the [INSERT] during the Performance Period; provided, any company that is included in the [INSERT] at the beginning of the Performance Period but that is removed from the index prior to the end of the Performance Period due to bankruptcy or a restructuring shall be assigned a level of TSR achievement that is lower than that of any company included in the index on the last day of the Performance Period. "TSR" means [INSERT]. The portion of the Grantee's RSUs, if any, that vests and becomes nonforfeitable in the Performance Period shall be determined in accordance with the following schedule, using linear interpolation [INSERT], as certified by the Committee: OSG Grant Agreement- Form PB 2017 Company TSR Relative to the TSR of the Companies in the [INSERT]Percentage of Target RSUs That Vest and Become Nonforfeitable The Company shall be excluded in determining the percentile rank of the other companies in the [INSERT], and the Company's percentile rank shall be calculated by using linear interpolation between the percentile rank of the other companies in the index.Notwithstanding the preceding schedule, if the Company TSR is a negative number, then [INSERT].No fractional shares of Common Stock shall be issued, and any fractional share that would have resulted from the foregoing calculations shall be rounded down to the next whole share. (b) Notwithstanding anything to the contrary in Section 4(a) above, if the Grantee's Employment is terminated by the Company for a reason other than Cause before the end of the Performance Period, a pro-rata portion of the RSUs shall vest as of the last day of the Performance Period, determined by multiplying the number of RSUs that otherwise would have vested at the end of the Performance Period, based on the level of attainment of the TSR Performance Goal as certified by the Committee as provided in Section 4(c) below, by a fraction, the numerator of which is the number of days the Grantee was in Employment during the Performance Period and the denominator of which is the number of days in the Performance Period. (c) Settlement of the vested RSUs may be in either shares of Common Stock or cash, as determined by the Committee in its discretion, and shall occur as soon as practicable following the Committee's certification following the end of the Performance Period of the level of attainment of the TSR Performance Goal and in any event no later than 60 days after the date of the Committee's certification (such date, the "Settlement Date"). View More

Vesting and Settlement. 2.1 One hundred percent (100%) of the RSUs subject to vesting based on continued service shall vest in a lump sum on the first anniversary of the Vesting Commencement Date specified above, subject to the Recipient's continued service through such vesting. The shares of Stock earned as such RSUs vest will be transferred or issued to the Recipient promptly after the date they vest, but in any event not later than the 15th day of the third month following the end of the calendar year in which such ...RSUs become vested. 2.2 Until the RSUs vest and are issued pursuant to the terms of this Award Agreement, the Recipient shall have no rights as a stockholder, such as the right to vote or to receive dividends in respect of the Stock covered by this Award. 2.3 The Recipient's name shall be entered as the stockholder of record on the books and records of the transfer agent for the Company with respect to the Stock issuable pursuant to Section 2.1 only upon compliance to the satisfaction of the Committee with all requirements under applicable laws or regulations in connection with such issuance and with the requirements of this Agreement and of the Plan. The determination of the Committee as to such compliance shall be final and binding on the Recipient. Notwithstanding anything to the contrary in this Agreement, no Stock shall be issued in settlement of vested RSUs if the issuance of such shares would constitute a violation of any applicable federal or state securities law or other law or regulation. As a condition to the issuance of Stock to the Recipient pursuant to Section 2.1, the Company may require the Recipient to make any representation or warranty to the Company at the time vested Stock becomes issuable to the Recipient as in the opinion of legal counsel for the Company may be required by any applicable law or regulation, including the execution and delivery of an appropriate representation statement. Accordingly, the stock certificates for the Stock issued pursuant to this Award may bear appropriate legends restricting the transfer of the Stock. View More

Vesting and Settlement. (a) The RSUs shall vest as follows, provided that the Grantee remains continuously employed by the Company through each applicable vesting date: a.One-third (1/3) of the RSUs shall vest and become exercisable on the first anniversary of the Grant Date b.One-third (1/3) of the RSUs shall vest and become exercisable on the second anniversary of the Grant Date c.One-third (1/3) of the RSUs shall vest and become exercisable on the third anniversary of the Grant Date (b) Settlement of the vested RSUs... may be in either shares of Common Stock or cash, as determined by the Committee in its discretion, and shall occur as soon as practicable following the vesting date, but in no event later than March 15 of the calendar year following the year in which the vesting date occurs (such date, the "Settlement Date"). View More

Vesting and Settlement. (a) The RSUs shall become vested in full on [______________]; provided that the Participant remains in continuous service as a member of the Company's Board of Directors through and has not given or received a notice of termination of such service (except as provided in Section 3(b)) as of, the date that the RSUs vest. Notwithstanding the foregoing, in the event that the Participant's service as a member of the Board ends on account of the Participant's death or Disability at any time, all unves...ted RSUs not previously forfeited shall immediately vest on such date service ends. (b) In the event of the Participant's resignation or termination of service as a member of the Board (other than for Cause) on or after the Participant has attained age 60 and completed at least 3 years of continuous service as a member of the Board, then any unvested shares shall vest in accordance with Section 3(a). (c) Unless the Participant has elected otherwise by timely executing a valid deferral election in a form acceptable to the Company with respect to the RSUs granted hereunder, the Shares subject to the RSUs shall become issuable hereunder (provided, that such issuance is otherwise in accordance with federal and state securities laws) as soon as practicable following the date on which they vest in accordance with Section 3(a) and in no event later than March 15 of the year following the year in which they vest. View More

Vesting and Settlement. The RSUs that are granted hereby shall be subject to the Forfeiture Restrictions. The Restricted Period and all of the Forfeiture Restrictions on the RSUs shall lapse and the RSUs shall vest as follows (it being understood that the number of RSUs as to which all restrictions have lapsed and which have vested in the Recipient at any time shall be the greatest of the number of vested RSUs specified in subparagraph (a), (b), (c) or (d) below): (a) The Recipient shall become 100% vested as to the RS...Us on the first anniversary of the Grant Date. (b) If the Recipient's service as a Director is terminated for any reason other than death or disability before all the RSUs have vested, the RSUs that have not vested shall be forfeited and the Recipient shall cease to have any rights with respect to such forfeited RSUs. -2- (c) In the event of the death or disability of the Recipient while a Director and before all of the RSUs have vested, the Recipient shall become vested in the number of RSUs equal to the product of (A) 100% of the RSUs that are granted hereby, multiplied by (B) a fraction, the numerator of which is the number of days in the period commencing on and including the Grant Date and ending on and including the date of the Recipient's death or disability, and the denominator of which is 365. (d) Upon the occurrence of a Change in Control of the Company, the RSUs that have not vested as of the date of such Change in Control of the Company shall be 100% vested; provided, however, that this subparagraph (d) shall not apply if the Recipient is the Covered Person or forms part of the Covered Person as specified in Section 1(a)(i) that acquires 35% or more of either the Outstanding Company Common Stock or Outstanding Company Voting Securities and such acquisition constitutes a Change in Control of the Company. RSUs that do not become vested pursuant to subparagraphs (a), (c) or (d) above shall be forfeited and the Recipient shall cease to have any rights with respect to such forfeited RSUs. On the date the RSUs granted hereunder become vested, the Recipient shall be entitled to receive one Share, which shall be delivered or transferred as soon as administratively practicable thereafter in exchange for each vested RSU granted hereunder and after such delivery or transfer the Recipient shall have no further rights with respect to such RSU. The Company shall cause to be delivered or transferred to the Recipient (or the Recipient's legal representative or heir) a stock certificate representing those shares of the Common Stock issued in exchange for RSUs awarded hereby or shall cause the shares to be registered on the applicable stock transfer records in the Recipient's name, and such shares of the Common Stock shall be transferable by the Recipient (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable federal or state securities law). View More

Vesting and Settlement. (a) The PSUs will vest on March 8, 2025 and after the conclusion of the Performance Period (the "Vesting Date"), subject to Participant's continued employment, appointment or service through the Vesting Date, other than as provided in Sections 2 or 3 below. All PSUs will be forfeited upon Participant's Termination of Service before the Vesting Date other than as provided in Sections 2 or 3 below. Prior to the Vesting Date, an Award remains subject to substantial risk of forfeiture. (b) Shares eq...ual to the vested and Earned PSUs will be delivered to the Participant on the third business day following the later of the Certification Date or the Vesting Date (the "Settlement Date"); provided, however, that the Settlement Date shall in no event be later than the date that is two and one-half months following the last day of the Performance Period (for the avoidance of doubt, this deadline is intended to comply with the "short-term deferral" exception from Section 409A of the Code). View More

Vesting and Settlement. (a) The RSUs shall vest as follows, provided that the Grantee remains continuously employed by the Company through each applicable vesting date. [Exhibit A sets out in detail the Company's performance metrics and targets for these RSUs, which are as follows: a. [One-third (1⁄3)]1 of the Target RSUs shall vest on [________], [____], subject to [describe metric], and as certified by the Committee and subject to increase or decrease as set forth in Section 4(c). b. [One-third (1⁄3)] of the Target R...SUs shall vest on [________], [____], subject to [describe metric], and as certified by the Committee on and subject to increase or decrease as set forth in Section 4(c). c.[One-third (1⁄3)] of the Target RSUs [________], [____], subject to [describe metric], and as certified by the Committee and subject to increase or decrease as set forth in Section 4(c). ]2 1 Note to draft: Assumes three-year vesting period – modify as needed if period differs. 2 Note to draft: If these metrics are not determined as of the initial grant date, or are permitted to be revised during the performance period, state that "It is understood that the Company reserves the right to choose different performance measures and/or targets on or before March 31 of [subsequent performance periods] with respect to RSUs that may vest in respect of such year, in its sole discretion." Other changes may be required. Legal and Finance should be consulted before any such modification is made. (b) Settlement of the vested RSUs may be in either shares of Common Stock or cash, as determined by the Committee in its discretion, and shall occur as soon as practicable following the Committee's certification of the achievement of the applicable performance measures and targets, but in no event later than March 15, [___] (such date, the "Settlement Date"). Each tranche of RSUs vests separately according to its performance metric.3 (c) The number of Target RSUs shall (unless stated to the contrary therein) be subject to an increase or decrease depending on performance against the applicable performance measures and targets using the performance factor percentage set forth in Exhibit A. View More

Vesting and Settlement. (a) Subject to Sections 3(b), 3(c) and 3(d) below, the Restricted Share Units will vest as provided in Section 2 above. (b) In the event of your termination of Continuous Service on account of your death, a pro-rata portion of the Restricted Share Units shall vest, based upon the number of days between the Date of Grant and the date of such termination. (c) In the event of a Change of Control, the Restricted Share Units shall vest immediately prior to the consummation of the Change of Control, s...o long as your termination of Continuous Service has not previously occurred. (d) In the event of your termination of Continuous Service for any other reason, you shall forfeit any and all Restricted Share Units that have not vested as of the date of such termination. (e) Upon the vesting of any Restricted Share Units, as promptly as is reasonably practicable (but in any event no later than March 15 of the calendar year following the calendar year of vesting), Shares (which shall be fully paid up at the Date of Grant) shall be issued to you, and the Company shall deliver to you appropriate documentation evidencing the number of Shares issued in settlement of such vested Restricted Share Units. However, the settlement of the Restricted Share Units shall be conditioned upon your making adequate provision for Tax-Related Items, as discussed in Section 7 below. View More