Vesting Forfeiture Contract Clauses (129)

Vesting Forfeiture. (a) The actual number of Shares, if any, that may be earned and vested during the Performance Period, as set forth on the signature page hereto (the "Performance Period"), will be determined by the Administrator following the end of the Performance Period based on attainment of the performance goals, as set forth on the signature page hereto and as provided in Schedule A (the "Performance Goals"); provided, however, that, except as otherwise provided in this Section 3, the Award shall not vest, ...in whole or in part, and the Participant shall not be entitled to any Shares, unless the Participant remains employed or in service from the Date of Grant until the Vesting Date (as defined on the signature page hereto). The Administrator has authority to determine whether and to what degree the Award shall be deemed earned and vested. 2 (b) If the Participant's employment or service with the Company is terminated during the Performance Period for any reason other than a Qualifying Termination (including but not limited to a termination for Cause), the Award shall immediately terminate and the Participant shall have no rights with respect to the Award or the Shares underlying the Award. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant's employment or service with the Company is terminated during the Performance Period due to a Qualifying Termination, then a pro-rata portion of the Award, determined as of the date of the Qualifying Termination in accordance with the provisions of this Agreement, shall be eligible to be earned and vested based on attainment of the Performance Goals during the Performance Period as specified in this Agreement and Schedule A as if the Participant's employment or service had not terminated. (d) Notwithstanding Sections 3(a) and (b) herein, in the event a Change of Control occurs during the Performance Period, the Award shall be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Award (or in which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan immediately prior to the Change of Control event, the Award shall be deemed earned and vested to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control. (ii) Further, in the event that the Award is substituted, assumed or continued as provided in Section 3(d)(i) herein, the Award will be deemed earned to the extent of the attainment of the Performance Goals set forth on Schedule A, calculated and determined as of (or as close in time as practicable to) the effective date of the Change of Control, and will convert to a time-based RSU which will vest, subject to continued employment or service, on the last day of the Performance Period; provided that, if the Participant's employment or service is terminated by the Company or an Affiliate without Cause or by the Participant with Good Reason within (A) six months before or (B) one year after the effective date of a Change of Control, then the Award, to the extent earned based on the foregoing provisions of Section 3(d)(ii), shall be deemed vested as of the date of the Change of Control in the event subpart (A) herein applies or as of the date of the Participant's termination of employment or service in the event subpart (B) herein applies. View More

Vesting Forfeiture. 3.1 One-third (1/3) of the Target Number of RSUs will be subject to time-vesting conditions (the "TSUs") and will vest in equal installments on each of May 25, 2019, May 25, 2020, and May 25, 2021 (each, a "Vesting Date") subject to the Participant's continued employment or service with the Company through the applicable Vesting Date. 3.2 In the event of Participant's termination due to death, disability, termination by the Company without Cause or termination by the Participant for "good reason..." (if the Participant may terminate employment for "good reason" pursuant to any employment agreement or severance arrangement between the Employer and the Participant), subject to executing and not revoking a customary release of claims provided by the Company no later than the 60th day following the Participant's termination of employment, the Pro Rata Portion (as defined below) of the TSUs that otherwise would have vested on the Vesting Date immediately following the date of the Participant's termination of employment will vest. The "Pro Rata Portion" means the percentage equal to the number of days that have elapsed since the later of the Grant Date or most recent Vesting Date to the Participant's date of termination, divided by 365. All RSUs that have time vested in accordance with Section 3.1 or Section 3.2 hereof, a "Vested TSU". 3.3 Two-thirds (2/3) of the Target Number of RSUs will be subject to both time-based and performance-based vesting (the "PSUs"). The PSUs will performance-vest based on the extent to which the Performance Criterion outlined in Exhibit A are satisfied on or before the third anniversary of the Grant Date (such three-year period, the "Performance Period"). 3.4 All PSUs that have not performance vested prior to the conclusion of the Performance Period will automatically be forfeited for no consideration at the conclusion of the Performance Period. 3.5 Any PSUs that performance vest during the Performance Period in accordance with the Performance Criterion will be subject to time-based vesting in accordance with the following schedule: (i) one-third (1/3) of any Base PSUs (as defined below) and one-fourth (1/4) of any Supplemental PSUs (as defined below) that have performance vested will time-vest on the date on which such PSUs performance vest, subject to the Participant's continued employment or service with the Company through such date; and (ii) one-third (1/3) of any Base PSUs and one-fourth (1/4) of any Supplemental PSUs that have previously performance vested will time-vest on each of the first two (in the case of Base PSUs) or three (in the case of Supplemental PSUs) anniversaries of the date on which such PSUs performance vest, subject to the Participant's continued employment or service with the Company through such date. For this purpose, "Base PSUs" means the number of PSUs that performance vest up to 100% of the Target Number of PSUs granted hereby, and "Supplemental PSUs" means the number of PSUs that performance vest in excess of 100% of the Target Number of PSUs granted hereby. 3.6 Any PSU that have both performance vested and time vested (including time vesting pursuant to Section 3.7 hereof) shall be referred to herein as a "Vested PSU". 3.7 In the event of a Change in Control during the Performance Period, the Committee may, in addition to any of the alternatives provided in Section 7.6(f) of the Plan, terminate the Performance Period as of the date of the Change in Control and assess the Fair Market Value of the consideration received by shareholders of the Company in such Change in Control in order to determine the extent to which the Performance Criterion are achieved hereunder as of the closing of the Change in Control. 3.8 One-hundred percent (100%) of any Base PSUs and Supplemental PSUs that have previously performance vested will immediately vest in the event of Participant's termination due to death, disability, termination by the Company without Cause, [resignation by the employee with Good Reason,]1 subject to the Participant executing and not revoking a customary release of claims provided by the Company no later than the 60th day following the Participant's termination of employment. Any PSUs that have not performance-vested in accordance with Section 3.3 hereof will automatically expire and terminate for no consideration as of the date of Participant's termination of employment. View More

Vesting Forfeiture. 4.1Vesting of RSUs. 4.3Vesting of Dividend Equivalents Units. 4.4Forfeiture of RSUs That Are Not Vested RSUs Upon Termination of Service.

Vesting Forfeiture. The Units will vest equally over thirty-six (36) months from the Grant Date. Notwithstanding the foregoing, to the extent not previously forfeited, vesting of the Units will be accelerated such that the Units will vest in full immediately upon the closing of a Corporate Transaction, provided that Grantee provides Continuous Service to the Company through the date such Corporate Transaction is closed.

Vesting Forfeiture. The RSUs shall vest, subject to the Participant's continuing Service, in accordance with the schedule set forth in the Notice. Upon the Participant's termination of Service for any reason (including by reason of death or disability), the RSUs shall be immediately forfeited, except to the extent they have previously vested.

Vesting Forfeiture. (a) Subject to Sections 2(b) and 2(c) hereof, the Shares shall vest on the first anniversary of the Grant Date. Any Shares not vested as of any date are herein referred to as "Unvested Shares." (b) Subject to Section 2(c) hereof, in the event the Recipient ceases to render services to the Company, whether as a Trustee or otherwise, all Unvested Shares shall be forfeited by the Recipient as of the date the Recipient ceases to render such services. (c) Notwithstanding anything in this Agreement to... the contrary, immediately upon the occurrence of a Change in Control or the death of the Recipient, all of the Unvested Shares shall vest and any forfeiture rights of the Company described in Section 2(b) shall lapse in their entirety. View More

Vesting Forfeiture. (a) Subject to Sections 2(b) and 3(b) hereof, the Shares shall vest as follows: (i) 25% of the Shares shall vest on the second anniversary of the Grant Date, (ii) 25% of the Shares shall vest on the third anniversary of the Grant Date, and (iv) 50% of the Shares shall vest on the fourth anniversary of the Grant Date. Any Shares not vested as of any date are herein referred to as "Unvested Shares." (b) Subject to Section 3(a) hereof, in the event the Recipient's employment with the Company and it...s Affiliates (as such term is defined in Exhibit A hereto) is terminated, all Unvested Shares shall be forfeited by the Recipient as of the date of the Recipient's termination of employment. View More

Vesting Forfeiture. (a) 50% of the Earned RSUs shall vest on the date that the Committee determines the achievement of the Performance Criteria in accordance with Section 3(a) hereof, subject to the Recipient's continued employment with the Company or an "Affiliate" (as such term is defined in Exhibit B hereto) of the Company through such date. 1 (b) 50% of the Earned RSUs shall vest on «FOURTH ANNIVERSARY OF COMMENCEMENT DATE», subject to the Recipient's continued employment with the Company or an Affiliate of the... Company through such date. (c) Subject to Section 5 hereof, in the event the Recipient's employment with the Company and its Affiliates is terminated, all unvested RSUs shall be forfeited by the Recipient as of the date of the Recipient's termination of employment. View More

Vesting Forfeiture. (a) Vesting Schedule. Subject to your continued employment or other service with the Company or its Subsidiaries through the applicable vesting date, and subject to any other restrictions set forth in this Agreement and/or the Plan, one-third of the Restricted Stock shall vest on each of the following dates: [_____],[_____], and [_____]. The Company shall have the right to resolve any rounding issues arising out of the foregoing vesting schedule in its sole discretion. (b) Acceleration of Vestin...g. Unvested Restricted Stock shall immediately vest upon the date of your (i) death, (ii) Disability, or (iii) Retirement, subject to any additional limitations necessary to ensure that the Award is not subject to interest and penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder. For purposes of this Section 3(b), "Retirement" shall mean termination of employment or other service with the Company or its Subsidiaries for any reason other than for Cause at or after your attainment of age sixty-five (65). (c) Forfeiture Upon Termination of Employment. Except as provided in Section 3(b) herein or as otherwise determined by the Committee in writing, should your employment or other service with the Company or its Subsidiaries terminate for any reason before any portion of the Award vests, the unvested portion of the Award shall be forfeited by you and cancelled and surrendered to the Company without payment of any consideration to you. In the event your employment or other service with the Company and its Subsidiaries is terminated for Cause, you shall be entitled to retain, and shall not forfeit, any Restricted Stock that shall have vested prior to the date of your termination of employment or other service. Notwithstanding anything herein or in the Plan to the contrary, no portion of the Award shall continue to vest after notice of termination of your employment or other service unless the Committee specifically notifies you in writing that such vesting shall continue. (d) Clawback. If you are a named executive officer (or executive officer) of the Company or its Subsidiaries, the Common Stock you receive under this Award will be, in addition to any other remedies available to the Company, subject to clawback in the event any vesting was predicated upon achieving certain financial results that were subsequently reduced as the result of restatement of the Company's financial statements filed with the Securities and Exchange Commission, and a lower vesting percentage would have applied to you pursuant to the Award based upon the restated financial results. In any such instance, the Company shall, to the extent practicable, seek to recover from you the portion of the Award that would not have vested (and, if any portion of such Award that would not have vested shall have been transferred or sold in exchange for any proceeds, such proceeds) based on the restated financial results. The Company's right of recovery in such instance applies to both the vested and unvested portion of the Award. View More