Vesting of Award Contract Clauses (131)

Vesting of Award. (a) Subject to the terms and conditions set forth in this Agreement and the Plan, the Award granted hereby shall vest as set forth in the Restricted Stock Unit Award Grant Notice and is subject to the other terms and conditions of this Agreement and the Plan. On each vesting date set forth in the Restricted Stock Unit Award Grant Notice, the Participant shall be entitled to receive such number of shares of Common Stock equivalent to the number of RSUs as set forth in the Restricted Stock Unit Aw...ard Grant Notice provided that the Participant is providing service to the Company or an Affiliate on such vesting date. Such shares of Common Stock shall thereafter be delivered by the Company to the Participant within five days of the applicable vesting date and in accordance with this Agreement and the Plan. (b) Except as otherwise set forth in this Agreement, if the Participant ceases to be providing services for any reason by the Company or by an Affiliate (the "Termination") prior to a vesting date set forth in the Restricted Stock Unit Award Grant Notice, then as of the date on which the Participant's employment or service terminates, all unvested RSUs shall immediately be forfeited to the Company and this Agreement shall terminate and be of no further force or effect. View More

Vesting of Award. (a)Vesting Schedule. The Restricted Stock Units shall become 100% vested and nonforfeitable when all of the following have occurred: (i) the first anniversary of the Grant Date; (ii) the Company's audited financial statements are filed in the Form 10-K; and (iii) the Compensation Committee has made a determination that the performance objective for the applicable period was achieved, which determination shall be final, conclusive and binding on the Company and the Participant. (b)Cancellation of... Unvested Units. Any portion of the Restricted Stock Units that do not fully vest in accordance with subsection (a) shall be cancelled and forfeited for no consideration. (c) Vesting Conditions and Provisions Applicable to Award. The period of time during which the Restricted Stock Units are forfeitable is referred to as the "Restricted Period." Except as provided in Section 6 if the Participant's employment with the Company or one of its subsidiaries terminates during the Restricted Period for any reason, then the unvested Restricted Stock Units shall be forfeited to the Company on the date of such termination, without any further obligation of the Company to the Participant and all of the Participant's rights with respect to unvested Restricted Stock Units shall terminate. View More

Vesting of Award. (a) Subject to the terms and conditions set forth in this Agreement and the Plan, this Award shall vest as set forth in the Grant Notice. This Award shall continue to vest in accordance with its terms for so long as the Participant is an Employee, director or Consultant of the Company or an Affiliate. (b) Except as otherwise set forth in this Agreement, if the Participant ceases to be an Employee, director or Consultant of the Company or of an Affiliate for any reason (the date of such cessation... of service, the "Termination Date"), then as of the Termination Date, all unvested PSUs shall immediately be forfeited at no cost to the Company and this Agreement shall terminate and be of no further force or effect; provided, however, that, in the event that the Participant ceases to be an Employee, director or Consultant of the Company or an Affiliate due to the death or Disability of the Participant, then the Participant shall become vested in a number of PSUs equal to the Target Award Amount, pro-rated for the portion of the Performance Period that has elapsed as of the Termination Date (and the delivery of Shares in respect thereof shall occur within 60 days of such Termination Date). (c) Notwithstanding the foregoing, except to the extent specifically provided to the contrary in any employment agreement between the Participant and the Company or an Affiliate, in the event of a Change of Control (as defined below), the Performance Period shall end and amounts payable pursuant to this Award shall be determined based on an Ending Stock Price for the Company and each member of the Peer Group equal to the average closing price for such company's common equity on the principal exchange on which such equity is traded for each of the trading days in last full calendar month prior to the month in which the Change in Control occurs (without any subsequent pro-ration) and payment shall be made with respect to this Award within 5 business days following the occurrence of the Change in Control. For purposes of this Agreement, "Change of Control" means the occurrence of any of the following events: (i) Ownership. Any "Person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the "Beneficial Owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then-outstanding voting securities (excluding for this purpose any such voting securities held by the Company or its Affiliates or any employee benefit plan of the Company); or (ii) Merger/Sale of Assets. (A) A merger or consolidation of the Company whether or not approved by the Board of Directors, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) the sale or disposition by the Company of all or substantially all of the Company's assets in a transaction requiring stockholder approval; or (iii) Change in Board Composition. A change in the composition of the Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date of grant, or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company). (iv) "Change of Control" shall be interpreted, if applicable, in a manner, and limited to the extent necessary, so that it will not cause adverse tax consequences under Section 409A of the Code. View More

Vesting of Award. The restrictions and conditions in Section 2 of this Agreement shall lapse on the date or dates specified in this Section 4, so long as the Grantee remains an employee of the Company or its Affiliates on such Vesting Date (defined below), subject to Section 6 below. Except as set forth in Section 5 below, the Award shall vest in accordance with the schedule set forth below. Percentage of Award Vested Vesting Date [33 1/3]% [First Anniversary of the Grant Date] [33 1/3]% [Second Anniversary of th...e Grant Date] [33 1/3]% [Third Anniversary of the Grant Date] Except as otherwise provided in Sections 5 and 6 of this Agreement, the Grantee shall forfeit any unvested portion of the Award in the event the Grantee's employment is terminated prior to the Vesting Date. Notwithstanding anything to the contrary herein or in the Plan, the Administrator may at any time accelerate the vesting schedule specified in this Section 4. View More

Vesting of Award. Except as set forth in Section 5 of this Agreement, the restrictions and conditions in Section 2 of this Agreement shall lapse, with respect to 100% of the RSU Award, on the first anniversary of the Grant Date (the "Vesting Date") so long as (a) the Grantee remains a member of the Board on such Vesting Date and (b) the Grantee attends at least seventy-five percent (75%) of the Board meetings that take place during the period of time commencing from the Grant Date and ending of the first annivers...ary of the Grant Date. 1 Except as otherwise provided in Sections 5 and 6 of this Agreement, the Grantee shall forfeit any unvested portion of the RSU Award if either the following shall occur: (i) in the event the Grantee's service as a member of the Board is terminated for any reason prior to the Vesting Date; or (ii) in the event that the Grantee fails to attend at least seventy-five percent (75%) of the Board meetings that take place during the period of time commencing from the Grant Date and ending of the first anniversary of the Grant Date. Notwithstanding anything to the contrary herein or in the Plan, the Administrator may at any time accelerate the vesting schedule specified in this Section 4. View More

Vesting of Award. Subject to the terms of the Plan, this Agreement (including but not limited to the provisions of Section 4 and Section 5 herein), and the Performance Vesting Condition as defined below, the Award shall vest and become earned as follows: 33 1/3% on the first (1st) year anniversary of the Grant Date; 33 1/3% on the second (2nd) year anniversary of the Grant Date; and 33 1/3% on the third (3rd) year anniversary date of the Grant Date. As used herein, "Performance Vesting Condition" means, for any v...esting year during the three (3) year vesting period, that the Administrator has not determined that all or any part of the unvested Award be cancelled as a result of either (i) a significant, negative risk outcome resulting from the Participant's action that triggers a retrospective review by management, or (ii) the Participant's Line of Business incurring an operating loss for the fiscal year ending in the vesting year. As used herein, "Line of Business" means a profit center or business unit of BB&T or an Affiliate to which the Participant is assigned as an Employee, or in the absence of such an assignment, subsection (ii) of the definition of Performance Vesting Condition shall be inapplicable. The term "fiscal year" means the calendar fiscal year of BB&T. The term "vesting year" means the twelve- (12-) month period ending on each anniversary of the Grant Date. The Administrator (or its designee as provided in the Plan) has sole authority to determine whether and to what degree the Award has vested and is payable and to interpret the terms and conditions of this Agreement and the Plan. View More

Vesting of Award. Subject to the terms of the Plan, the Israeli Appendix and the Agreement, the Incentive Units underlying the Award shall vest in equal installments (each such date of vesting, a "Vesting Date"), with (i) % of the Incentive Units subject to the Award vesting on the of the Grant Date; (ii) an additional % (for a total of %) of the Incentive Units subject to the Award vesting on the of the Grant Date; (iii) an additional % (for a total of %) of the Incentive Units subject to the Award vesting on th...e of the Grant Date; and (iv) the remaining % (for a total of 100%) of the Incentive Units subject to the Award vesting on the of the Grant Date, subject in each case to the Participant's continuous employment with the Company or an Affiliate from the Grant Date until each respective Vesting Date. The Administrator has sole discretion to determine if and to the extent that the Award has vested. View More

Vesting of Award. The unvested portion of the Award is subject to forfeiture. Subject to the terms of the Plan and this Agreement, including without limitation, fulfillment of the employment requirements in paragraph 10, the Award will vest in accordance with the following schedule (except in the case of the Award Recipient's earlier Separation from Service (as defined in paragraph 10) due to death or Disability or an earlier Change of Control of the Company, as set forth in paragraph 7): 50% of the RSUs covered ...by the Award shall vest on the third anniversary of the Effective Date of the Award and 25% of the RSUs covered by the Award shall vest on each of the fourth and fifth anniversaries of the Effective Date (or, if such date is not a business day, the business day immediately preceding such date) (each, a "Vesting Date"); provided, however, that, any RSU representing a fractional share of Common Stock shall accumulate and vest on the next following Vesting Date on which the aggregate of vested fractional shares represents a whole share of Common Stock. View More