Vesting of Restricted Shares Contract Clauses (81)

Vesting of Restricted Shares. The Restricted Shares are subject to forfeiture to the Company until they become vested in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law. (a) Vesting. The Restricted Shares will become nonforfeitable as follows, provided in each case that the Grantee remains in continuous service with the Company through the appli...cable vesting date or event: i. the Restricted Shares will become nonforfeitable with respect to 25% of the total Shares subject hereto on each of the first, second, third and fourth anniversaries of the Effective Date; and ii. to the extent not otherwise nonforfeitable, all of the Restricted Shares will become nonforfeitable immediately prior to and contingent upon the occurrence of a Change in Control. For purposes of this Award Agreement, service with an Affiliate of the Company will be deemed to constitute service with the Company, for so long as such entity remains an Affiliate of the Company. (b) Unvested Shares Forfeited Upon Cessation of Service. Upon any cessation of the Grantee's service with the Company (whether initiated by the Company, Grantee or otherwise): (i) any Restricted Shares that are not then nonforfeitable will immediately and automatically, without any action on the part of the Company, be forfeited, and (ii) the Grantee will have no further rights with respect to those shares. View More

Vesting of Restricted Shares. The restrictions and conditions in Section 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in the Employment of the Company or an Affiliate on such dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Section 2 shall lapse only with respect to the number of Restricted Shares specified as vested on such date. Number of Shares Vested Vesting Date ( %) ( %) ( %) Subsequent to such Ve...sting Date or Dates, the Restricted Shares on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Shares. Once the restrictions and conditions have lapsed, the Company shall instruct its transfer agent to issue a stock certificate representing the vested portion of the Restricted Shares. The Committee may at any time accelerate the vesting schedule specified in this Section 3. Notwithstanding anything herein to the contrary or in the Plan, in the event of a Change of Control, the Restricted Shares shall become fully vested as of the effective time of the Change of Control. View More

Vesting of Restricted Shares. (a) Scheduled Vesting. If you remain a Service Provider continuously from the Grant Date specified on the cover page of this Agreement, then the Restricted Shares will vest in the number(s) and on the date(s) specified in the Vesting Schedule on the cover page of this Agreement. (b) Accelerated Vesting. Notwithstanding Section 4(a), the Restricted Shares will vest in full upon the earlier to occur of (i) the termination of your Service because of your death or Disability, or (ii) a Change in Con...trol that occurs while you continue to be a Service Provider. View More

Vesting of Restricted Shares. aScheduled Vesting. If you remain a Service Provider continuously from the Grant Date specified on the cover page of this Agreement, then the Restricted Shares will vest in the number(s) and on the date(s) specified in the Vesting Schedule on the cover page of this Agreement. bAccelerated Vesting. Notwithstanding Section 4(a), any Restricted Shares that have not previously been vested or forfeited will vest in full upon the earliest to occur of: 1the termination of your Service because of your d...eath or Disability; 2the involuntary termination of your Service for reasons other than Cause, or your voluntary termination of your Service for Good Reason, in either case occurring on or within 12 months after a Corporate Transaction under the circumstances described in Section 12(b)(1) of the Plan or on or within 12 months after a Change in Control that does not involve a Corporate Transaction; 3a Corporate Transaction that occurs while you continue to be a Service Provider and that does not entail the continuation, assumption or replacement of this Restricted Stock Award as contemplated by Section 12(b)(2) of the Plan; or 4any accelerated vesting provided for in any then-current written employment or severance agreement between the Company and you. For the purposes of this Section 4(b), "Cause" and "Good Reason" shall have the meanings ascribed to them in any then-current written employment or severance agreement between the Company and you. If there is no such agreement, or such terms are not defined in any such agreement, then (i) "Cause" shall have the meaning ascribed to it under the Plan and (ii) "Good Reason" shall mean any of the following acts by the Company (or the Affiliate to which you provide Service) which occur without your written consent: (A) a material diminution of your authority or duties (including, without limitation, the continuous assignment to you of any duties materially inconsistent with your position with the Company, or a material diminution in the nature or status of your responsibilities); (B) a material diminution of your base compensation; (C) any requirement that you move your regular office to a location more than one hundred (100) miles from the Company's current headquarters as of the Grant Date; or (D) any material breach by the Company of any then-current written employment or severance agreement between the Company and you; provided that, if relying on the foregoing definition of "Good Reason," Good Reason shall not exist unless you have first provided written notice to the Company of the occurrence of one or more of the conditions under clauses (A) through (D) of this paragraph within 90 days of the condition's initial occurrence, and such condition is not fully remedied by the Company within 30 days after the Company's receipt of written notice from you. View More

Vesting of Restricted Shares. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee continues to have a Service Relationship with the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of Restricted Shares specified as vested on such date. Incremental Numberof Shares Vested Vesting Date ____..._________ (___%) _____________ (___%) _____________ (___%) _____________ (___%) _____________ (___%) Subsequent to such Vesting Date or Dates, the Shares on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Shares. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3. View More

Vesting of Restricted Shares. So long as your Service continues, the Restricted Shares shall vest in accordance with the following schedule: [________________], unless otherwise provided by the Plan or Section 3 below. In the event of the termination of your Service for any reason, all unvested Restricted Shares shall be immediately forfeited without consideration. For purposes of facilitating the enforcement of the provisions of this Section 2, the Company may issue stop-transfer instructions on the Restricted Shares to the... Company's transfer agent, or otherwise hold the Restricted Shares in escrow, until the Restricted Shares have vested and you have satisfied all applicable obligations with respect to the Restricted Shares, including any applicable tax withholding obligations set forth in Section 5 below. Any new, substituted or additional securities or other property which is issued or distributed with respect to the unvested Restricted Shares shall be subject to the same terms and conditions as are applicable to the unvested Restricted Shares under this Agreement and the Plan. View More

Vesting of Restricted Shares. (a) Subject to the terms and conditions set forth herein and in the Plan, Grantee shall vest in the right to receive Restricted Shares on April 15, 2019 and as of such Vesting Date shall be entitled to the delivery of Shares with respect to such Restricted Shares, provided that (i) on April 15, 2019, Grantee is, and has from the Date of Grant continuously been, an employee of the Company or a Subsidiary or (ii) the Vesting Date occurred earlier than April 15, 2019 as provided in Paragraph 3(b). ...-2- (b) Notwithstanding Paragraph 3(a), a Vesting Date for all Restricted Shares shall occur upon the occurrence of any of the following events, and the Restricted Shares, to the extent not previously vested, shall thereupon vest in full and as of such Vesting Date, Grantee shall be entitled to the delivery of Shares with respect to such Restricted Shares: (i) Grantee's death or Grantee's Disability, provided that as of the date of death or Disability, as the case may be, Grantee is, and has from the Date of Grant continuously been, an employee of the Company or a Subsidiary; or (ii) Termination of the Grantee's employment by the Employer without Cause; or (iii) The Grantee's resignation from the Employer if such resignation is a Resignation for Good Reason; or (iv) The Retirement of Grantee. (c) To the extent provided under the Deferred Compensation Plan, Grantee may elect to defer receipt of Shares issuable with respect to Restricted Shares. To the extent Grantee has elected to defer the receipt of such Shares, such Shares shall be delivered at the time or times designated pursuant to the Deferred Compensation Plan. View More

Vesting of Restricted Shares. Subject to the terms and conditions of Section 4 of this Agreement, the Restricted Shares covered by this Agreement shall become nonforfeitable as follows: 1 (a) 50% of the Restricted Shares covered by this Agreement shall vest on December 31, 2018; and (b) 50% of the Restricted Shares covered by this Agreement shall vest in accordance with the vesting scheduled based on the total shareholder return as set forth on Exhibit A (the "Company-based Vesting Component"). Notwithstanding anything to th...e contrary set forth in this Agreement, in the event that Grantee's employment relationship with the Company or a Subsidiary is terminated by the Company or a Subsidiary for any reason, except for cause, and Grantee has been employed by the Company or a Subsidiary continuously for a period of at least forty-eight (48) months from December 31, 2014 then: (a) 50% of the Restricted Shares covered by this Agreement shall vest on December 31, 2019; and (b) a percentage of the Company-based Vesting Component shall vest on December 31, 2019 based on the total shareholder return from the Date of Grant to the date of termination in accordance with the schedule set forth on Exhibit A. View More

Vesting of Restricted Shares. Subject to the terms and conditions of this Agreement and the Plan, the shares of Restricted Stock shall vest in accordance with the vesting schedule set forth on Exhibit A hereto provided the Grantee remains continuously employed by the Company until the applicable vesting dates listed on Exhibit A.

Vesting of Restricted Shares. (a) All of the Restricted Shares shall initially be unvested. All Restricted Shares shall be subject to the vesting requirements set forth on Schedule A of this Agreement. 1 (b) If the Grantee's employment terminates due to the Grantee's death or Disability, or the Grantee's employment is terminated by the Company without Cause (as defined in the Employment Agreement) or the Grantee resigns with Good Reason (as defined in the Employment Agreement), the treatment of the Grantee's Restricted Share...s will be as provided under the terms of the Employment Agreement applicable to Sign-On P-RSUs thereunder. (c) Upon a Change in Control, the treatment of the Grantee's Restricted Shares will be as provided under the terms of in the Employment Agreement applicable to Sign-On P-RSUs thereunder. View More