Vesting of Restricted Share Units Contract Clauses (51)

Grouped Into 4 Collections of Similar Clauses From Business Contracts

This page contains Vesting of Restricted Share Units clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Vesting of Restricted Share Units. (a) In General. Subject to the Grantee's compliance with the restrictions of Section 8 hereof, or the terms of the Restrictive Covenants Agreement (as defined in Section 8) or of any separately executed covenant not to compete with the Company, as applicable: (i) Award. The Restricted Share Units shall be allocated in three equal portions to each of the three Performance Periods identified above. The Grantee's right to receive all, a portion, or a multiple of the portion of the Restricted Share ...Units allocated to a Performance Period shall be contingent upon the extent to which the Company achieves the Performance Objectives established for that Performance Period in accordance with the payout levels set forth in the attached Exhibit A. After the end of each Performance Period, the Compensation Committee of the Board (the "Committee") shall determine in writing the extent, if any, to which the Performance Objective(s) for that Performance Period have been satisfied and shall determine the percentage, if any, of the Restricted Share Units allocated to that Performance Period that shall be payable to Grantee, subject to the vesting requirements set forth below. The earned portion of the Restricted Share Units allocated to a Performance Period shall vest on the Vesting Date, provided that the Grantee shall have remained in the continuous employ of the Company or a Subsidiary through the Vesting Date. (ii) Continuous Employment. For purposes of this Section 2, the continuous employment of the Grantee with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company and its Subsidiaries, by reason of the transfer of his or her employment among the Company and its Subsidiaries. (b) Involuntary Termination or Termination for Good Reason. If, prior to the Vesting Date, the Grantee's employment with the Company or a Subsidiary is terminated (x) by the Company or a Subsidiary without Cause (as defined in the Plan) or by reason of the Grantee's Disability (as defined in the long-term disability plan of the Company or a Subsidiary applicable to the Grantee), (y) by the Grantee for Good Reason (as defined in the Plan), or (z) as a result of the Grantee's death, then, except as otherwise provided in paragraph (c) below, and provided that, within forty-five (45) days after such termination, the Grantee (or the Grantee's estate, beneficiary or other successor) shall have executed and delivered a release of claims in a form provided by the Company and such release of claims shall have become effective and irrevocable in accordance with its terms, the Grantee shall become vested in the portion of the Restricted Share Units equal to the product of: (i) the portion of the Restricted Share Units that would have become vested under this Agreement had the Grantee remained continuously employed with the Company or a Subsidiary through the Vesting Date (based on actual performance results for each of the three Performance Periods), multiplied by (ii) a fraction based on the number of days of continuous employment with the Company or a Subsidiary completed by the Grantee from the Date of Grant through the Vesting Date. (c) Change in Control. The provisions of Section 21 of the Plan shall apply in the event of a Change in Control. View More
Vesting of Restricted Share Units. (a) In General. Subject to the Grantee's compliance with the restrictions of Section 8 hereof, or the terms of the Restrictive Covenants Agreement (as defined in Section 8) or of any separately executed covenant not to compete with the Company, as applicable: (i) Award. Restricted Share Units. The number of Restricted Share Units set forth above shall be allocated vest in three equal portions to installments on each of the three Performance Periods identified above. The Grantee's right to receiv...e all, a portion, or a multiple of the portion of the Restricted Share Units allocated to a Performance Period shall be contingent upon the extent to which the Company achieves the Performance Objectives established for that Performance Period in accordance with the payout levels applicable Vesting Dates set forth in the attached Exhibit A. After the end of each Performance Period, the Compensation Committee of the Board (the "Committee") shall determine in writing the extent, if any, to which the Performance Objective(s) for that Performance Period have been satisfied and shall determine the percentage, if any, of the Restricted Share Units allocated to that Performance Period that shall be payable to Grantee, subject to the vesting requirements set forth below. The earned portion of the Restricted Share Units allocated to a Performance Period shall vest on the Vesting Date, above, provided that the Grantee shall have remained in the continuous employ of the Company or a Subsidiary through the such Vesting Date. Dates. (ii) Continuous Employment. For purposes of this Section 2, the continuous employment of the Grantee with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company and its Subsidiaries, by reason of the transfer of his or her employment among the Company and its Subsidiaries. (b) Involuntary Termination or Termination for Good Reason. If, prior to the a Vesting Date, the Grantee's employment with the Company or a Subsidiary is terminated (x) by the Company or a Subsidiary without Cause (as defined in the Plan) or by reason of the Grantee's Disability (as defined in the long-term disability plan of the Company or a Subsidiary applicable to the Grantee), (y) by the Grantee for Good Reason (as defined in the Plan), or (z) as a result of the Grantee's death, then, except as otherwise provided in paragraph (c) below, and provided that, within forty-five (45) days after such termination, the Grantee (or the Grantee's estate, beneficiary or other successor) shall have executed and delivered a release of claims in a form provided by the Company and such release of claims shall have become effective and irrevocable in accordance with its terms, the Grantee shall become vested in the a prorated portion of the Restricted Share Units equal to the product of: (i) the portion number of the Restricted Share Units that would have become vested under this Agreement had the Grantee remained continuously employed with the Company or a Subsidiary through the Vesting Date (based immediately following the date on actual performance results for each of which the three Performance Periods), Grantee's employment terminated, multiplied by (ii) a fraction based on fraction, the numerator of which is the number of days of continuous employment with the Company or a Subsidiary completed by the Grantee from since the last Vesting Date (or if no Vesting Date has occurred, since March 31, 2019) and the denominator of Grant through the Vesting Date. which is 365. (c) Change in Control. The provisions of Section 21 of the Plan shall apply in the event of a Change in Control. View More
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Vesting of Restricted Share Units. (a) A ratable portion of the Restricted Share Units (subject to such rounding conventions as maintained by the Company from time to time) shall vest on each of the Vesting Dates set forth above (the "Vesting Date"), provided that the Grantee shall have remained in the continuous service of the Company as a director ("Continuous Service") through the applicable Vesting Date. (b) Notwithstanding Section 2(a), (i) if the Grantee makes himself or herself available and consents to be nominated by the... Company for Continuous Service as a director of the Company, but is not nominated by the Board for election by the shareholders, other than for good reason as determined by the Board in its discretion, then the Restricted Share Units shall vest in full as of the Grantee's last date of service as a director with the Company; (ii) upon the occurrence of a Change in Control prior to a Vesting Date and during the Grantee's Continuous Service, the Committee may, in its sole discretion, accelerate the vesting of the Restricted Share Units in full or in part; and (iii) the Committee may, in its sole discretion, provide for the full or partial acceleration of vesting of the Restricted Share Units in connection with the termination of the Grantee's Continuous Service for any reason prior to a Vesting Date, including, but not limited to, termination of Continuous Service as a result of the Grantee's death or "Disability", defined as the Grantee's permanent and total disability (within the meaning of Section 22(e) of the Code), as determined by a medical doctor satisfactory to the Committee. (c) For the purposes of this Agreement, "Change in Control" shall have the meaning set forth in the Plan. View More
Vesting of Restricted Share Units. (a) A ratable portion of the Restricted Share Units (subject (rounded down to such rounding conventions as maintained by the Company from time to time) next whole number) shall vest on each of the Vesting Dates set forth above (the (each, a "Vesting Date"), provided that the Grantee shall have remained in the continuous service of the Company as a director ("Continuous Service") through the applicable Vesting Date. (b) Notwithstanding Section 2(a), (i) if the Grantee makes himself or herself ava...ilable and consents to be nominated by the Company for Continuous Service as a director of the Company, but is not nominated by the Board for election by the shareholders, stockholders, other than for good reason as determined by the Board in its discretion, then the Restricted Share Units shall vest in full as of the Grantee's last date of service as a director with the Company; and (ii) upon the occurrence of a Change in Control prior to a Vesting Date and during the Grantee's Continuous Service, the Committee may, in its sole discretion, accelerate the vesting of the Restricted Share Units in full or in part; and (iii) will be governed by the Committee may, in its sole discretion, provide for the full or partial acceleration applicable provisions of vesting Section 20 of the Restricted Share Units in connection with the termination of the Grantee's Continuous Service for any reason prior to a Vesting Date, including, but not limited to, termination of Continuous Service as a result of the Grantee's death or "Disability", defined as the Grantee's permanent and total disability (within the meaning of Section 22(e) of the Code), as determined by a medical doctor satisfactory to the Committee. (c) For the purposes of this Agreement, "Change in Control" shall have the meaning set forth in the Plan. View More
Vesting of Restricted Share Units. (a) A ratable portion of the Restricted Share Units (subject to such rounding conventions as maintained by the Company from time to time) shall vest on each of the Vesting Dates set forth above (the (each, a "Vesting Date"), provided that the Grantee shall have remained in the continuous service Continuous Service of the Company as or a director ("Continuous Service") Subsidiary through the applicable Vesting Date. (b) Notwithstanding Section 2(a), (i) if the Grantee makes himself or herself ava...ilable and consents to be nominated by the Company for Continuous Service as a director of the Company, but is not nominated by the Board for election by the shareholders, other than for good reason as determined by the Board in its discretion, then the Restricted Share Units shall vest in full as of the Grantee's last date of service as a director with the Company; (ii) upon the occurrence of a Change in Control prior to a Vesting Date and during the Grantee's Continuous Service, the Committee may, in its sole discretion, accelerate the vesting of the Restricted Share Units will be governed by the applicable provisions of Section 19 of the Plan; (ii) in full the event of the termination of the Grantee's Continuous Service as a result of his or her "Disability" (defined as the Grantee's permanent and total disability (within the meaning of Section 22(e) of the Code), as determined by a medical doctor satisfactory to the Company) or death, any outstanding unvested Restricted Share Units shall automatically become vested in part; full; and (iii) the Committee may, in its sole discretion, provide for the full or partial acceleration of vesting of the Restricted Share Units in connection with the termination of the Grantee's Continuous Service for any other reason prior to a Vesting Date, including, but not limited to, termination of Continuous Service as a result of the Grantee's death or "Disability", defined as the Grantee's permanent and total disability (within the meaning of Section 22(e) of the Code), as determined by a medical doctor satisfactory to the Committee. (c) For the purposes of this Agreement, "Change in Control" shall have the meaning set forth in the Plan. Date. View More
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Vesting of Restricted Share Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the date(s) specified in the following schedule (the "Vesting Date") so long as the Grantee remains in a service relationship as a Consultant or employee of the Company or a Subsidiary until and on such dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Share Units specified as vested on such date. Incremental... Number ofRestricted Share Units VestedVesting Date _____________ (___%)____________________________ (___%)____________________________ (___%)____________________________ (___%)_______________ In determining the number of vested Restricted Share Units at the time of any vesting, the number of Ordinary Shares shall be rounded down to the nearest whole ADS or the nearest increment of 13 Ordinary Shares. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. View More
Vesting of Restricted Share Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the date(s) specified in the following schedule (the "Vesting Date") so long as the Grantee remains in a service relationship as a Consultant or employee of the Company or a Subsidiary until and on such dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Share Units specified as vested on such date. Incremental... Number ofRestricted Share Units VestedVesting Date _____________ (___%)____________________________ (___%)____________________________ (___%)____________________________ (___%)_______________ In determining the number of vested Restricted Share Units at the time of any vesting, the number of Ordinary Shares shall be rounded down to the nearest whole ADS or the nearest increment of 13 Ordinary Shares. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. Version: June 2022 3. Termination of Service Relationship as a Consultant. (a) If the Grantee's service relationship with the Company or a Subsidiary as a Consultant terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any Restricted Share Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Share Units. For the avoidance of doubt, if the Grantee's service relationship with the Company or a Subsidiary as a Consultant terminates prior to any scheduled Vesting Date, the Grantee will not earn or be entitled to any pro-rated vesting for any portion of time before the respective Vesting Date during which the Grantee was a Consultant, nor will the Grantee be entitled to any compensation for lost vesting. However, a change in the Grantee's status from Consultant to employee will not be deemed a termination of service for purposes of the Restricted Share Units. (b) For purposes of the Restricted Share Units, the Grantee's service relationship as a Consultant shall be considered terminated as of the date the Grantee is no longer actively providing services to the Company or any of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be invalid or in breach of applicable laws in the jurisdiction where the Grantee is rendering services as a Consultant or the terms of the Grantee's service agreement, if any) and such date will not be extended by any notice period (e.g., the date would not be delayed by any contractual notice period or any period of "garden leave" or similar period mandated under applicable laws in the jurisdiction where the Grantee is rendering services as a Consultant or the terms of the Grantee's service agreement, if any). The Administrator shall have the exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of the Restricted Share Units (including whether the Grantee may still be considered to be providing services while on a leave of absence).4. Issuance of Ordinary Shares. As soon as practicable following the Vesting Date (but in no event later than two and one-half (2.5) months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of Ordinary Shares equal to the aggregate number of Restricted Share Units that have vested pursuant to Paragraph 2 of this Agreement on such date and the Grantee shall thereafter have all the rights of a shareholder of the Company with respect to such Ordinary Shares. View More
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Vesting of Restricted Share Units. 2.1.Service Requirement. Rights in respect of [ ]% of the number of Restricted Share Units specified in Section 1 above shall vest on each of the [ ] anniversary[ies] of the Grant Date [or insert vesting schedule], provided that the Grantee is in service on the applicable vesting date. As used herein, "service" shall mean service to the Trust or a Subsidiary as an employee, Trustee, consultant, Service Provider or independent contractor. For purposes of this Agreement, termination of service wou...ld not be deemed to occur if the Grantee, after terminating service in one capacity, continues to provide service to the Trust, any Subsidiary or any Affiliate in another capacity. Termination of service is sometimes referred to below as termination of employment or other relationship with the Trust. As used herein, references to the "Trust" shall be deemed to include its Subsidiaries and Affiliates. The period during which the Restricted Share Units have not vested and therefore are subject to a substantial risk of forfeiture is referred to below as the Restricted Period. 2.2.Restrictions on Transfer. The Grantee may not sell, transfer, assign, pledge or otherwise encumber or dispose of the Restricted Share Units. 2.3.Delivery of Shares. When a portion of the Restricted Share Units shall vest pursuant to Section 2.1, the Trust shall deliver to the Grantee a certificate or electronic confirmation of ownership, as applicable, for the number of Shares represented by the Restricted Share Units which have vested. Upon the issuance of the shares, Grantee's payment of the aggregate par value of the shares delivered to Grantee will be deemed paid by Grantee's past services to the Trust. 1 3. TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP. Upon the termination of the Grantee's employment or other relationship with the Trust other than by reason of death or Disability, any Restricted Share Units held by the Grantee that have not vested shall terminate immediately, and the Grantee shall forfeit any rights with respect to such Restricted Share Units. If the Grantee's employment or other relationship with the Trust is terminated because of his or her death or Disability, his or her Restricted Share Unit Agreement shall immediately be vested in all Restricted Share Units that have not previously vested. View More
Vesting of Restricted Share Units. 2.1.Service Requirement. Rights in respect of [ ]% of the number of Restricted Share Units specified in Section 1 above shall vest on each of the [ ] anniversary[ies] of the Grant Date [or insert vesting schedule], provided that the Grantee is in service on the applicable vesting date. As used herein, "service" shall mean service to the Trust or a Subsidiary as an employee, Trustee, consultant, Service Provider or independent contractor. For purposes of this Agreement, termination of service wou...ld not be deemed to occur if the Grantee, after terminating service in one capacity, continues to provide service to the Trust, any Subsidiary or any Affiliate in another capacity. Termination of service is sometimes referred to below as termination of employment or other relationship with the Trust. As used herein, references to the "Trust" shall be deemed to include its Subsidiaries and Affiliates. The period during which the Restricted Share Units have not vested and therefore are subject to a substantial risk of forfeiture is referred to below as the Restricted Period. 1 2.2.Restrictions on Transfer. The Grantee may not sell, transfer, assign, pledge or otherwise encumber or dispose of the Restricted Share Units. 2.3.Delivery of Shares. When a portion of the Restricted Share Units shall vest any shares are paid to Grantee (either upon vesting pursuant to Section 2.1, 2.1 or later delivery if Grantee defers payment pursuant to Section 3), the Trust shall deliver to the Grantee a certificate or electronic confirmation of ownership, as applicable, for the number of Shares represented by the Restricted Share Units which have vested. been delivered to Grantee. Upon the issuance of the shares, Grantee's payment of the aggregate par value of the shares delivered to Grantee will be deemed paid by Grantee's past services to the Trust. 1 3. TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP. Upon the termination of the Grantee's employment or other relationship with the Trust other than by reason of death or Disability, any Restricted Share Units held by the Grantee that have not vested shall terminate immediately, and the Grantee shall forfeit any rights with respect to such Restricted Share Units. If the Grantee's employment or other relationship with the Trust is terminated because of his or her death or Disability, his or her Restricted Share Unit Agreement shall immediately be vested in all Restricted Share Units that have not previously vested. View More
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