Vesting of Restricted Stock Contract Clauses (267)

Vesting of Restricted Stock. 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 Participant remains an employee of 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 shares of Restricted Stock specified as vested on such date. Numberof Shares Vested Vesting Date Subsequent to such vesting... date or dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3. View More

Vesting of Restricted Stock. (a) Performance Conditions. The shares of Restricted Stock shall become vested on the last day (such date, the "Vesting Date") of any five consecutive trading day period ending on or after January 1, 2018 during which the average closing price of the Shares on the New York Stock Exchange (or such other securities exchange on which the Shares may then be traded) equals or exceeds 105% of the closing price of a Share on the New York Stock Exchange (or such other securities exchange in which the Sh...ares then may be traded) on December 31, 2017, provided that the Vesting Date must occur, if at all, prior to the fifth anniversary of the Date of Grant. In the event that a Change of Control occurs during the Recipient's Continuous Service, unless the Company is the surviving entity in the Change of Control and the Restricted Stock Award continues to be outstanding after the Change of Control of the Company on substantially the same terms and conditions as were applicable immediately prior to the Change of Control, then the shares of Restricted Stock subject to this Agreement shall automatically and without any action on the part of the Recipient, shall become fully vested immediately prior to the Change in Control. (b) Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated: (i) "Non-Vested Shares" means any portion of the Restricted Stock subject to this Agreement that has not become vested pursuant to this Section 2. (ii) "Vested Shares" means any portion of the Restricted Stock subject to this Agreement that is and has become vested pursuant to this Section 2. View More

Vesting of Restricted Stock. 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 remains in a Service Relationship 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 shares of Restricted Stock specified as vested on such date. Incremental Number of Shares Vested Vesting Date _____________ (___%) ____________ ..._____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3. View More

Vesting of Restricted Stock. (a) Period of Restriction. (i) The Restricted Stock shall be forfeitable and non-transferable during the Period of Restriction. The "Period of Restriction" with respect to the Restricted Stock shall begin on the Grant Date and end at 5:00 p.m., Central Time, on the three-year anniversary of %%VEST_BASE_DATE,'MM/DD/YYYY'%-%. (ii) Except as otherwise provided for under this Stock Agreement, the Participant must remain employed by the Company or any Subsidiary continuously through the Period of Res...triction. (b) Additional Vesting Rules. Notwithstanding Section 2(a) hereof, the Restricted Stock shall be subject to the following additional vesting rules in the following circumstances: (i) Death or Disability. In the event the Participant's employment with the Company and its Subsidiaries is terminated due to death or Disability, any unvested Restricted Stock as of the effective date of the Participant's termination of employment shall become fully vested as of 5:00 p.m., Central Time, on the effective date of the Participant's termination of employment and the remainder of the Period of Restriction shall lapse. (ii) Termination for Good Reason or Retirement; Termination by the Company or any Subsidiary other than for Cause. In the event the Participant's employment with the Company and its Subsidiaries is terminated by reason of the Participant's resignation for Good Reason, by reason of the Participant's retirement on or after age 65 or prior to age 65 with the approval of the Senior Vice President, Human Resources, or by the Company and/or any Subsidiary other than for Cause, the number of shares of Restricted Stock that shall be vested as of 5:00 p.m., Central Time, on the effective date of the Participant's termination of employment shall equal the product of the total number of shares of Restricted Stock granted as of the Grant Date under Section 1(a) multiplied by a fraction, the numerator of which is the number of days from but excluding the Grant Date and to and including the effective date of the Participant's termination of employment, and the denominator of which is 1096. This Stock Agreement shall be settled in whole shares of the Company's Common Stock, and cash for the value of a fractional share of Common Stock. For purposes of this Stock Agreement, "Good Reason" and "Cause" have the meanings set forth in the employment agreement, if any, between the Company and/or any Subsidiary and the Participant or, if the Participant is not a party to such an agreement, "Good Reason" has the meaning set forth in the Plan and "Cause" has the meaning, as determined by the Company in its sole discretion, set forth in the Plan. (iii) Other Termination of Employment. In the event the Participant's employment with the Company and its Subsidiaries is terminated for any reason other than as provided in Section 2(b)(i) or (ii), any unvested Restricted Stock as of the effective date of the Participant's termination of employment shall immediately be forfeited to the Company. View More

Vesting of Restricted Stock. (a) Except as otherwise provided in Sections 2(b), 2(c), 2(d), 2(e) and 4 hereof, provided that the continuous service of the Recipient continues through and on the applicable Vesting Date, the shares of Restricted Stock shall become vested in the following amounts, at the following times and upon the following conditions: Number of Shares of Restricted Stock Vesting Date [number] [date] There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, day...s or periods prior to each Vesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable Vesting Date. (b) [In the event that a Change in Control of the Company occurs during the Recipient's continuous service, the shares of Restricted Stock subject to this Agreement shall become immediately vested as of the date of the Change in Control.] [In the event that within [time period] following a Change in Control of the Company, the Recipient's employment is terminated by the Company without Cause or is terminated by the Recipient with Good Reason, the shares of Restricted Stock subject to this Agreement shall become immediately and fully vested as of the date of the Change in Control as of the date of such termination of employment, and shall be delivered, subject to any requirements under this Agreement, to the Recipient on the date of such termination of employment.] (c) Notwithstanding any other term or provision of this Agreement, the Administrator shall be authorized, in its sole discretion, to accelerate the vesting of any shares of Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Administrator shall deem advisable. (d) [In the event that the Recipient's continuous service terminates by reason of the Recipient's death, all of the shares of Restricted Stock subject to this Agreement shall be immediately vested as of the date of such death, and shall be delivered, subject to any requirements under this Agreement, to the beneficiary or beneficiaries designated by the Recipient, or if the Recipient has not so designated any beneficiary(ies), or no designated beneficiary survives the Recipient, such shares shall be delivered to the personal representative of the Recipient's estate.] [ In the event that the Recipient's continuous service terminates by reason of the Recipient's death, [____] of the shares of Restricted Stock subject to this Agreement shall be immediately vested as of the date of such death, and to the extent so vested, shall be delivered, subject to any requirements under this Agreement, to the beneficiary or beneficiaries designated by the Recipient, or if the Recipient has not so designated any beneficiary(ies), or no designated beneficiary survives the Recipient, such shares shall be delivered to the personal representative of the Recipient's estate.] (e) For purposes of this Agreement, the following terms shall have the meanings indicated: (i)"Non-Vested Shares" means any portion of the Restricted Stock subject to this Agreement that has not become vested pursuant to this Section 2. (ii)"Vested Shares" means any portion of the Restricted Stock subject to this Agreement that is and has become vested pursuant to this Section 2. View More

Vesting of Restricted Stock. Unless otherwise provided in this Agreement or the Plan, the Restricted Stock shall vest in accordance with the following vesting schedule: 50% of the total number of shares of Restricted Stock shall vest on the first anniversary of the date of grant and the remaining 50% of the total number of shares of Restricted Stock shall vest on the second anniversary of the date of grant. The restrictions and conditions in Paragraph 2 shall lapse with respect to the number of shares of Restricted Stock sp...ecified as vested on each such vesting date. Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock. Notwithstanding the foregoing, if the Grantee's employment is terminated by reason of death or disability (as determined by the Administrator) prior to the vesting of shares of Restricted Stock granted herein, the unvested shares of Restricted Stock held by the Grantee shall become fully vested. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3. View More

Vesting of Restricted Stock. (a) Vesting Schedule. The Award shall initially be unvested. Provided that a Termination has not occurred, the Award shall vest (i) with respect to one-sixth (1/6) of the Award on the date that is six months and one day following the Date of Grant (the "Initial Vesting Date") and (ii) with respect to the rest of the Award, in substantially equal quarterly installments over the ten (10) quarters immediately following the Initial Vesting Date; provided that the exact amounts and dates of each inst...allment vesting shall be determined by the Company. (b) Termination. Upon a Termination or Qualifying Termination this Award shall be treated in accordance with the Plan. View More

Vesting of Restricted Stock. (a) Except as otherwise provided in this Agreement, the Restricted Stock is nontransferable and is subject to a substantial risk of forfeiture. (b) Subject to subsections (c), (d), (e) and (f) of this Section 2, the Restricted Stock shall become fully transferable and nonforfeitable ("Vested") on , provided Participant's service as a member of the Board of Directors of the Company or a Subsidiary continues through such date. (c) The Restricted Stock, to the extent not already fully Vested, shall...ately be fully Vested upon a Change of Control of the Company as that term is defined in the Plan if such 1 Change of Control occurs while Participant is a member of the Board of Directors of the Company or a Subsidiary. (d) The Restricted Stock, to the extent not already fully Vested, shall immediately be fully Vested upon Participant's termination of his or her membership on the Board of Directors of the Company and its Subsidiaries because of his or her disability, as determined by the Company in its sole discretion, or upon the death of Participant, in each case only if such disability or death occurs while Participant is a member of the Board of Directors of the Company or a Subsidiary. In the event of Participant's death, Participant's designated beneficiary or, if none, the executor or administrator of Participant's estate shall have the right to direct delivery of the Restricted Stock in accordance with Section 3 below. (e) The Restricted Stock, to the extent not already fully Vested, shall immediately be fully Vested upon the "retirement" of Participant from the Board of Directors of the Company and its Subsidiaries as may be provided in the Company's Corporate Governance Guidelines adopted by the Board of Directors initially on June 2, 2004 and as may be updated or restated from time-to-time. (f) To the extent the Restricted Stock is not already fully Vested pursuant to subsections (b), (c), (d) or (e) of this Section 2 on or prior to such date, the Restricted Stock shall be fully forfeited and Participant shall have no further rights hereunder on the date Participant ceases to be a member of the Board of Directors of the Company and its Subsidiaries. Notwithstanding the immediately preceding sentence, the Committee may, in its sole discretion, waive the forfeiture of any or all of the unvested Restricted Stock and provide for such vesting as it deems appropriate, provided the Committee takes such action prior to the date Participant ceases to be a member of the Board of Directors of the Company and its Subsidiaries. View More

Vesting of Restricted Stock. (a) The Shares subject to this Award will remain forfeitable until the risk of forfeiture lapses according to the following vesting schedule Vesting Date Number of Shares First anniversary of the Grant Date Second anniversary of the Grant Date Third anniversary of the Grant Date (b) Subject to the provisions of paragraphs (e) and (f) below, if the Participant's service as a Director of the Company terminates, other than by reason of his/her death or Disability, so that the Participant is no long...er providing services as a Director to the Company at any time prior to a Vesting Date, the Participant will immediately forfeit all Shares subject to this Award which have not yet vested and for which the risk of forfeiture has not lapsed. (c) If the Participant's service with the Company as a Director is terminated as a result of Participant's death, all previously unvested Shares subject to this Award as of the date of Participant's termination of service immediately will become vested and no longer subject to any risk of forfeiture. (d) If the Participant's service with the Company as a Director terminates as a result of the Participant's Disability, any previously unvested Shares subject to this Award that would have vested during the 12 month period following the date of the Participant's termination of service but for the cessation of the Participant's service with the Company immediately will become vested and no longer subject to any risk of forfeiture. (e) The Participant also will be entitled to certain accelerated vesting in connection with a termination of Participant's service as a Director of the Company following a Change in Control to the extent permitted by Section 10 of the Plan. (f) The foregoing provisions (c)-(e) are subject to the terms of the Plan and any other Benefit Plan that covers the Participant to the extent such Benefit Plan provides for accelerated vesting of Restricted Stock. (g) The Committee, in its discretion, may accelerate vesting of all or any portion of the Shares subject to this Award. View More

Vesting of Restricted Stock. Subject to the terms and conditions set forth in the Plan and this Agreement, and except as otherwise provided in Section 3, the shares of Restricted Stock will vest on the 3rd anniversary of the Date of Grant, subject to the Participant's continued Service through the applicable vesting date.