Vesting of Restricted Stock Units Contract Clauses (339)

Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Vesting 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 Stock Units specified as vested on such date. Incremental Number ofRestricted Stock Units Vested Vesting Dat...e ( %) ( %) ( %) ( %) The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. View More

Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 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 with the Company or a Subsidiary 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 Stock Units specified as vested on such date. Incremental Number ofRestricted Stock Units Vested Ves...ting Date _____________ (___%) _____________ (___%) _____________ (___%) _____________ (___%) The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. View More

Vesting of Restricted Stock Units. (a) Vesting. Except as otherwise provided in this Section 2, the Restricted Stock Units shall become vested, if at all, on the vesting date(s) set forth in the Notice of Grant (each, a "Vesting Date"), subject to the continued employment of the Participant by the Company or any Subsidiary thereof through such date. (b) Termination of Employment. (i) Death or Disability. If the Participant's employment is terminated due to death or Disability prior to the Vesting Date, 100% of the Restricted Stoc...k Units shall become fully vested and nonforfeitable and shall be paid as provided in Section 3. (ii) Retirement. If the Participant's employment is terminated due to Retirement prior to the Vesting Date, the Participant shall be deemed vested to the extent of the number of Restricted Stock Units that would have vested had the Participant's Service continued until the Vesting Date, multiplied by a fraction, the numerator of which is the number of days elapsed from the Grant Date through the date of the Participant's Retirement and the denominator of which is the number of days from the Grant Date to the Vesting Date, and any remaining Restricted Stock Units shall be forfeited and canceled as of the date of such Retirement. Vested Restricted Stock Units shall be settled as set forth in Section 3. (iii) Any Other Reason. If the Participant's employment is terminated prior to the Vesting Date for any reason other than death, Disability or Retirement, all Restricted Stock Units shall immediately be forfeited and canceled effective as of the date of the Participant's termination. (c) Change in Control. In the event of a Change in Control, then the Restricted Stock Units shall vest or continue as set forth in the Plan. (d) Committee Discretion. Notwithstanding anything contained in this Agreement to the contrary, the Committee, in its sole discretion, may accelerate the vesting with respect to any Restricted Stock Units under this Agreement, at such times and upon such terms and conditions as the Committee shall determine. View More

Vesting of Restricted Stock Units. Subject to Paragraph 8, below, the RSUs shall vest upon the earliest to occur of the following dates (such date, the "Vesting Date"), provided Grantee remains in Service (defined in Paragraph 10, below) through such date: (a) 100% as of the third anniversary of the Grant Date; or (b) 100% as of the date on which the Grantee has a Separation from Service (defined in Paragraph 10, below) on account of Total Disability (defined in Paragraph 10, below); or (c) 100% as of the date of the Grantee's de...ath; or (d) 100% as of the date of the Grantee's involuntary Separation from Service other than for Cause (defined in Paragraph 10, below), provided such Separation from Service occurs within two years after a Change of Control pursuant to the definition in effect on the day immediately preceding such Change of Control; or (e) Pro-rata as of the date on which Grantee Retires (defined in Paragraph 10, below). Page 1 The number of RSUs vesting pro-rata upon the event described in Subparagraph 2(e) shall be calculated by taking a fraction where the denominator is equal to the number of days during the three-year period beginning on the Grant Date and ending on the third anniversary of the Grant Date (such three-year period, the "Vesting Period"), and the numerator is equal to the number of days that the Grantee provided Service during the Vesting Period, with this award multiplied by such fraction (rounding up the nearest whole RSU). In the event that Grantee has a Separation from Service prior to the vesting of RSUs as set forth above, other than under the circumstances described in Subparagraphs 2(b) through (e), the RSUs shall be forfeited and automatically transferred back to LNC. Upon forfeiture, Grantee shall have no further rights in such RSUs or Shares deliverable pursuant to an RSU granted hereunder. View More

Vesting of Restricted Stock Units. Except as otherwise provided below, the restrictions and conditions of Section 2(i) of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in service as a member of the Board 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 Stock Units specified as vested on such date. Incremental Number of Restricted Stock Uni...ts Vested Vesting Date 100% [13 months after Grant Effective Date] Notwithstanding any other term or provision of this Agreement, upon (A) termination of the Grantee's service as a Director as a result of the Grantee's death or disability or (B) a Change of Control (regardless of whether or not a termination of the Grantee's service has occurred), then all Restricted Stock Units shall immediately vest. The administrator may at any time accelerate the vesting schedule specified in this Section 3. View More

Vesting of Restricted Stock Units. The Restricted Stock Units are restricted in that they are forfeitable and may not be sold, transferred or otherwise alienated or hypothecated (the "Restrictions") until the Restricted Stock Units become vested and shares of Common Stock are delivered pursuant to Section 4 following removal or expiration of the Restrictions. Subject to (i) the Participant's Continuous Service through the applicable Vesting Date (as defined below) and (ii) compliance with the terms and conditions of this Agreemen...t (including without limitation, the restrictive covenants set forth in Appendix A), the Restrictions will expire and the Restricted Stock Units will become nonforfeitable and vested as to one-third (1/3) of the Restricted Stock Units on each anniversary of the Date of Grant (each, a "Vesting Date"). Notwithstanding the above, to the extent Participant is a party to an Employment Agreement with the Company which provides for accelerated vesting in additional or different circumstances, Participant's Restricted Stock Units will vest in accordance with the provisions thereof. View More

Vesting of Restricted Stock Units. (a) Vesting. The Restricted Stock Units shall vest and become settled as provided in Section 3 in four equal, annual installments, on the first, second, third, and fourth anniversaries of the Effective Date, as such term is defined in the Executive Employment Agreement between the Company and Optionee, dated November 1, 2018 (the "Employment Agreement"), in each case, subject to Grantee's continued service through each such vesting date. To the extent such vested, each Restricted Stock Unit repr...esents an unfunded, unsecured right of the Grantee to receive one Share at a specified time. Unless otherwise provided herein, upon cessation of Optionee's service with the Company, Grantee shall immediately forfeit all unvested Restricted Stock Units, with no further compensation to Grantee. (b) Change in Control. In the event that within two (2) years of the consummation of a Change in Control, Executive's employment is terminated in a Qualifying Termination (as such term is defined in the Employment Agreement), all of Grantee's unvested Restricted Stock Units shall immediately become vested and settled pursuant to Section 3, as of the effective date of such Qualifying Termination. 1 (c) Death; Disability. If the Grantee's employment with the Company and its Affiliates is terminated prior to vesting and settlement of the Restricted Stock Units, as provided in Section 2(a) (i) due to the Grantee's death or (ii) due to the Grantee becoming Disabled, then notwithstanding such termination of employment, the Grantee will vest in a number of the Restricted Stock Units equal to that number of Restricted Stock Units that would otherwise have vested in accordance with Section 2(a) for the calendar year of Grantee's termination of service hereunder, pro-rated in a ratio equal to the full number of completed days of the Grantee's employment with the Company or its Affiliates in the calendar year such termination occurs divided by 365 days. Any remaining Restricted Stock Units that do not then vest will be forfeited with no further compensation due to Grantee. View More

Vesting of Restricted Stock Units. The Restricted Stock Units are subject to both a time-based condition (the "Time Condition") and performance-based vesting (the "Performance Vesting") described in paragraphs (a) and (b) below, both of which must be satisfied prior to the Expiration Date before the Restricted Stock Units will be deemed vested and may be settled in accordance with Section 4 of this Agreement. (a) Time Condition. The Time Condition shall be satisfied as follows: 25% of the Restricted Stock Units shall satisfy the ...Time Condition on the first anniversary of the Vesting Commencement Date, subject to the Grantee maintaining a continuous Service Relationship through such date. Thereafter, the remaining 75% of the Restricted Stock Units shall satisfy the Time Condition in [12 equal quarterly installments][36 monthly installments], subject to the Grantee maintaining a continuous Service Relationship through each such date. (b) Performance Vesting. The Restricted Stock Units shall only satisfy the Performance Vesting upon consummation of the earlier to occur of (i) a Sale Event or (ii) a Public Listing (as defined below), in either case, on or prior to the Expiration Date, subject to the Grantee maintaining a continuous Service Relationship through the consummation of the Public Listing. For purposes hereof, the "Public Listing" shall mean the Company's Initial Public Offering or any other transaction (including any merger with a special purpose acquisition vehicle) following which the Company's securities (or any security in which the Company's securities have been exchanged in connection with such transaction) are publicly traded. (c) Vesting Date. Each date as of which both the Time Condition and Performance Vesting described in paragraphs (a) and (b) have been satisfied with respect to any Restricted Stock Units shall be referred to as a "Vesting Date;" provided that, to the extent the Restricted Stock Units have not satisfied the Performance Vesting as of the Expiration Date, such Restricted Stock Units (whether or not such Restricted Stock Units shall have satisfied the Time Condition) shall expire and be of no further force or effect on the Expiration Date. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. View More

Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse as to 25 percent of the Restricted Stock Units and such Restricted Stock Units shall vest on the first anniversary of the Vesting Commencement Date; provided that the Grantee remains an employee of the Company or a Subsidiary on such date. Thereafter, the restrictions and conditions of Paragraph 1 of this Agreement shall lapse as to the remaining 75 percent of the Restricted Stock Units and such Restricted Stock Units s...hall vest in 12 equal installments every three months following the first anniversary of the Vesting Commencement Date, provided that the Grantee remains an employee of the Company or a Subsidiary on such dates. For the avoidance of doubt, employment during only a period prior to a vesting date (but where employment has terminated prior to the vesting date) does not entitle the Grantee to vest in a pro-rata portion of the Restricted Stock Units on such date. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 2. This Agreement is subject to the terms and conditions of any policies of the Company regarding vesting during leaves of absence. ACTIVE/72153934.3 In the event that the Grantee's employment with the Company and any Subsidiary terminates due to the Grantee's death, then the Restricted Stock Units shall be deemed vested upon the date of the Grantee's death. Notwithstanding the foregoing, in the event of a Sale Event (as defined in the Plan) in which this Award is continued or assumed by a successor to the Company, the Restricted Stock Units shall be deemed vested upon the date on which the Grantee's employment with the Company and any Subsidiary or successor entity, as the case may be, terminates if such termination occurs (i) within 12 months after such Sale Event or 90 days prior to such Sale Event, and (ii) such termination is by the Company or any Subsidiary or successor entity without Cause or by the Grantee for Good Reason. The following definitions shall apply: "Cause" shall mean (i) the Grantee's dishonest statements or acts with respect to the Company or any Subsidiary, or any current or prospective customers, suppliers vendors or other third parties with which such entity does business; (ii) the Grantee's commission of (A) a felony (or crime of similar magnitude under non-U.S. laws, as determined by the Administrator) or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the Grantee's failure to perform his assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the Grantee by the Company or a Subsidiary; (iv) the Grantee's gross negligence, willful misconduct or insubordination with respect to the Company or any Subsidiary (including, but not limited to, any violation of the Company's code of conduct, insider trading, willful accounting improprieties or failure to cooperate with investigations); or (v) the Grantee's material violation of any provision of any agreement(s) between the Grantee and the Company or any Subsidiary relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions. "Good Reason" shall mean (i) a material diminution in the Grantee's base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees of the Company or any Subsidiary or (ii) a change of more than 50 miles in the geographic location at which the Grantee provides services to the Company or a Subsidiary, so long as the Grantee provides notice to the Company or a Subsidiary within at least 90 days following the initial occurrence of any such event and the Company or a Subsidiary fails to cure such event within 30 days of such notice. View More

Vesting of Restricted Stock Units. Subject to the terms and conditions set forth in the Plan and this Agreement, the Restricted Stock Units shall vest as follows: a. Time-Vesting RSUs. Fifty percent (50%) of the Restricted Stock Units shall be subject to time-vesting conditions ("TSUs") and shall vest in accordance with the following schedule, subject to the Participant's continued Service through each applicable vesting date, except as otherwise provided in this Section 2: Vesting Date Cumulative Vested Percentage First Annivers...ary of the Date of Grant 331⁄3% Second Anniversary of the Date of Grant 662⁄3% Third Anniversary of the Date of Grant 100% b. Performance-Vesting RSUs. Fifty percent (50%) of the Restricted Stock Units shall be subject to both time-vesting and performance-vesting conditions ("PSUs"). A PSU shall only become vested and subject to settlement upon satisfaction of both the time-vesting condition and the performance-vesting condition. (i) The PSUs shall performance vest based on the Company's achievement of the 15-Day VWAP targets set forth below on or before the third anniversary of the Date of Grant (such period, the "Performance Period"), subject to the Participant's continued Service through each applicable vesting date. For purposes of this Agreement, "15-Day VWAP" means the volume-weighted average price per share of Common Stock over fifteen (15) consecutive trading days. In the event the Company makes a significant return of capital to its shareholders during the Performance Period, the Company and the Participant will work together in good faith to effectuate any necessary adjustments to the 15-Day VWAP Targets. 15-Day VWAP Target Cumulative Performance-Vested Percentage At or above $12.50 331⁄3 % At or above $15.00 662⁄3 % At or above $17.50 100 % Any PSU that does not performance vest prior to the conclusion of the Performance Period shall be forfeited immediately and without consideration at the conclusion of the Performance Period. (ii) Any PSUs with respect to which the performance condition is satisfied during the Performance Period (the "Performance-Vested PSUs") will be subject to time-based vesting, such that 50% of the Performance-Vested PSUs will time vest on the applicable performance-vesting date, and an additional 25% of the Performance-Vested PSUs will time vest on each of the first and second anniversaries of the date on which such Performance-Vested PSUs performance-vested, subject to the Participant's continued Service through each applicable vesting date. c. [Reserved]. d. Change of Control. If the Participant's Service is terminated by the Company without Cause during the eighteen (18) month period immediately following a Change of Control, (i) all TSUs shall fully vest, and all PSUs shall fully time vest, and (ii) with respect to any PSUs that have not performance vested as of the date of termination of Service, such PSUs shall performance vest to the extent that the price per share of Common Stock achieved in the Change of Control equals or exceeds the 15-Day VWAP targets set forth above, in each case, subject to the Participant's execution and non-revocation of the Release no later than 60th day following the Participant's termination of Service. Any PSUs that have not performance-vested in accordance with Section 2.b and this Section 2.d will be forfeited immediately and without consideration. e. Forfeiture. Any Restricted Stock Units that are not fully vested will be forfeited immediately and without consideration upon a termination of the Participant's Service for any or no reason. 2 3. Dividend Equivalent Rights. Each Restricted Stock Unit is granted together with dividend equivalent rights, which dividend equivalent rights will be (a) accumulated and deemed reinvested in additional Restricted Stock Units and (b) subject to the same vesting and forfeiture provisions as the Restricted Stock Units granted pursuant to Section 2. Any payments made pursuant to dividend equivalent rights will be paid in either cash or in shares of Common Stock, or any combination thereof, as elected by the Participant (to the extent permissible under applicable law), effective as of the date of settlement under Section 4 below. View More