Vesting of Restricted Stock Units Contract Clauses (339)

Vesting of Restricted Stock Units. 2.1 Normal Vesting. Except as otherwise provided in this Award Agreement, the Restricted Stock Units shall vest as provided in the Grant Notice. 2.2 Leave of Absence/Part-Time Work. Unless otherwise determined by the Committee and to the extent permissible under applicable local law, the following provisions may apply upon the Participant's commencement of an authorized leave of absence: (a) The vesting schedule in effect under the Grant Notice shall be frozen as of the first fifteenth (15th) da...y of a month immediately following the commencement of the authorized leave, and the number of Restricted Stock Units subject thereto shall not vest for any additional installments during the period Participant remains on such leave. Vesting of the Restricted Stock Units shall resume upon the first fifteenth (15th) day of a month immediately following the Participant's resumption of active Service, provided that the next installment shall not vest until the next subsequent Quarterly Vest Date on which the Participant has accrued at least twelve months of Service since the last vesting installment (or since the Grant Date, if the Participant has not vested in an installment) after giving effect to the vesting suspension and vesting resumption rules contemplated under this Section 2.2(a). "Quarterly Vest Date" means the following dates: February 15th; May 15th; August 15th; November 15th. Anything in the foregoing to the contrary notwithstanding, the vesting treatment described in this Section 2.2(a) shall not apply to a Participant who is subject to taxation in the U.S. to the extent that the vesting treatment would cause the Restricted Stock Units to be subject to, or to violate, Section 409A of the Code. Any subsequent remaining installments shall vest based on the vesting schedule set forth in the Grant Notice as modified pursuant to this Section 2.2(a). 2 (b) Should the Participant resume active Service within ninety (90) days after the start date of the authorized leave, the Participant shall, for purposes of the vesting schedule set forth in the Grant Notice, receive vesting credit for the entire period of such leave. If the Participant does not resume active Service within such ninety (90)-day period, then no vesting credit shall be given for the period of such leave. (c) Part-Time Work. To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in the Grant Notice may be adjusted in accordance with the Company's part-time work policy or the terms of an agreement between the Participant and the Company pertaining to the Participant's part-time schedule. 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 as follows: (i) The Administrator shall determine during the first 60 days following the end of the Performance Period the number of Restricted Stock Units that shall vest on account of the Company's Annualized TSR Percentage in accordance with the following table: Annualized TSR Percentage Percentage of Absolute TSR Target Vested Greater than or equal to [ ]% but less than [ ]% 50 %... Greater than or equal to [ ]% but less than [ ]% 100 % Greater than or equal to [ ]% 200 % In the event that the Annualized TSR Percentage shall fall between two levels in the above table, linear interpolation shall be used to determine such number of vested Restricted Stock Units. (ii) The Administrator shall determine during the first 60 days following the end of the Performance Period the number of Restricted Stock Units that shall vest on account of the Company's Index Relative TSR Return in accordance with the following table: Index Relative TSR Return Percentage of Index Relative TSR Target Vested [ ] Percentile or higher 50 % [ ] Percentile or higher 100 % [ ] Percentile or higher 200 % In the event that the Index Relative TSR Return shall fall between two levels in the above table, linear interpolation shall be used to determine such number of vested Restricted Stock Units. (iii) The Administrator shall determine during the first 60 days following the end of the Performance Period the number of Restricted Stock Units that shall vest on account of the Company's Peer Relative TSR Return in accordance with the following table: Peer Relative TSR Return Percentage of Peer Relative TSR Target Vested [ ] Percentile or higher 50 % [ ] Percentile or higher 100 % [ ] Percentile or higher 200 % In the event that the Peer Relative TSR Return shall fall between two levels in the above table, linear interpolation shall be used to determine such number of vested Restricted Stock Units. 2 (iv) In the event that a Sale Event (as defined in the Plan) occurs prior to the end of the Performance Period, the Grantee will be deemed to have earned the number of Restricted Stock Units based on the attainment level resulting from the Annualized TSR Percentage, Index Relative TSR Return and Peer Relative TSR Return, each calculated from the first day of the Performance Period through the end of the calendar month immediately preceding the date of the Sale Event pursuant to Sections 3(i), 3(ii) and 3(iii) above, multiplied by (a) in the event such Sale Event is consummated prior to the one-year anniversary of [ ], 20[ ], a fraction, the numerator of which shall be the number of calendar days from [ ], 20[ ] to the date of the Sale Event and the denominator of which shall be 365, and (b) in the event such Sale Event is consummated on or after the one-year anniversary of [ ], 20[ ], the number one. All such earned Restricted Stock Units shall become fully vested upon the consummation of the Sale Event. The foregoing treatment supersedes the treatment of performance awards upon a Sale Event in the Grantee's Employment Agreement. View More

Vesting of Restricted Stock Units. Subject to Section 6 below, the Restricted Stock Units will vest in three (3) equal annual installments beginning on the first anniversary of the Date of Grant (the date on which an installment vests, a "Vesting Date"); provided, that, Employee is continuously employed by the Company or a Subsidiary from the Date of Grant through the applicable Vesting Date. Except as otherwise provided in Section 6 below, (a) Employee's employment with the Company and its Subsidiaries for only a portion of the ...applicable vesting period for the Restricted Stock Units, even if a substantial portion, will not entitle Employee to any proportionate vesting, and (b) all Restricted Stock Units that are unvested as of the date of Employee's termination of employment shall immediately terminate and Employee will have no further rights to such unvested Restricted Stock Units or the underlying shares of Stock. Any vested Restricted Stock Units that are vested as of the date on which Employee's employment with the Company and its Subsidiaries terminates shall be settled in accordance with Section 7. Restricted Stock Unit Award Agreement Date of Grant: [●] [EMPLOYEE NAME] 6. Termination of Employment; Change of Control. (a) Death or Disability. If Employee's employment with the Company and its Subsidiaries terminates due to Employee's death or Disability, then all of the Restricted Stock Units granted pursuant to this Agreement shall immediately and fully vest. (b) Normal Retirement. If Employee's employment with the Company and each of its Subsidiaries terminates due to Employee's retirement at or after having attained age 65, then all of the Restricted Stock Units granted pursuant to this Agreement shall immediately vest and the shares of Stock issuable to Employee in settlement of such Restricted Stock Units shall be issued to Employee within ninety (90) days following the Vesting Date(s) on which such Restricted Stock Units would have vested in accordance with Section 5 had Employee remained continuously employed by the Company or a Subsidiary from the date of this Agreement through such Vesting Date(s). (c) Involuntary Termination Outside of Change of Control Period. If Employee incurs an Involuntary Termination outside of a Change of Control Period, then a number of Restricted Stock Units shall immediately and fully vest such that the number of vested Restricted Stock Units subject to this Award as of immediately following Employee's termination of employment will be equal to the product of (i) the total number of Restricted Stock Units subject to this Award, times (ii) a fraction, the numerator of which is the number of full calendar months that have elapsed since the Date of Grant (counting the month in which Employee's termination of employment occurs as a full calendar month for this purpose), and the denominator of which is 36. (d) Involuntary Termination During Change of Control Period. If Employee incurs an Involuntary Termination during a Change of Control Period, then all of the Restricted Stock Units subject to this Award shall immediately and fully vest. (e) Change of Control. Upon a Change of Control that involves a merger, reclassification, reorganization or other similar transaction in which the surviving entity, Company's successor or the direct or indirect parent of the surviving entity or Company's successor (the "Successor Entity"), fails to assume this Award or substitute this Award with a substantially equivalent award, then all of the Restricted Stock Units granted pursuant to this Agreement shall immediately and fully vest. View More

Vesting of Restricted Stock Units. (a) Subject to these Terms and Conditions, all of the Restricted Stock Units will vest on the vesting date described in the Award Agreement ("Vesting Date") and shall be payable at the Distribution Date (as defined in Section 4 hereof), provided that you shall have remained in the continuous full-time employment of the Company and its Subsidiaries (collectively referred to herein as the "Parker Companies") through the applicable Vesting Date. (b) Notwithstanding the foregoing, the Restricted Sto...ck Units that have not yet vested under Section 2(a) shall immediately vest if, prior to the applicable Vesting Date: (i) you cease to be employed with the Parker Companies as a result of your death or Disability; or (ii) a Change in Control occurs while you are employed by the Parker Companies. (c) For purposes of this Section 2, your continuous full-time employment with the Parker Companies shall not be deemed to have been interrupted, and you shall not be deemed to have ceased to be an employee of the Parker Companies, by reason of the transfer of your employment among the Parker Companies. ga_U86 3. Forfeiture of Restricted Stock Units. The Restricted Stock Units that have not yet vested pursuant to Section 2 (including without limitation any right to Dividend Equivalents described in Section 7 hereof relating to dividends payable on or after the date of forfeiture) shall be forfeited automatically without further action or notice if you cease to be employed by the Parker Companies other than as provided in Section 2(b). View More

Vesting of Restricted Stock Units. The Restricted Stock Units specified in Section 1 of this Agreement shall vest as follows: (a) On a number of Restricted Stock Units equal to multiplied by the number of Restricted Stock Units specified in Section 1 of this Agreement shall become nonforfeitable on a cumulative basis until 100% of the Restricted Stock Units specified in Section 1 of this Agreement have become nonforfeitable. Each such date shall be a settlement date under this Agreement. (b) In the event a Change in Control occur...s prior to all of the Restricted Stock Units specified in Section 1 of this Agreement becoming nonforfeitable as provided in Section 3(a) above and while Grantee is an employee of the Company or any Subsidiary, the Restricted Stock Units covered by this Agreement shall become nonforfeitable if, in connection with such Change in Control, the successor corporation does not assume the obligations of the Company under this Agreement or provide Grantee with a substitute award with rights equivalent to the rights provided under this Agreement. Subject to the following sentence, if the obligations of the Company under this Agreement remain unchanged or the successor corporation assumes the obligations of the Company under this Agreement or provides Grantee with a substitute award with rights equivalent to the rights provided under this Agreement, then no such acceleration shall apply and the terms of this Agreement shall apply to the assumed or substitute award, except as may otherwise be provided in a written agreement between Grantee and the Company. Notwithstanding the foregoing, if, following a Change in Control, (i) the obligations of the Company under this Agreement remain unchanged or the successor corporation assumes the obligations of the Company under this Agreement or provides Grantee with a substitute award with rights equivalent to the rights provided under this Agreement and (ii) after the Change in Control, but prior to all of the Restricted Stock Units specified in Section 1 of this Agreement becoming nonforfeitable, the Company or any successor corporation or any subsidiary of either terminates Grantee's employment without Cause or Grantee terminates his employment for Good Reason, then the Restricted Stock Units covered by this Agreement or any substitute award shall become nonforfeitable upon such termination of employment. View More

Vesting of Restricted Stock Units. (a) Vesting. The Restricted Stock Units, including associated Dividend Equivalent Units, shall become vested in such amounts and on such Vesting Dates as set forth in the Award Notice, subject to the Grantee's continuous employment with the Company or a Subsidiary from the Grant Date to the applicable Vesting Date. To the extent vesting would result in the settlement of a fractional number of Units, the number shall be rounded to a whole Unit, but shall not exceed the total number Restricted Sto...ck Units set forth in the Award Notice. (b) Acceleration. The Committee may, in its discretion, accelerate the vesting of all or any portion of the Restricted Stock Units or waive any conditions to the vesting of such Restricted Stock Units. (c) Termination of Employment. In the event of the Grantee's termination of employment with the Company and its Subsidiaries for any reason, other than death, Disability, Retirement or involuntary or constructive (as defined in Section 10.2 of the Plan) termination by the Company (other than for Cause) following a Change in Control, the Grantee shall immediately forfeit all rights with respect to any Restricted Stock Units, including associated Dividend Equivalent Units, which have not yet vested in accordance with the terms of the Award Notice, this Agreement, or the Plan. The Restricted Stock Units, including associated Dividend Equivalent Units, shall become 100% vested upon the Grantee's termination of employment with the Company and its Subsidiaries as a result of the Grantee's death or Disability, or upon the Grantee's involuntary or constructive termination of employment by the Company (other than for Cause) following a Change in Control, and in each such case the date of such termination of employment shall be considered a "Vesting Date" for purposes of Section 3 and 4 hereof. If, at the time of the Grantee's termination of employment with the Company and its Subsidiaries, the Grantee is eligible for Retirement, the Restricted Stock Units, including associated Dividend Equivalent Units, shall continue to become vested on the Vesting Dates as set forth in the Award Notice. For purposes of this Agreement, Retirement means termination of employment on or after the date the Grantee attains (i) age 65 or (ii) age 55, provided the Grantee has 15 years of continuous service with the Company and its Subsidiaries on such date. View More

Vesting of Restricted Stock Units. Except as otherwise provided in any employment agreement in effect between Employee and the Corporation, the Restricted Stock Units granted pursuant to this Agreement will vest according to the schedule set forth in this Paragraph 6; provided, however, that such vesting will occur on such dates only if Employee has been performing Service continuously since the Date of Grant through the applicable vesting date. On Each of the Following Vesting Dates Percentage of Restricted Stock Units Vesting 3...3.33% 33.33% 33.34% The Corporation shall cause that number of Shares equal to the number of Restricted Stock Units vesting as of such date to be transferred to Employee in accordance with Paragraph 9 of this Agreement. View More

Vesting of Restricted Stock Units. (a) Time Vesting. Subject to Section 3 hereof, the Restricted Stock Units shall vest in accordance with the vesting schedule detailed in the Award Letter (the "Normal Vesting Date"). (b) Accelerated Vesting. Notwithstanding Section 2(a), the Restricted Stock Units shall vest as follows (referred to herein as an "Accelerated Vesting Date"): (i) All unvested Restricted Stock Units shall immediately vest upon Grantee's death or Disability (as defined in Section 16) while employed by the Company; (i...i) All unvested Restricted Stock Units shall continue to vest in accordance with their terms in the event Grantee retires at least six months after the Date of Grant, on or after age 62 with at least 5 years of service ("Retirement"), and complies with the provisions of Section 3(b) below; (iii) Unvested Restricted Stock Units shall continue to vest in accordance with their terms to the same extent that such unvested Restricted Stock Units would have vested had Grantee remained in continuous employment with the Company for one year following the date of termination of Grantee's employment, if (A) as of the Date of Grant, Grantee is a participant in the Company's Senior Executive Severance Plan, (B) Grantee's employment is terminated by the Company without Cause (as defined in Section 16) (other than as described in clause (iv) below) (such termination, with respect to a Senior Executive Severance Plan participant, an "Involuntary Termination"), and (C) Grantee complies with the provisions of Section 3(b) below; and (iv) All unvested Restricted Stock Units shall immediately vest (A) if, within the twenty-four (24) month period following a Change in Control (as defined in the Plan), Grantee's employment is terminated by the Company without Cause (as defined in Section 16) or if Grantee voluntarily terminates employment with Good Reason (as defined in Section 16) and is a participant in the Company's Change in Control Plan (either event, a "Qualifying Termination"), or (B) at the Change in Control if awards are not assumed or replaced by the acquirer/continuing entity on terms deemed appropriate by the Compensation Committee. Time-Based RSU Terms and ConditionsCMD Purview March 20191 3. Forfeiture of Restricted Stock Units. (a) Termination of Employment. Except as the Compensation Committee may determine on a case-by-case basis or in accordance with Section 2(b)(ii), 2(b)(iii) or 2(b)(iv)(A), all unvested Restricted Stock Units shall be forfeited if Grantee ceases to be continuously employed by the Company at any time prior to the Normal Vesting Date. The continuous employment of Grantee shall not be deemed to have been interrupted by reason of the transfer of Grantee's employment among the Company and its subsidiaries, divisions or affiliates or a leave of absence approved by the Company. In the event of a termination for Cause, all unvested Restricted Stock Units shall be immediately forfeited. (b) Violation of Restrictive Covenants. All unvested Restricted Stock Units shall be forfeited immediately upon the occurrence of any of the following events. If there are no unvested Restricted Stock Units outstanding at the time a restrictive covenant is violated, the Company may pursue other legal remedies. (i) Following voluntary or involuntary Retirement or Involuntary Termination and prior to one year following Retirement or Involuntary Termination, as applicable, Grantee renders personal services to a Competing Business (as defined in Section 16) in any manner, including, without limitation, as employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director, manager, owner, financer, joint venturer or otherwise; or (ii) Following voluntary or involuntary Retirement or Involuntary Termination and prior to 24 months following Retirement or Involuntary Termination, Grantee directly or indirectly solicits or otherwise entices any of the Company's employees to resign from their employment with the Company, whether individually or as a group; or (iii) At any time following voluntary or involuntary Retirement or Involuntary Termination, Grantee discloses or provides to any third party, or uses, modifies, copies or adapts any of the Company's Confidential Information (as defined in Section 16). An involuntary Retirement occurs when the employment of a Grantee who satisfies the age and years of service criteria described in Section 2(b) above is terminated by the Company without Cause. View More