Vesting of Restricted Stock Clause Example with 6 Variations from Business Contracts
This page contains Vesting of Restricted Stock clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Vesting of Restricted Stock" Clause from Business Contracts
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, fifty-nine dollars and ninety-eight cents per share ($59.98) (the "Vesting Target"), 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 of the Company occurs during the Recipient's Continuous Service, unless the Company is the surviving entity in the Change of Control of the Company 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, Control of the Company, then the shares of Restricted Stock subject to this Agreement shall automatically and without any action on the part of the Recipient, be cancelled in exchange for a restricted stock award (or other like instrument) (the "Replacement Award") covering a number of shares of the ultimate parent company of the surviving entity in the Change of Control (the "Acquiring Company"), rounded up to the nearest whole share, with an aggregate Fair Market Value as of December 31, 2015 equal to the aggregate Fair Market Value of the Restricted Stock subject to this Agreement as of December 31, 2015. In the event that a Replacement Award is issued pursuant to the immediately preceding sentence, the shares of the Acquiring Company that are subject to the Replacement Award shall become fully vested immediately on the last day (such date, the "Replacement Award Vesting Date") of any five consecutive trading day period during which the average closing price of the shares of the Acquiring Company on the primary securities exchange on which such shares may then be traded equals or exceeds a price per share that is 5% or more higher than the closing price of the shares of the Acquiring Company on December 31, 2015, provided that the Replacement Award Vesting Date must occur, if at all, prior to the Change fifth anniversary of the Date of Grant. Except as otherwise provided in Control. Section 4 hereof, or in the Fourth Amended and Restated Employment Agreement, dated as of July 23, 2012, as amended (the "Employment Agreement"), by and between the Company and the Recipient, there shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to the Vesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable Vesting Date. (b) Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated: (i) "Change of Control of the Company" has the meaning assigned thereto in the Employment Agreement. (ii) "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) (iii) "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. (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, fifty-nine dollars and ninety-eight cents per share ($59.98) (the "Vesting Target"), 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 of the Company occurs during the Recipient's Continuous Service, unless the Company is the surviving entity in the Change of Control of the Company 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, Control of the Company, then the shares of Restricted Stock subject to this Agreement shall automatically and without any action on the part of the Recipient, be cancelled in exchange for a restricted stock award (or other like instrument) (the "Replacement Award") covering a number of shares of the ultimate parent company of the surviving entity in the Change of Control (the "Acquiring Company"), rounded up to the nearest whole share, with an aggregate Fair Market Value as of December 31, 2015 equal to the aggregate Fair Market Value of the Restricted Stock subject to this Agreement as of December 31, 2015. In the event that a Replacement Award is issued pursuant to the immediately preceding sentence, the shares of the Acquiring Company that are subject to the Replacement Award shall become fully vested immediately on the last day (such date, the "Replacement Award Vesting Date") of any five consecutive trading day period during which the average closing price of the shares of the Acquiring Company on the primary securities exchange on which such shares may then be traded equals or exceeds a price per share that is 5% or more higher than the closing price of the shares of the Acquiring Company on December 31, 2015, provided that the Replacement Award Vesting Date must occur, if at all, prior to the Change fifth anniversary of the Date of Grant. Except as otherwise provided in Control. Section 4 hereof, or in the Fifth Amended and Restated Employment Agreement, dated as of July 23, 2012, as amended (the "Employment Agreement"), by and between the Company and the Recipient, there shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to the Vesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable Vesting Date. (b) Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated: (i) "Change of Control of the Company" has the meaning assigned thereto in the Employment Agreement. (ii) "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) (iii) "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. (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 sixty-six dollars and twenty-six cents per share ($66.26) (such date, the closing price of a Share on the New ...York Stock Exchange (or such other securities exchange in which the Shares then may be traded) on December 31, 2017, "Vesting Date"), 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 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 of Control of the Company, unless either (i) the Company is the surviving entity in the Change of Control of the Company 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 Control of the Company or (ii) the successor company or its parent company assumes or substitutes for the Restricted Stock Award, as determined in accordance with Section 10(c)(ii) of the Plan. Except as otherwise provided in Section 4 hereof, or in the Fourth Amended and Restated Employment Agreement, dated as of July 23, 2012, as amended (the "Employment Agreement"), by and between the Company and the Recipient, there shall be no proportionate or partial vesting of shares of Restricted Stock subject to this Agreement shall automatically and without any action on in or during the part of the Recipient, shall become fully vested immediately months, days or periods prior to the Change in Control. Vesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable Vesting Date. (b) Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated: (i) "Change of Control of the Company" has the meaning assigned thereto in the Employment Agreement. (ii) "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) (iii) "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. (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 sixty-six dollars and twenty-six cents per share ($66.26) (such date, the closing price of a Share on the New ...York Stock Exchange (or such other securities exchange in which the Shares then may be traded) on December 31, 2017, "Vesting Date"), 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 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 of Control of the Company, unless either (i) the Company is the surviving entity in the Change of Control of the Company 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 Control of the Company or (ii) the successor company or its parent company assumes or substitutes for the Restricted Stock Award, as determined in accordance with Section 10(c)(ii) of the Plan. Except as otherwise provided in Section 4 hereof, or in the Fifth Amended and Restated Employment Agreement, dated as of July 23, 2012, as amended (the "Employment Agreement"), by and between the Company and the Recipient, there shall be no proportionate or partial vesting of shares of Restricted Stock subject to this Agreement shall automatically and without any action on in or during the part of the Recipient, shall become fully vested immediately months, days or periods prior to the Change in Control. Vesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable Vesting Date. (b) Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated: (i) "Change of Control of the Company" has the meaning assigned thereto in the Employment Agreement. (ii) "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) (iii) "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. (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 fifty dollars and twenty-eight cents per share ($50.28) (such date, the closing price of a Share on the New Yo...rk Stock Exchange (or such other securities exchange in which the Shares then may be traded) on December 31, 2017, "Vesting Date"), 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 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 of Control of the Company, unless either (i) the Company is the surviving entity in the Change of Control of the Company 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 Control of the Company or (ii) the successor company or its parent company assumes or substitutes for the Restricted Stock Award, as determined in accordance with Section 10(c)(ii) of the Plan. Except as otherwise provided in Section 4 hereof, or in the Fourth Amended and Restated Employment Agreement, dated as of July 23, 2012, as amended (the "Employment Agreement"), by and between the Company and the Recipient, there shall be no proportionate or partial vesting of shares of Restricted Stock subject to this Agreement shall automatically and without any action on in or during the part of the Recipient, shall become fully vested immediately months, days or periods prior to the Change in Control. Vesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable Vesting Date. (b) Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated: (i) "Change of Control of the Company" has the meaning assigned thereto in the Employment Agreement. (ii) "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) (iii) "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. (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 fifty dollars and twenty-eight cents per share ($50.28) (such date, the closing price of a Share on the New Yo...rk Stock Exchange (or such other securities exchange in which the Shares then may be traded) on December 31, 2017, "Vesting Date"), 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 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 of Control of the Company, unless either (i) the Company is the surviving entity in the Change of Control of the Company 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 Control of the Company or (ii) the successor company or its parent company assumes or substitutes for the Restricted Stock Award, as determined in accordance with Section 10(c)(ii) of the Plan. Except as otherwise provided in Section 4 hereof, or in the Fifth Amended and Restated Employment Agreement, dated as of July 23, 2012, as amended (the "Employment Agreement"), by and between the Company and the Recipient, there shall be no proportionate or partial vesting of shares of Restricted Stock subject to this Agreement shall automatically and without any action on in or during the part of the Recipient, shall become fully vested immediately months, days or periods prior to the Change in Control. Vesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable Vesting Date. (b) Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated: (i) "Change of Control of the Company" has the meaning assigned thereto in the Employment Agreement. (ii) "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) (iii) "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
