Vesting of Restricted Stock Clause Example 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 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 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 f...ifth 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 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 vested 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 fifth anniversary of the Date of Grant. 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 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. (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