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 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 sixty-six dollars and twenty-six cents per share ($66.26) (such date, the "Vesting Date"), provided that the Vesting Date must occur, if at all, prior to the fifth anniversary of the Da...te 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 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 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