Vesting of RSUs Contract Clauses (134)

Vesting of RSUs. The RSUs are subject to forfeiture until they vest. Except as otherwise provided herein, the RSUs will vest and become nonforfeitable as of the day the Performance Goal is satisfied as certified by the Board of Directors in accordance with Section 3.2. The number of RSUs that vest and become payable under this Agreement shall be determined by the Board of Directors based on the achievement of the Performance Goal set forth in Exhibit 1. Notwithstanding anything herein to the contrary, any unvest...ed RSUs will expire on . View More

Vesting of RSUs. (a) Provided that the Grantee remains in continuous employment as an employee of the Company or Subsidiary through such date, the RSUs covered by this Agreement will become vested and nonforfeitable on: Vesting Schedule (b) For the purposes of this Agreement, the continuous employment of the Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the Grantee will not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of (A) the... transfer of his employment among the Company and its Subsidiaries or (B) an approved leave of absence. (c) Notwithstanding the provisions of Subsection (a) of this Section, in the event of a change in control of the Company that occurs pursuant to that certain Agreement and Plan of Merger, dated as of December 20, 2020, by and among Lockheed Martin Corporation ("Lockheed"), Mizar Sub, Inc., and the Company (the "Merger Agreement") while the Grantee is an employee of the Company, each unvested RSU covered by this Agreement will be canceled, and the Grantee will be entitled to receive either a new award or a cash payment pursuant to Section 5.3(f) of the Merger Agreement. In the event that the Merger Agreement is terminated prior to the consummation of the transactions contemplated thereby, then, notwithstanding the provisions of Subsection (a) of this Section, all of the RSUs covered by this Agreement will become immediately vested and nonforfeitable upon the occurrence of any change in control of the Company that shall occur following the termination of the Merger Agreement. For the purposes of this Agreement, the term "change in control" will have the meaning given such term under the Plan as in effect on the Date of Grant. View More

Vesting of RSUs. Subject to the terms and conditions of Sections 4 and 5, the RSUs covered by this Agreement will become nonforfeitable and payable to the Grantee pursuant to Section 6 to the extent of [25% of the RSUs on each of _____ __, ____, ______ __, ____, ______ __, ____ and ______ __, ____], provided that the Grantee remains in the continuous employ of the Company or any Subsidiary as of each such date. For purposes of this Agreement, the continuous employment of the Grantee with the Company or a Subsidi...ary will not be deemed to have been interrupted, and the Grantee will not be deemed to have ceased to be an employee of the Company or any Subsidiary, by reason of (a) the transfer of his employment among the Company and any of its Subsidiaries or (b) his absence or leave approved by a duly constituted officer of the Company or any of its Subsidiaries. View More

Vesting of RSUs. The RSUs shall vest, subject to the terms of this Agreement, in accordance with the provisions of this Paragraph 7. The Company's Board of Directors (the "Board") or Compensation Committee (the "Committee") will determine the vesting dates at the time of grant (each such date, a "Vesting Date"), as set forth on Schedule A hereto. Notwithstanding the foregoing, no RSUs shall vest on any Vesting Date if the Participant terminates Continuous Service prior to such Vesting Date; provided, however, th...at upon the death or disability (as defined in Treasury Regulation Section 1.409A-3(i)(4)) of the Participant or the consummation of a Covered Transaction, as defined in the Plan, the Award shall vest in full. In the event of a Covered Transaction, but only to the extent permissible under Code Section 409A and the regulations promulgated thereunder, the Company may require that any settlement in respect of outstanding RSUs be placed in escrow or otherwise made subject to such restrictions or other provisions as the Company deems appropriate to carry out the intent of the Plan, provided, that any such escrow or other restrictions or provisions shall not cause the RSUs, or the settlement thereof, to be out of compliance with Code Section 409A and the regulations promulgated thereunder or not be exempt from Code Section 409A and the regulations promulgated thereunder. References in this Agreement to the Shares shall refer, mutatis mutandis, to any such restricted amounts. View More

Vesting of RSUs. Subject to the terms and conditions of Section 4 and Section 5 of this Agreement, the RSUs will Vest on January 5, 2024 (the "Vesting Date") if the Grantee shall have been in the continuous employ of the Company or a Subsidiary from the Date of Grant until the Vesting Date. For purposes of this Agreement, the continuous employment of Grantee with the Company or a Subsidiary will not be deemed to have been interrupted, and Grantee shall not be NAI-1515547991v5 deemed to have ceased to be an emplo...yee of the Company or a Subsidiary, by reason of the transfer of Grantee's employment between or among the Company and its Subsidiaries. View More

Vesting of RSUs. Subject to the terms and conditions of the Plan and this Agreement, the RSUs and related accrued Dividend Equivalents shall vest on the [ ] anniversary of the Date of Grant (the "Vesting Date"), provided that you remain continuously employed by the Company or a Subsidiary on the Vesting Date.

Vesting of RSUs. (a) General Vesting. Except as provided in Sections 2(c) and 3 of this Agreement, the RSUs shall vest on (the "Vesting Date") the later of or the date on which the Company files its financial statements on Form 10-K for the year ended December 31, (the "Measurement Year"), if and only if the Committee determines that the Company's EBITDA for the Measurement Year equals or exceeds $ (the "EBITDA Target"). Thus vesting of the RSU will depend on both time and the Company's achievement of the specif...ied EBITDA Target for the specified year. (b) Adjustments to Goals and Targets. (i) If, during the vesting period (i.e. the time between the Date of Grant and the Vesting Date), the Company or any of its Related Entities consummates (whether by merger, recapitalization, consolidation, stock purchase, asset purchase or otherwise) either an acquisition of any other company or business or a disposition of any material portion of the Company's assets, in each case, out of the ordinary course of business, (an "Acquired/Disposed Business"), the Committee may determine, in it sole discretion, to adjust the EBITDA Target to account for the relative impact of the Acquired/Disposed Business. Notwithstanding the foregoing, if the Committee does not determine to adjust the EBITDA Target within thirty (30) days following the consummation of such transactions, the results of operations of the Acquired/Disposed Business shall be excluded from the determination of EBITDA and the EBITDA Target shall not be adjusted. (ii) Adjustments that may be made by the Committee pursuant to this Agreement shall be made in accordance with the provisions and restrictions set forth in the Plan, and no adjustments shall be permitted if expressly prohibited in the Plan or may cause the RSUs to not satisfy the performance- based exception to Section 162(m) of the Code. (c) Acceleration of Vesting Upon Change in Control. In the event that a Change in Control of the Company occurs during the Recipient's continuous service, except as provided in Section 3 hereof, the Shares subject to the RSUs under this Agreement shall become immediately vested as of the date of the Change in Control (the "Change in Control Vesting Date"), unless either (i) the Company is the surviving entity in the Change in Control and the RSUs continue to be outstanding after the Change in Control on substantially the same terms and conditions as were applicable immediately prior to the Change in Control or (ii) the successor company or its parent company assumes or substitutes for the RSUs, as determined in accordance with Section 10(c)(ii) of the Plan. View More

Vesting of RSUs. (a) The RSUs shall vest in full on the first anniversary of the Grant Date, subject in all cases to the Participant's continued Employment (which, as defined in the Plan, includes provision of services as a director) through such date (the "Vesting Date"). (b) [In the event the Participant has a Qualifying Termination following a Change in Control, the RSUs will vest in full on the Vesting Date. ]1 (c) In addition, in the event the Participant's Employment terminates prior to the applicable Vest...ing Date for any RSUs for any reason other than as set forth above in respect of a Qualifying Termination following a Change in Control, including, without limitation, a termination of Employment for Cause, such unvested RSUs will be immediately forfeited as of such termination of Employment. View More