Vesting of Units Clause Example from Business Contracts

Vesting of Units. For purposes of this Agreement, "Vesting Date" means any date, including the Scheduled Vesting Dates specified in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided in this Section 4. (a)Scheduled Vesting. If you remain a Service Provider (which is defined as an individual who has not experienced a Termination Date) continuously from the Grant Date specified on the cover page of this Agreement, then the Units will vest in the amoun...ts and on the Scheduled Vesting Dates specified in the Vesting Schedule. (b)Accelerated Vesting. The vesting of outstanding Units will be accelerated under the circumstances provided below: (1)Death or Disability. If your service to the Company or Related Companies terminates prior to the final Scheduled Vesting Date due to your death or Disability, then a pro rata portion (based on the number of days during which you were a Service Provider since the most recent Scheduled Vesting Date (or since the Grant Date if there was no previous Scheduled Vesting Date) as a percentage of the total number of days between such date and the next Scheduled Vesting Date) of the Units scheduled to vest as of the next Scheduled Vesting Date shall vest as of such Termination Date. 2 (2)Change in Control. If a Change in Control occurs while you continue to be a Service Provider and prior to the final Scheduled Vesting Date, the following provisions shall apply: (a)If, within 24 months after a Change of Control (A) described in Section 2.6(a) or Section 2.6(d) of the Plan or (B) described in Section 2.6(b) of the Plan and in connection with which the surviving or acquiring entity (or its parent entity) has continued, assumed or replaced this Award, you cease to be a Service Provider due either to an involuntary termination for reasons other than Cause (as defined in Section 7 below) or a resignation for Good Reason (as defined in Section 7 below), then all unvested Units shall immediately vest in full. (b)If this Award is not continued, assumed or replaced in connection with a Change in Control pursuant to Section 2.6(b) of the Plan, then all unvested Units shall immediately vest in full upon the occurrence of the Change in Control in accordance with Section 7.2 of the Plan. (c)In the event of a Change of Control described in Section 2.6(c) of the Plan, then all unvested Units shall immediately vest in full upon the occurrence of the Change in Control. (3)Other Agreements or Plans. Unvested Units shall also vest as provided in any separate employment (or similar) agreement or severance plan to which you are a party or a participant. View More