Vesting of Units Contract Clauses (194)

Vesting of Units. (a)Scheduled Vesting. If you remain a Service Provider continuously from the Grant Date specified on the cover page of this Agreement, then the Units will vest in the numbers and on the dates specified in the Vesting Schedule on the cover page of this Agreement. (b)Accelerated Vesting. Notwithstanding Section 3(a), if and to the extent this Award is continued, assumed or replaced in connection with a Change in Control, and if within one year after the Change in Control you experience an involunt...ary termination of Service for reasons other than Cause, then all of the unvested Units shall immediately vest. In addition, vesting of the Units may be accelerated during the term of the Award under the circumstances described in Sections 12(b) and 12(c) of the Plan, and at the discretion of the Committee in accordance with Section 3(b)(2) of the Plan. View More

Vesting of Units. (a) Upon the vesting of the Award, as described in this Section, the Company shall deliver for each Restricted Stock Unit that becomes vested, one (1) share of Company Stock; provided, however, that the Company may in its discretion withhold from the Participant at the time of delivery of the Company Stock a number of shares of Company Stock having a fair market value equal to the amount that the Company determines necessary to pay applicable minimum withholding taxes as and to the extent provid...ed in Paragraph 8 below. The Company Stock shall be delivered as soon as practicable following each vesting date or event set forth below, but in any case within 30 days after such date or event (b) Subject to Paragraph 4, XX% of the Restricted Stock Units shall become vested and payable to the Participant on the first anniversary of the Grant Date (i.e. on ), XX% of the Restricted Stock Units shall become vested and payable to the Participant on the second anniversary of the Grant Date (i.e. on ) {and so on — insert applicable number of years and %s}, provided that and subject to the condition that the performance goals set forth in Schedule I to this Agreement have been satisfied, and in each case so long as the Participant remains employed with the Company through each such vesting date. View More

Vesting of Units. 5.1 Normal Vesting. Except as provided by Section 5.2, Units acquired pursuant to this Agreement that are determined to be Earned Units shall be deemed Vested Units as of the Vesting Date set forth in the Grant Notice, provided that the Participant's Service has not terminated prior to the Vesting Date. 5.2 Vesting Following Termination without Cause. In the event that the Participant's Service is terminated by the Company without Cause (and not as a result of the Participant's death or disabili...ty) prior to the Vesting Date, and provided that the Participant executes a general release of known and unknown claims in a customary form reasonably acceptable to the Company and such release has become effective in accordance with its terms on or before the thirtieth (30th) day following such termination of Service, then the Total Number of Units shall not immediately be subject to the Company Reacquisition Right (as defined below), but instead that portion of the Total Number of Units determined to be Earned Units in accordance with Section 4.1 shall be deemed Vested Units as of the date of the Committee's certification pursuant to Section 4.1. WEST\275545274.4 3 5.3 Parachute Payments. (a) Greatest After-Tax Benefit. Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit the Participant would receive pursuant to this Agreement or otherwise (collectively, the "Payments") would constitute a "parachute payment" within the meaning of Section 280G of the Code, and, but for this sentence, would be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision (the "Excise Tax"), then the aggregate amount of the Payments will be either (i) the largest portion of the Payments that would result in no portion of the Payments (after reduction) being subject to the Excise Tax or (ii) the entire Payments, whichever amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in the Participant's receipt, on an after-tax basis, of the greatest amount of the Payments. Any reduction in the Payments required by this Section 5.3(a) will be made in the following order: (i) reduction of cash payments; (ii) reduction of accelerated vesting of equity awards other than stock options; (iii) reduction of accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to the Participant. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Participant's equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. (b) Determination by Tax Professional. The professional firm engaged by the Company for general tax purposes as of the day prior to the date of the event that might reasonably be anticipated to result in Payments that would otherwise be subject to the Excise Tax will perform the foregoing calculations. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquiring company, the Company will appoint a nationally recognized tax firm to make the determinations required by this Section. The Company will bear all expenses with respect to the determinations by such firm required to be made by this Section. The Company and the Participant shall furnish such tax firm such information and documents as the tax firm may reasonably request in order to make its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to the Company and the Participant as soon as practicable following its engagement. Any good faith determinations of the tax firm made hereunder will be final, binding and conclusive upon the Company and the Participant. View More