Vesting Schedule Contract Clauses (1,258)

Vesting Schedule. This Stock Option will vest and become exercisable according to the vesting schedule set forth above except to the extent a severance plan applicable to the Employee provides otherwise, subject to the Employee's compliance with the requirements and conditions provided for in the Plan and this Grant Agreement.

Vesting Schedule. Subject to paragraph 4, the RSUs awarded by this Agreement will vest according to the vesting schedule specified in the Notice of Grant.

Vesting Schedule. (a) The PSU Award shall fully vest upon the date following the end of the Performance Cycle upon which the Committee certifies the Earned Percentage applicable to the Performance Cycle, provided that the Participant is in continuous employment with a Participating Employer from the Grant Date through such date. The PSU Award shall be forfeited if the Participant terminates employment prior to vesting. (b) Notwithstanding paragraph (a), the Participant shall become vested in a pro-rated portion o...f the PSU Award upon the earliest of (i) the date the Participant becomes Disabled while employed by a Participating Employer or (ii) the Participant's Date of Termination due to Retirement, death or involuntary termination not for Cause. The portion of the PSU Award that shall vest under this paragraph shall be determined by multiplying the number of Stock Units granted under the PSU Award (which is equal to product of the Target and the Earned Percentage for the Performance Cycle) by a fraction, the numerator of which shall be the number of whole calendar months of the Participant's employment in such Performance Cycle ending on the earliest of the date of Disability or Date of Termination, as applicable, and the denominator of which shall be the number of whole calendar months in the Performance Cycle; provided that for purposes of this Section 3(b), partial service in a calendar month shall be considered service for the whole calendar month. (c) Notwithstanding paragraph (a), upon a Change of Control, the Earned Percentage shall be calculated by reference to the attainment of Performance Goals as of the close of the last quarter ending on or before the Change of Control in accordance with Section 2(c)(v). Following the Change of Control, the Participant shall fully vest in the PSU Award on the last day of the Performance Cycle, if the Participant is in continuous employment with a Participating Employer from the Grant Date through such date and shall forfeit the PSU Award if the Participant terminates prior to vesting. Notwithstanding the foregoing, the Participant shall become vested in a pro-rated portion of the PSU Award upon the earlier to occur of (i) a vesting event under Section 3(b) or (ii) an involuntary termination of employment of the Participant within one year following the Change of Control for any reason other than Cause (including a constructive termination of employment for good reason (as defined in Section 10 of the Plan)). The portion that shall vest shall be determined by multiplying the number of Stock Units granted under the PSU Award (which is equal to product of the Target and the Earned Percentage determined at the time of the Change of Control) by a fraction, the numerator of which shall be the number of whole calendar months of the Participant's employment in such Performance Cycle ending on the earliest vesting event and the denominator of which shall be the number of whole calendar months in the Performance Cycle. For this purpose, partial service in a calendar month shall be considered service for the whole calendar month. 3 (d) Notwithstanding the foregoing, in the event a Participant: (1) takes a leave of absence from the Company for personal reasons or as a result of entry into the Armed Forces of the United States, or (2) terminates employment for reasons which, in the judgment of the Committee, are deemed to be special circumstances, the Committee may consider such circumstances and may take such action (to the extent consistent with Section 409A of the Code) as it may deem appropriate under the circumstances, including extending the rights of a Participant to continue participation in the Plan beyond his Date of Termination; provided, however, that in no event may participation be extended beyond the term of the Performance Cycle in question. (e) Notwithstanding the foregoing, if the entity that is deemed to be the plan sponsor with respect to this PSU Award is or becomes a "nonqualified entity" (within the meaning of Section 457A(b) of the Code and applicable guidance thereunder), the provisions of Sections 3(b), 3(c) and 3(d) shall not apply with respect to any Participant who is a U.S. taxpayer if and to the extent such provisions would cause any amounts payable hereunder to be subject to Section 457A of the Code. (f) For all purposes of this PSU Award, involuntary termination not for Cause does not include the Participant's voluntary termination of employment pursuant to a voluntary separation plan of a Participating Employer. View More

Vesting Schedule. Except in the case of a Change of Control as described below, the Holder shall not become vested in the right to exercise this Option pursuant to the schedule set forth in Section 10(a) of the Plan. The Option shall vest and become exercisable with respect to one hundred percent (100%) of the Number of Shares five (5) years from the Grant Date (the "Vesting Date"); provided that vesting shall only occur on the Vesting Date if the Holder continues to be an Employee on such Vesting Date. If the Ho...lder ceases to be an Employee for any reason prior to the Vesting Date, the Option shall immediately expire, except to the extent the Option or any portion thereof previously vested by reason of a Change of Control as provided below. In the event the Company has a Change of Control before the Vesting Date, the Holder shall become vested in the right to exercise the Option pursuant to the schedule set forth in Section 10(a) of the Plan (the "Change of Control Vesting Schedule"); provided that vesting shall occur on a particular vesting date as set forth in the Change of Control Vesting Schedule only if the Holder continues to be an Employee on such vesting date. If the Holder ceases to be an Employee for any reason prior to any vesting date set forth in the Change of Control Vesting Schedule, any unvested portion of the Option shall immediately expire. If the Holder is transferred to another position within the Company, then the Holder's continued participation in this Option, if any, will be determined by the Company in its sole discretion. Upon the Holder's transfer to another position within the Company, the Company may elect that the Option may immediately expire as to some or all of the Number of Shares. View More

Vesting Schedule. This option will become exercisable ("vest") as to [·]% of the original number of Shares on the [·] anniversary of the Grant Date and as to an additional [·]% of the original number of Shares at the end of each successive [·] period following the first anniversary of the Grant Date until the [·] anniversary of the Grant Date. The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisa...ble, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. View More

Vesting Schedule. Except as otherwise provided in Section 4 of this Agreement, subject to the Participant's continued Service with the Company through the applicable vesting date, this Restricted Stock Unit Award or portion thereof shall vest upon the certification by the Committee after the end of the Performance Period of the level of achievement of the performance goals set forth on Exhibit A to this Agreement (the "Performance Goals") for the Performance Period.2. Grant of Restricted Stock Unit Award.The Rest...ricted Stock Unit Award will be in the form of a bookkeeping entry denominated in the number of shares of Stock subject to this Restricted Stock Unit Award, pending the vesting or forfeiture of this Restricted Stock Unit Award. View More

Vesting Schedule. No portion of this Stock Option may be exercised until such portion shall have become vested and exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the vesting schedule hereunder, 25 percent of the Option Shares shall vest and become exercisable on the first anniversary of the Vesting Commencement Date; provided that the Optionee remains an employee of the Company or a Subsidiary on such date. Thereafter,... the remaining 75 percent of the Option Shares shall vest and become exercisable in 36 equal monthly installments following the first anniversary of the Vesting Commencement Date, provided the Optionee remains an employee of the Company or a Subsidiary on each such date. Once vested and exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of the Plan. Notwithstanding the foregoing, in the event of a Sale Event (as defined in the Plan) in which this Stock Option is continued or assumed by a successor to the Company, this Stock Option shall be deemed vested and exercisable upon the date on which the Optionee's employment or service relationship with the Company and any subsidiary or successor entity, as the case may be, terminates if such termination occurs (i) within 12 months after such Sale Event or 90 days prior to such Sale Event, and (ii) such termination is by the Company or any subsidiary or successor entity without Cause or by the Optionee for Good Reason. The following definitions shall apply: "Cause" shall mean (i) the Optionee's dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers vendors or other third parties with which such entity does business; (ii) the Optionee's commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the Optionee's failure to perform his assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the Optionee by the Company; (iv) the Optionee's gross negligence, willful misconduct or insubordination with respect to the Company or any Affiliate of the Company (including, but not limited to, any violation of the Company's code of conduct, insider trading, willful accounting improprieties or failure to cooperate with investigations); or (v) the Optionee's material violation of any provision of any agreement(s) between the Optionee and the Company relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions. "Good Reason" shall mean (i) a material diminution in the Optionee's base salary except for across-the-board salary reductions similarly affecting all or substantially all similarly situated employees of the Company or (ii) a change of more than 50 miles in the geographic location at which the Optionee provides services to the Company, so long as the Optionee provides notice to the Company within at least 90 days following the initial occurrence of any such event and the Company fails to cure such event within 30 days of such notice. View More

Vesting Schedule. (a) Subject to Section 3 below, the Award hereby granted shall become vested in three (3) cumulative annual installments, with one-third (1/3) of the Restricted Stock becoming vested on the first (1st) anniversary of the Award Date, another one-third (1/3) becoming vested on the second (2nd) anniversary of the Award Date, and the remaining one-third (1/3) becoming vested on the third (3rd) anniversary of the Award Date. (b) All unvested shares of Restricted Stock subject to this Award shall vest..., irrespective of the limitations set forth in subparagraph (a) above, provided that the Grantee has been in continuous Employment since the Award Date, upon the occurrence of: (i) a Change in Control, or (ii) the Grantee's termination of Employment by reason of death or Disability. (c) For purposes of this Agreement: (i) "Disability" means that the Grantee has a disability such that he has been determined to be eligible for benefits under a long-term disability plan sponsored by the Company or a Subsidiary or, if the Grantee is not covered by such a plan, a physical or mental impairment (a) which causes a Grantee to be unable to perform the normal duties for an employer as determined by the Committee in its sole discretion; and (b) which is expected either to result in death (or blindness) or to last for a continuous period of at least twelve (12) months. The Committee may require that the Grantee be examined by a physician or physicians selected by the Committee. 1 (ii) "Employment" means employment with the Company or a Subsidiary other than a Subsidiary that is a licensed professional employer organization. View More

Vesting Schedule. (a) Subject to the Participant's continued employment with any of the Constituent Companies, the RSUs shall vest pursuant to the vesting schedule set forth in the Essential Grant Terms (as modified by this Agreement) until such RSUs are 100% vested. Upon the Participant's termination of employment for any reason, any unvested RSUs shall immediately terminate, and no further Shares shall be issued or transferred under Section 3 of this Agreement in respect of such unvested RSUs; provided, however..., that if (i) the Participant's employment with the Constituent Companies terminates due to the Participant's death or Disability, the RSUs granted hereunder shall vest with respect to 100% of the RSUs held by the Participant on the date of such termination of employment, or (ii) the Participant's employment with the Constituent Companies terminates due to an Involuntary Termination, a number of RSUs granted hereunder shall vest on the date of such Involuntary Termination equal to the total number of RSUs granted hereunder multiplied by a fraction, the numerator of which is the whole number of months that have elapsed after the date of grant of this Agreement through the date of such Involuntary Termination and the denominator of which is [______number of months_____], less the number (if any) of RSUs which vested before the date of such Involuntary Termination. (b) For purposes of this Agreement: (i) "Cause" shall have the meaning set forth in Section 3(c) below. (ii) "Disability" shall have the meaning set forth in Section 3(b) below or, if applicable, Section 22(a) below. (iii) "Involuntary Termination" shall mean termination of employment with the Constituent Companies (other than for "Cause") which is not voluntary and which is acknowledged as being "involuntary" in writing by an authorized officer of the Company. View More

Vesting Schedule. Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option's expiration date, in accordance with the vesting schedule specified herein, provided, however that that vesting rate shall not exceed 20% per year, with the first installment vesting no earlier than one year after the date on which stockholders of the Company approved the Plan (which occurred on May 21, 2014). The Options granted under this Agreement shall vest in five (5) equal annual i...nstallments, with the first installment becoming exercisable on the first anniversary of the date of grant, or May 28, 2015, and succeeding installments on each anniversary thereafter, through May 28, 2019. To the extent the Options awarded to me are not equally divisible by "5," any excess Options shall vest on May 28, 2019. This Option may not be exercised at any time on or after the Option's expiration date. Vesting will automatically accelerate pursuant to Sections 2.9 and 4.1 of the Plan (in the event of death or Disability or at the time of a Change in Control). View More