Vesting Schedule Contract Clauses (1,258)

Vesting Schedule. As soon as administratively practicable following the end of the Performance Period shown in the Notice of Grant, the Compensation Committee will determine whether and to what extent the Performance Conditions have been met, and the number of PSUs that may be awarded on the Vesting Date based upon the achievement of such Performance Conditions. Any PSUs not earned because of the failure to meet the Performance Conditions will be forfeited. Based upon and subject to the Recipient's achievement of... the Performance Conditions, the PSUs will become vested on the applicable Vesting Date, provided that you remain in Continuous Service with RLHC or one of its Affiliates from the Grant Date through the applicable Vesting Date, except to the extent otherwise provided in this Agreement, in a written agreement between RLHC and you, or in accordance with the then-applicable written policies of RLHC. View More

Vesting Schedule. Unless vested earlier as set forth below, the PSUs will vest, and will be settled in shares of the Corporation's common stock, based on the following vesting terms: • Subject to the other provisions of this Section 1, a specified percentage of the total PSUs granted shall vest based on the Corporation's performance for fiscal years 2019, 2020 and 2021 in the aggregate, as shown in the following performance chart: Performance Metric Weight Percentage of PSUs Vesting** 0% 50% 100% 150% Net Student... Loan Cash Flows 70% Less than$8.2 billion $8.2 billion $9.1 billion $9.9 billionor greater Return on Equity* 10% / 10% / 10% Less than11.2% 11.2% 12.7% 14.2% * Return on Equity (ROE) performance targets and range for 2019 only. ROE performance targets and range for 2020 and 2021 to be established by the Committee at the beginning of each respective year, with each year's performance counting 1/3 towards the total 30% weight. ** For points between each performance level, the vesting percentages will be interpolated. • Each vested PSU will be settled in shares of the Corporation's common stock. PSUs shall vest on the second business day after the Corporation's annual report on Form 10-K for the fiscal year 2021 is filed, and in no event later than March 15, 2022. • "Net Student Loan Cash Flows" shall mean the Corporation's aggregate cash flows net of secured borrowings from student loans realized for the fiscal years 2019, 2020 and 2021, including student loan cash flows realized from new acquisitions, but excluding the impact of cash flows for fiscal years beyond 2021 that are accelerated through securitizing or pledging unencumbered student loans, or through loan sales. View More

Vesting Schedule. Unless otherwise set forth in this Award Agreement, Tranche 1 shall vest on the last day of the 2019 fiscal year, Tranche 2 shall vest on December 31, 2020 and Tranche 3 shall vest on December 31, 2021, in each case assuming the Awardee is employed on the relevant vesting date. RSUs vesting under this paragraph 2 shall be settled within sixty (60) days of the applicable vesting date. In the event of a Change in Control prior to the end of a Tranche, there shall be immediate vesting of that numbe...r of RSUs equaling the greater of (i) the portion of the Target Performance Based Award attributable to that Tranche and (ii) that amount that is determined by applying paragraph 1 above except that the period of time with respect to any such uncompleted Tranche shall be deemed to consist of those fiscal years or portions of fiscal years that have been completed most recently prior to the Change in Control. If a Change in Control occurs following the end of the last Tranche, there shall be immediate vesting of that number of earned RSUs determined in accordance with paragraph 1 above. RSUs that vested under this paragraph 2 shall be deemed to be earned under this Award Agreement, and shall be distributed as soon as reasonably practicable after a Change in Control except as provided under paragraph 6 below. View More

Vesting Schedule. Subject to the Participant's continued service to the Company through the applicable vesting date, the Option shall vest and become exercisable as follows: The date on which the Option becomes fully vested is referred to as the "Final Vesting Date".

Vesting Schedule. Subject to Section 5, the Restricted Stock Units awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Restricted Stock Unit Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously an employee of the Company, or any parent or Subsidiary of the Company (an "Emp...loyee") from the date of grant until the date such vesting occurs. Employee status for purposes of this Award will end on the day that Participant is no longer actively providing services as an Employee and will not be extended by any notice period or "garden leave" that may be required contractually or under applicable laws. Notwithstanding the foregoing, the Administrator (or any delegate) shall have the sole and absolute discretion to determine when Participant is no longer providing active service for purposes of Employee status and participation in the Plan. 4. Administrator Discretion. Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in connection with Participant's termination as an Employee (provided that such termination is a "separation from service" within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) Participant is a "specified employee" within the meaning of Section 409A at the time of such termination as an Employee and (y) the payment of such accelerated Restricted Stock Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six (6) month period following Participant's termination as an Employee, then the payment of such accelerated Restricted Stock Units will not be made until the date six (6) months and one (1) day following the date of Participant's termination as a Employee, unless the Participant dies following his or her termination as an Employee, in which case, the Restricted Stock Units will be paid in Stock to the Participant's estate as soon as practicable following his or her death. It is the intent of this Award Agreement that it and all payments and benefits hereunder be exempt from, or comply with, the requirements of Section 409A so that none of the Restricted Stock Units provided under this Award Agreement or Stock issuable thereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or so comply. Each payment payable under this Award Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). For purposes of this Award Agreement, "Section 409A" means Section 409A of the Code, and any final U.S. Treasury Regulations and U.S. Internal Revenue Service guidance thereunder, as each may be amended from time to time. View More

Vesting Schedule. No portion of this Stock Appreciation Right 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 exercisability schedule hereunder, this Stock Appreciation Right shall be exercisable with respect to the following number of shares of Stock subject to this Stock Appreciation Right as follows: 60 percent of the shares of Stock subject to this... Stock Appreciation Right shall be vested and exercisable on the third anniversary of the Grant Date, 20 percent of the shares of Stock subject to this Stock Appreciation Right shall be vested and exercisable on the fourth anniversary of the Grant Date and 20 percent of the shares of Stock subject to this Stock Appreciation Right shall be vested and exercisable on the fifth anniversary of the Grant Date, in each case subject to the Grantee's continued employment with the Company or a Subsidiary through such date. Once exercisable, this Stock Appreciation Right 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. Upon the occurrence of a Sale Event of the Company, this Stock Appreciation Right shall become fully vested and exercisable, whether or not this Stock Appreciation Right or any portion hereof is otherwise vested and exercisable at such time. View More

Vesting Schedule. Except as otherwise provided in Sections 6 and 13, the Stock Units shall vest in accordance with the Vesting Schedule specified in the Award Agreement; provided that the Director continues as a director of the Company until the Vesting Dates specified in the Vesting Schedule and has not separated from service prior to such dates.3. Dividend Units. Dividend units shall be credited to the Director with regard to the Stock Units. Dividend units shall be calculated based on the dividends paid on sha...res of Common -2- Stock. Dividend units shall be deemed to be reinvested in shares of Common Stock as of the date dividends are paid on Common Stock, shall be paid to the Director at the same time and in the same form as Stock Units are paid to the Director, and are subject to the same terms and conditions as the Stock Units, including, without limitation, the same vesting requirements. View More

Vesting Schedule. Except as otherwise provided in this Agreement, the right to exercise this option will vest as to the schedule disclosed on the service provider web-site. Unless otherwise determined by the Committee in its sole discretion, on any scheduled vesting date, vesting actually will occur only if the Employee has not had a Termination of Service or has not engaged in Detrimental Conduct (as defined in the Employee's Clawback Agreement) prior to the applicable vesting date. Notwithstanding the foregoing..., in the event of the Employee's Termination of Service due to Death or Disability, if the right to exercise any of the Shares specified in Paragraph 1 had not yet vested, then the right to exercise such Shares will vest on the date of the Employee's Termination of Service. For the avoidance of doubt and for purposes of this option only, Termination of Service will not be extended by any notice period or "garden leave" that may be required contractually or under applicable laws, unless otherwise determined by the Company in its sole discretion. View More

Vesting Schedule. Except as provided in Paragraphs 3 and 5, the Restricted Stock Units subject to this Agreement shall vest as to the schedule disclosed on the service provider web-site. Restricted Stock Units shall not vest in accordance with any of the provisions of Paragraph 2 if the Employee has had a Termination of Service prior to the applicable Vesting Date.

Vesting Schedule. Any Restricted Stock Units that do not vest in accordance with this Section shall be forfeited and shall not be paid. (a) Service. Except as otherwise provided under this Agreement, the Restricted Stock Units shall vest in accordance with the Vesting Dates (as set forth on the first page of this Agreement); provided, in each case, that the Participant remains in Continuous Service with the Company, any of its Subsidiaries, or any other entity which is a Related Entity (the "Employer") until such... date. The Participant ceases to be in Continuous Service with the Employer on the date that the entity employing the Participant ceases to be a Subsidiary or an entity which is a Related Entity. For Participants based outside of the United States, the Participant ceases to be employed by the Employer on the later of (i) the date that is the last day of any statutory notice of termination period applicable to the Participant pursuant to applicable employment standards legislation, or (ii) the date that is designated by the Employer as the last day of the Participant's employment with the Employer, and the date that the Participant ceases to be employed by the Employer specifically does not mean the expiration date for any period of reasonable notice that the Employer may be required at law to provide to the Participant. The first Vesting Date set forth on the first page of this Agreement is the "Initial Vesting Date," and the last Vesting Date set forth on the first page of this Agreement is the "Final Vesting Date." (b) Death or Disability. If the Participant dies or incurs a RSU Disability (as defined below) while employed by the Employer prior to the Final Vesting Date, any Restricted Stock Units that have not vested prior to the date of the Participant's death or RSU Disability shall immediately vest. "RSU Disability" means a disability as defined under Treasury regulation section 1.409A-3(i)(4)(i)(A) which generally means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. (c) Retirement. If the Participant ceases to be in Continuous Service with the Employer prior to the Final Vesting Date as a result of the Participant's Retirement at any time on or after the Earliest Retirement Date (as set forth on the first page of this Agreement), any Restricted Stock Units that have not vested prior to the date of the Participant's Retirement, shall continue to vest according to the percentages and dates (as set forth on the first page of this Agreement). For purposes of this Agreement: (i) "Retirement" means the Participant ceases to be in Continuous Service with the Employer for any reason other than Cause, death or disability (including but not limited to a RSU Disability) on or after the date the Participant attains Retirement Eligibility with respect to this Award; (ii) "Retirement Eligibility" with respect to this Award means a Participant attaining age sixty (60) and completing five (5) Full Years of Continuous Service with the Employer; and (iii) "Full Year" means a twelve-month period beginning on the date of the Participant's commencement of service for the Employer and each anniversary thereof. The Participant's Continuous Service with the Employer shall be determined by the Committee in its sole discretion (subject to applicable requirements of Code Section 409A and the Treasury regulations and guidance issued thereunder ("Section 409A"), to the extent applicable). (d) Leave of Absence. Unless otherwise determined by the Committee or required under Section 409A, an authorized leave of absence pursuant to a written agreement or other leave entitling the Participant to reemployment in a comparable position by law or Rule shall not constitute a termination of employment for purposes of the Plan and shall not interrupt the Participant's Continuous Service with the Employer unless the Participant does not return at or before the end of the authorized leave or within the period for which reemployment is guaranteed by law or Rule. (e) Change in Control. If the successor or purchaser in the Change in Control has assumed the Company's obligations with respect to the Restricted Stock Units or provided a substitute award as contemplated by Section 22 of the Plan and, within 24 months following the occurrence of the Change in Control, the Participant's employment is terminated without Cause or the Participant terminates employment for Good Reason, the Restricted Stock Units shall become fully vested immediately prior to such termination of employment. View More