Vesting Contract Clauses (10,470)

Vesting. Subject to the limitations contained herein, your Award will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Upon such termination of your Continuous Service, the Stock Units credited to the Account that were not vested on the date of such termination will be forfeited at no cost to the Company and you will have no further right, title or interest in such Stock Units or the... shares of Common Stock to be issued in respect of such portion of the Award. View More

Vesting. Subject to the limitations contained herein, your Award will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Upon such termination of your Continuous Service, the Stock Units credited to the Account that were not vested on the date of such termination will be forfeited at no cost to the Company and you will have no further right, title or interest in such Stock Units or the... shares of Common Stock to be issued in respect of such portion of the Award. View More

Vesting. The Restricted Shares shall be unvested on the Grant Date. The Restricted Shares shall vest in accordance with the following schedule: Vesting Date Portion of Restricted Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can be modified to have performance based vesting criteria (e.g. revenue generated by the employee or other targets] In addition, all of the Restricted Shares shall, to the extent it is then unvested, vest... immediately prior to the closing for any Change of Control. As used herein, "Change of Control" means (i) a bona fide transfer or series of related transfers of Shares to any person or Group in which, or as a result of which, such person or Group obtains the direct or indirect right to elect a majority of the board of directors of the Company; or (ii) a sale of all or substantially all of the assets of the Company. As used herein, "Group" means any group or syndicate that would be considered a "person" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. 25 4. Forfeiture. Upon the termination of Employee's employment for any reason and the payment by the Company to Employee of an amount equal to the Aggregate Purchase Price, any then unvested Shares of Restricted Shares shall automatically, without any further action on the part of any person, be forfeited by Employee. If such forfeiture occurs, Employee shall execute and deliver to the Company any and all further documents (including an Assignment Separate From Certificate) as the Company reasonably requests to further document the forfeiture. As used in this Agreement, "employment", "employ" and like terms shall be construed to include any employment or consulting relationship with the Company or its Subsidiaries. For purposes of this Agreement, a change from such an employment relationship to such a consulting relationship or vice versa shall not be treated as a termination of employment. View More

Vesting. The Restricted Shares shall be unvested on the Grant Date. The Restricted Shares shall vest in accordance with the following schedule: Vesting Date Portion of Restricted Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can be modified to have performance based vesting criteria (e.g. revenue generated by the employee or other targets] In addition, all of the Restricted Shares shall, to the extent it is then unvested, vest... immediately prior to the closing for any Change of Control. As used herein, "Change of Control" means (i) a bona fide transfer or series of related transfers of Shares to any person or Group in which, or as a result of which, such person or Group obtains the direct or indirect right to elect a majority of the board of directors of the Company; or (ii) a sale of all or substantially all of the assets of the Company. As used herein, "Group" means any group or syndicate that would be considered a "person" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. 25 4. Forfeiture. Upon the termination of Employee's employment for any reason and the payment by the Company to Employee of an amount equal to the Aggregate Purchase Price, any then unvested Shares of Restricted Shares shall automatically, without any further action on the part of any person, be forfeited by Employee. If such forfeiture occurs, Employee shall execute and deliver to the Company any and all further documents (including an Assignment Separate From Certificate) as the Company reasonably requests to further document the forfeiture. As used in this Agreement, "employment", "employ" and like terms shall be construed to include any employment or consulting relationship with the Company or its Subsidiaries. For purposes of this Agreement, a change from such an employment relationship to such a consulting relationship or vice versa shall not be treated as a termination of employment. View More

Vesting. Subject to the provisions contained herein, your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service.

Vesting. Subject to the provisions contained herein, your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service.

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: a. The Tranche A Shares shall vest as follows: i. One-third (1/3rd) of the total Tranche A Shares shall vest on the third (3rd) anniversary of the Date of Grant, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.... ii. An additional one-third (1/3rd) of the total Tranche A Shares shall vest on the fourth (4th) anniversary of the Date of Grant, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. iii. The remaining one-third (1/3rd) of the total Tranche A Shares shall vest on the fifth (5th) anniversary of the Date of Grant, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. The Tranche B Shares shall vest as follows: i. Fifty percent (50%) of the Tranche B Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. ii. Fifty percent (50%) of the Tranche B Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant's death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. 4. Forfeiture of Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 shall be forfeited on the date of the Participant's Termination of Service. Upon forfeiture, all of the Participant's rights with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligations on the part of the Company. View More

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: a. The Tranche A Shares shall vest as follows: i. One-third (1/3rd) of the total Tranche A Shares shall vest on the third (3rd) anniversary of the Date of Grant, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.... ii. An additional one-third (1/3rd) of the total Tranche A Shares shall vest on the fourth (4th) anniversary of the Date of Grant, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. iii. The remaining one-third (1/3rd) of the total Tranche A Shares shall vest on the fifth (5th) anniversary of the Date of Grant, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. The Tranche B Shares shall vest as follows: i. Fifty percent (50%) of the Tranche B Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. ii. Fifty percent (50%) of the Tranche B Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant's death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. 4. Forfeiture of Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 shall be forfeited on the date of the Participant's Termination of Service. Upon forfeiture, all of the Participant's rights with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligations on the part of the Company. View More

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee's rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee's interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the "Performance Goal"), subject to Section 3. The Performance Goal shall be based... upon the Cumulative EPS ("Cumulative EPS") of the Company's adjusted core earnings per share (as defined below) during the year period beginning and ending on (the "Performance Period"). The Cumulative EPS for the Performance Period shall be measured on ("Measurement Date") (subject to adjustment under Section 7(b)). For purposes of this Agreement, "adjusted core earnings per share" means the Company's net income determined under U.S. generally accepted accounting principles ("GAAP"), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee's rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested 2 Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee's Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period ("Determination Date"). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee's divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an "Authorized Officer"). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee's or Authorized Officer's good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. View More

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee's rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee's interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the "Performance Goal"), subject to Section 3. The Performance Goal shall be based... upon the Cumulative EPS ("Cumulative EPS") of the Company's adjusted core earnings per share (as defined below) during the year period beginning and ending on (the "Performance Period"). The Cumulative EPS for the Performance Period shall be measured on ("Measurement Date") (subject to adjustment under Section 7(b)). For purposes of this Agreement, "adjusted core earnings per share" means the Company's net income determined under U.S. generally accepted accounting principles ("GAAP"), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee's rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested 2 Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee's Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period ("Determination Date"). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee's divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an "Authorized Officer"). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee's or Authorized Officer's good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. View More