Vesting Clause Example with 5 Variations from Business Contracts

This page contains Vesting clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a)In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant D...ate and the denominator of which is 1,095. A Participant is a "Good Leaver" on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant's employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and(b)In the event a member of the Premier Group (or a successor) terminates the Participant's employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full.The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.4. Forfeiture; Break in Service. The unvested portion of this Award, as determined under Section 3 above, shall expire and be permanently forfeited upon employment termination with the Premier Group. The unvested portion of this Award shall only continue to vest while the Participant is on an approved personal leave of absence to the extent and in the manner described in Exhibit A, which shall be enforceable as if set forth in this Award Agreement.5. Settlement of Award. Subject to Section 7 below, the Company shall deliver or cause to be delivered to or on the behalf of the Participant the number of vested Shares determined under Section 3 above as soon as administratively practicable upon the earlier of the Vesting Date or a qualifying termination of employment as designated in Section 3(a) or 3(b) above, but in no event later than sixty (60) days after such date. The dividend equivalents described in Section 3 above shall be paid in cash at the same time as the delivery of the Shares under this Section 5 which correspond to such dividend equivalents. Vested Shares to be delivered due to death shall be paid to the Participant's Beneficiary designated according to the terms of the Plan. View More

Variations of a "Vesting" Clause from Business Contracts

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant (i) provides services as a Consultant through the Vesting Date and (ii) has not breached and is continuously employed by a member not in breach of the Premier Group. Consulting Agreement at all times from the Grant Date through the Vesting Date. Notwithstanding the foregoing: (a)In (a) In the event that a Participant terminates employment service as a Consultant to the Company due to being a Good Leaver (a...s defined below), death or Disability, the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a "Good Leaver" on account of (i) terminating employment with 365; (b) In the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) event that the termination Company terminates the services of the Participant's employment with Consultant pursuant to the Premier Group Without Consulting Agreement without Cause (as defined in Section 14 below) prior to a Change in Control; and(b)In the event a member of the Premier Group (or a successor) terminates the Participant's employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), Consulting Agreement), the Award shall vest in full.The full; and (b) In the event that the Participant is serving as a Consultant to the Company at the time of a Change in Control, the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.4. Forfeiture; Break in Service. The unvested portion of this Award, as determined under Section 3 above, shall expire and be permanently forfeited upon employment termination with the Premier Group. The unvested portion of this Award shall only continue to vest while the Participant is on an approved personal leave of absence to the extent and in the manner described in Exhibit A, which shall be enforceable as if set forth in this Award Agreement.5. Settlement of Award. Subject to Section 7 below, the Company shall deliver or cause to be delivered to or on the behalf of the Participant the number of vested Shares determined under Section 3 above as soon as administratively practicable upon the earlier of the Vesting Date or a qualifying termination of employment as designated in Section 3(a) or 3(b) above, but in no event later than sixty (60) days after such date. The dividend equivalents described in Section 3 above shall be paid in cash at the same time as the delivery of the Shares under this Section 5 which correspond to such dividend equivalents. Vested Shares to be delivered due to death shall be paid to the Participant's Beneficiary designated according to the terms of the Plan. Shares. View More
Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by providing services as a member of director through the Premier Group. Vesting Date. Notwithstanding the foregoing: (a)In the event that a Participant terminates employment service due to being a Good Leaver (as defined below), death or Disability, the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the nu...merator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A 365; and(b)In the event that the Participant is serving as a "Good Leaver" director on account the Board at the time of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant's employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and(b)In the event a member of the Premier Group (or a successor) terminates the Participant's employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), Control, the Award shall vest in full.The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend Exhibit 10.9Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.4. Forfeiture; Shares.4.Forfeiture; Break in Service. The unvested portion of this Award, as determined under Section 3 above, shall expire and be permanently forfeited upon employment termination with the Premier Group. The unvested portion of this Award shall only continue to vest while the Participant is on service as an approved personal leave of absence to the extent and in the manner described in Exhibit A, which shall be enforceable as if set forth in this Award Agreement.5. Settlement Outside Director.5.Settlement of Award. Subject to Section 7 below, the Company shall deliver or cause to be delivered to or on the behalf of the Participant the number of vested Shares determined under Section 3 above as soon as administratively practicable upon the earlier of the Vesting Date or a qualifying termination of employment as designated in Section 3(a) or 3(b) above, after they first become vested, but in no event later than sixty (60) days after such date. vesting (for the avoidance of doubt, this deadline is intended to comply with the "short-term deferral" exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")). The dividend equivalents described in Section 3 above shall be paid in cash at the same time as the delivery of the Shares under this Section 5 which correspond to such dividend equivalents. Vested Shares to be delivered due to death shall be paid to the Participant's Beneficiary designated according to the terms of the Plan. Plan.6.Compensation Recovery. The Award Shares shall be subject to being recovered under any compensation recovery policy that may be adopted from time to time by the Company or any of its Affiliates. For avoidance of doubt, compensation recovery rights to Award Shares shall extend to the proceeds realized by the Participant due to the sale or other transfer of the Award Shares. View More
Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a)In foregoing:(a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed ...since the Grant Date and the denominator of which is 1,095. A Participant is a "Good Leaver" on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 13 below) or (ii) the termination of the Participant's employment with the Premier Group Without Cause (as defined in Section 14 13 below) prior to a Change in Control; and(b)In and(b) In the event a member of the Premier Group (or a successor) Employer terminates the Participant's employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 13 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full.The Participant shall be credited with an amount in cash (without interest) equal entitled to receive the dividends or other distributions (including securities of another issuer) that are paid by the Participant would have received Company on the Award Shares on or after their date of issuance, but only if the Participant had been the owner of a number of such Award Shares equal to the number of Award Shares; provided, however, that no amount are subsequently earned and vested. Any such dividend or other distribution shall be credited with respect to Shares that have been delivered paid to the Participant as of soon as reasonably practicable after the applicable record date. Dividend equivalents underlying Award Shares have become vested. No interest shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. paid on any dividends or other distributions under this Section 3. Notwithstanding the foregoing, vesting of no dividends shall be paid with respect to the Award (and any dividend equivalents) shall be prohibited Shares to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing law. Nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.4. Forfeiture; Break in Service. The unvested portion of this Award, as determined under Section 3 above, shall expire and be permanently forfeited upon employment termination with the Premier Group. The unvested portion of this Award shall only continue to vest while the Participant is on an approved personal leave of absence to the extent and in the manner described in Exhibit A, which shall be enforceable as if set forth in this Award Agreement.5. Settlement of Award. Subject to Section 7 below, the Company shall deliver or cause to be delivered to or on the behalf of the Participant the number of vested Shares determined under Section 3 above as soon as administratively practicable upon the earlier of the Vesting Date or a qualifying termination of employment as designated in Section 3(a) or 3(b) above, but in no event later than sixty (60) days after such date. The dividend equivalents described in Section 3 above shall be paid in cash at the same time as the delivery of the Shares under this Section 5 which correspond to such dividend equivalents. Vested Shares to be delivered due to death shall be paid to the Participant's Beneficiary designated according to the terms of the Plan. Agreement. View More
Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a)In (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the ...Grant Date and the denominator of which is 1,095. A Participant is a "Good Leaver" on account of (i) terminating employment with the Premier Group due to death, death or Disability or an Approved Retirement (as defined in Section 14 below) ) or (ii) the termination of the Participant's employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and(b)In and (b) In the event a member of the Premier Group (or a successor) terminates the Participant's employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month twelve-month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full.The full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.4. Forfeiture; Break in Service. The unvested portion of this Award, as determined under Section 3 above, shall expire and be permanently forfeited upon employment termination with the Premier Group. The unvested portion of this Award shall only continue to vest while the Participant is on an approved personal leave of absence to the extent and in the manner described in Exhibit A, which shall be enforceable as if set forth in this Award Agreement.5. Settlement of Award. Subject to Section 7 below, the Company shall deliver or cause to be delivered to or on the behalf of the Participant the number of vested Shares determined under Section 3 above as soon as administratively practicable upon the earlier of the Vesting Date or a qualifying termination of employment as designated in Section 3(a) or 3(b) above, but in no event later than sixty (60) days after such date. The dividend equivalents described in Section 3 above shall be paid in cash at the same time as the delivery of the Shares under this Section 5 which correspond to such dividend equivalents. Vested Shares to be delivered due to death shall be paid to the Participant's Beneficiary designated according to the terms of the Plan. Shares. View More
Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a)In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant D...ate and the denominator of which is 1,095. A Participant is a "Good Leaver" on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant's employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and(b)In the event a member of the Premier Group (or a successor) terminates the Participant's employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the Exhibit 10.8the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full.The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.4. Forfeiture; Shares.4.Forfeiture; Break in Service. The unvested portion of this Award, as determined under Section 3 above, shall expire and be permanently forfeited upon employment termination with the Premier Group. The unvested portion of this Award shall only continue to vest while the Participant is on an approved personal leave of absence to the extent and in the manner described in Exhibit A, which shall be enforceable as if set forth in this Award Agreement.5. Settlement of Award. Subject to Section 7 below, the Company shall deliver or cause to be delivered to or on the behalf of the Participant the number of vested Shares determined under Section 3 above as soon as administratively practicable upon the earlier of the Vesting Date or a qualifying termination of employment as designated in Section 3(a) or 3(b) above, but in no event later than sixty (60) days after such date. The dividend equivalents described in Section 3 above shall be paid in cash at the same time as the delivery of the Shares under this Section 5 which correspond to such dividend equivalents. Vested Shares to be delivered due to death shall be paid to the Participant's Beneficiary designated according to the terms of the Plan. View More