Vesting Clause Example with 22 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. 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. i...i. 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
Variations of a "Vesting" Clause from Business Contracts
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) Fifty percent (50%) of the total Tranche A Awarded Shares shall vest on the third (3rd) anniversary of first date, if any, that the Date of Grant, Total Enterprise Value equals or exceeds the First TEV Threshold, provided that (i) 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) such date and (ii) such date occurs on or before the sixth (6th) anniversary of the total Tranche A Date of Grant. b. Fifty percent (50%) of the Awarded Shares shall vest on the fourth (4th) anniversary of first date, if any, that the Date of Grant, Total Enterprise Value equals or exceeds the Second TEV Threshold, provided that (i) 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 such date and (ii) such date occurs on or before the total Tranche A Shares shall vest on the fifth (5th) sixth (6th) 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. Grant. 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 be vested as follows: a. The Tranche A Shares shall vest as follows: i. One-third (a) One third (1/3rd) of the total Tranche A Awarded Shares (with any fractional shares rounded down to the next whole number) shall vest on the third (3rd) first anniversary of the Date of Grant, provided that the Participant is employed by (or (or, if the Partic...ipant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on such date; and (b) An additional one-third (1/3rd) of the Awarded Shares (with any fractional shares rounded down to the next whole number) shall vest on the second anniversary of the Date of Grant, provided that 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 such date; and (c) The remaining Awarded Shares shall vest on the third anniversary of the Date of Grant, provided that 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 such date. Notwithstanding the foregoing, the vesting of all Awarded Shares shall automatically accelerate in full upon the occurrence of a Change in Control or upon the Participant's death or Total and Permanent Disability, 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. i...i. 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 Awarded 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. b. Fifty percent (50%) of the Tranche B Awarded 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 Notwithstanding anything herein to the contrary, in accordance with Section 3 shall be forfeited on the date event of the Participant's Termination of Service. Upon forfeiture, all of Service by the Participant's rights with respect to Company without Cause, the forfeited unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease and terminate, without any further obligations on the part of the Company. to be outstanding. 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) (1/3) of the total Tranche A Awarded Shares shall vest on the third (3rd) first 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 Subsid...iary 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 (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%) An additional one-third (1/3) of the Tranche B total Awarded Shares shall vest on the first date, if any, that second anniversary of the Total Enterprise Value equals or exceeds the First TEV Threshold, Date of Grant, provided the Participant is employed by (or (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%) c. The remaining one-third (1/3) of the Tranche B total Awarded Shares shall vest on the first date, if any, that third anniversary of the Total Enterprise Value equals or exceeds the Second TEV Threshold, Date of Grant, provided the Participant is employed by (or (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 d. All Awarded Shares not previously vested shall immediately become fully vested in full upon a (i) the Participant's death or (ii) the Participant's Termination of Service as a result of the Participant's death or his Total and Permanent Disability. [e. 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. vested.] 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: set forth below. Any Awarded Shares that become vested in accordance with this Section 3 shall be referred to as "Vested Shares" and any Awarded Shares that, at the particular time of determination, have not become vested in accordance with this Section 3 shall be referred to as "Non-Vested Shares." a. The Tranche A Shares shall ves...t as follows: i. One-third (1/3rd) [ ] percent ([ ]%) of the total Tranche A Shares shall vest on the third (3rd) [[first (1st) anniversary of the Date of Grant, Grant]/[Initial Vesting Date]], 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. date; and ii. An additional one-third (1/3rd) The remaining [ ] percent ([ ]%) of the total Tranche A Shares shall vest on the fourth (4th) [[second (2nd) 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) Grant]/[first (1st) anniversary of the Date of Grant, Initial Vesting Date]], 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 that (A) 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. date and (B) such date occurs on or before the sixth (6th) anniversary of the Date of Grant; and 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 that (A) 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. date and (B) such date occurs on or before the sixth (6th) anniversary of the Date of Grant. 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 Awarded 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) first 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 total Awarded Shares shall vest on the first date, if any, that second anniversary of the Total Enterprise Value equals or exceeds the First TEV Threshold, 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. Fifty percent (50%) c. of the Tranche B total Awarded Shares shall vest on the first date, if any, that third anniversary of the Total Enterprise Value equals or exceeds the Second TEV Threshold, 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. 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 Awarded 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) first (1st) 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%) An additional one-third (1/3rd) of the Tranche B total Awarded Shares shall vest on the first date, if any, that second (2nd) anniversary of the Total Enterprise Value equals or exceeds the First TEV Threshold, 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. Fifty percent (50%) c. The remaining one-third (1/3rd) of the Tranche B total Awarded Shares shall vest on the first date, if any, that third (3rd) anniversary of the Total Enterprise Value equals or exceeds the Second TEV Threshold, 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. 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) Twenty percent (20%) of the total Tranche A Shares shall vest on the third (3rd) anniversary of the Date of Grant, Initial Vesting Date, 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. date; ii. An additional one-third (1/3rd) twenty percent (20%) of the total Tranche A Shares shall vest on the fourth (4th) first (1st) anniversary of the Date of Grant, Initial Vesting Date, 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. date; iii. The remaining one-third (1/3rd) An additional twenty percent (20%) of the total Tranche A Shares shall vest on the fifth (5th) second (2nd) anniversary of the Date Initial Vesting Date, 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; iv. An additional twenty percent (20%) of Grant, the total Tranche A Shares shall vest on the third (3rd) anniversary of the Initial Vesting Date, 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; and v. The remaining twenty percent (20%) of the total Tranche A Shares shall vest on the fourth (4th) anniversary of the Initial Vesting Date, 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 that (A) 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. date and (B) such date occurs on or before the sixth (6th) anniversary of the Date of Grant; and 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 that (A) 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. date and (B) such date occurs on or before the sixth (6th) anniversary of the Date of Grant; 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 Awarded 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) first (1st) 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%) An additional one-third (1/3rd) of the Tranche B total Awarded Shares shall vest on the first date, if any, that second (2nd) anniversary of the Total Enterprise Value equals or exceeds the First TEV Threshold, 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. Fifty percent (50%) c. The remaining one-third (1/3rd) of the Tranche B total Awarded Shares shall vest on the first date, if any, that third (3rd) anniversary of the Total Enterprise Value equals or exceeds the Second TEV Threshold, 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. 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 , provided the fifth (5th) anniversary 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. iv. of the Date of Grant, total Tranche A Shares shall vest on , 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. c. Notwithstanding the foregoing, if a Public Offering shall have been consummated, 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 while performing his duties and responsibilities for the Company. If a Public Offering shall have been consummated, in the event the Participant's death occurs other than while performing his duties and responsibilities for the Company, or in the event of a Termination of Service as a result of the Participant's Total and Permanent Disability. Disability or a Termination of Service by the Company without Cause, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Awarded Shares not previously vested based on the Participant's time and performance and other factors, as the Board may deem appropriate. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by occurs in which the surviving corporation or its parent, or the surviving corporation or its parent entity, if any, does not substitute its own restricted shares, assume the obligations of this Award, 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
