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Vesting Clause Example with 19 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. (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.
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Jabil Circuit Inc contract
Variations of a "Vesting" Clause from Business Contracts
Vesting. (a) Except as may be otherwise provided in Section 3 3, Section 6 or Section 6 7 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 at the rate of thirty percent (30%) of the initial Restricted Stock Units on the first anniversary of the Grant Date,an additional thirty percent (30%) of the initial Restricted Stock Units on the second anniversary of the Grant Date, and an additional forty percent (40%) of the initial Restricted Stock Units on the third anniversary of the Grant Date, provided that the Grantee's Continuous Service does not terminate prior to the applicable vesting date. A date at which a Restricted Stock Unit is to become vested under this Section 2, subject 2 is referred to herein as a "Stated Vesting Date." 3. Change in Control. In the event of a Change in Control, any portion of the Restricted Stock Units that is not yet vested on the date such Change in Control is determined to have occurred: (a) shall become fully vested on the first anniversary of the date of such Change in Control (the "Change in Control Anniversary") if the Grantee's Continuous Service does not terminate prior to the Committee determining and certifying Change in writing Control Anniversary; (b) shall become fully vested on the Date of Termination if the Grantee's Continuous Service terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or (c) shall not become fully vested if the Grantee's Continuous Service terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested. This Section 3 shall supersede the standard vesting provision contained in Section 2 of this Agreement only to the extent that the corresponding Performance Goal and all other conditions for the it results in accelerated vesting of the Restricted Stock Units, and it shall not result in a delay of any vesting or non-vesting of any Restricted Stock Units have been satisfied; provided that otherwise would occur at a Stated Vesting Date under the terms of the standard vesting provision contained in Section 2 of this Agreement. For purposes of this Section 3, the following definitions shall apply: (d) "Cause" means: (i) The Grantee's conviction of a crime involving fraud or dishonesty; or (ii) The Grantee's continued willful or reckless material misconduct in the performance of 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 duties after the last day receipt of the Performance Period ("Determination Date"). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of written notice from the Company concerning such misconduct; provided, however, that for purposes of Section 16 3(d)(ii), Cause shall not include any one or more 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 following: bad judgment, negligence or Chief Executive Officer, any act or omission believed by the Chief Operating Officer Grantee in good faith to have been in or not opposed to the interest 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 (without intent of the Grantee to satisfy gain, directly or indirectly, a profit to which the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Grantee was not legally entitled).
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Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 or Section 7 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 sh...all 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 at the rate of thirty percent (30%) of the initial Restricted Stock Units on the first anniversary of the Grant Date, and an additional thirty percent (30%) of the initial Restricted Stock Units on the second anniversary of the Grant Date, and an additional forty percent (40%) of the initial Restricted Stock Units on the third anniversary of the Grant Date, provided that the Grantee's Continuous Service does not terminate prior to the applicable vesting date. A date at which a Restricted Stock Unit is to become vested under this Section 2, subject 2 is referred to herein as a "Stated Vesting Date." 3. Change in Control. In the event of a Change in Control, any portion of the Restricted Stock Units that is not yet vested on the date such Change in Control is determined to have occurred: (a) shall become fully vested on the first anniversary of the date of such Change in Control (the "Change in Control Anniversary") if the Grantee's Continuous Service does not terminate prior to the Committee determining and certifying Change in writing Control Anniversary; (b) shall become fully vested on the Date of Termination if the Grantee's Continuous Service terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or (c) shall not become fully vested if the Grantee's Continuous Service terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested. This Section 3 shall supersede the standard vesting provision contained in Section 2 of this Agreement only to the extent that the corresponding Performance Goal and all other conditions for the it results in accelerated vesting of the Restricted Stock Units, and it shall not result in a delay of any vesting or non-vesting of any Restricted Stock Units have been satisfied; provided that otherwise would occur at a Stated Vesting Date under the terms of the standard vesting provision contained in Section 2 of this Agreement. For purposes of this Section 3, the following definitions shall apply: (d) "Cause" means: (i) The Grantee's conviction of a crime involving fraud or dishonesty; or (ii) The Grantee's continued willful or reckless material misconduct in the performance of 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 duties after the last day receipt of the Performance Period ("Determination Date"). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of written notice from the Company concerning such misconduct; provided, however, that for purposes of Section 16 3(d)(ii), Cause shall not include any one or more 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 following: bad judgment, negligence or Chief Executive Officer, any act or omission believed by the Chief Operating Officer Grantee in good faith to have been in or not opposed to the interest 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 (without intent of the Grantee to satisfy gain, directly or indirectly, a profit to which the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Grantee was not legally entitled).
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Jabil Circuit Inc contract
Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 or Section 7 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 sh...all 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 at the rate of one hundred percent (100%) of the initial Restricted Stock Units on the second anniversary of the Grant Date, provided that the Grantee's Continuous Service does not terminate prior to the vesting date. The date on which a Restricted Stock Unit is to become vested under this Section 2, subject 2 is referred to herein as the "Stated Vesting Date." 3. Change in Control. In the event of a Change in Control, the unvested Restricted Stock Units: (a) shall become fully vested on the first anniversary of the date of such Change in Control (the "Change in Control Anniversary") if the Grantee's Continuous Service does not terminate prior to the Committee determining and certifying Change in writing Control Anniversary; (b) shall become fully vested on the Date of Termination if the Grantee's Continuous Service terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or (c) shall not become fully vested if the Grantee's Continuous Service terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested. This Section 3 shall supersede the standard vesting provision contained in Section 2 of this Agreement only to the extent that the corresponding Performance Goal and all other conditions for the it results in accelerated vesting of the Restricted Stock Units, and it shall not result in a delay of any vesting or non-vesting of any Restricted Stock Units have been satisfied; provided that otherwise would occur at the Stated Vesting Date under the terms of the standard vesting provision contained in Section 2 of this Agreement. For purposes of this Section 3, the following definitions shall apply: (d) "Cause" means: (i) The Grantee's conviction of a crime involving fraud or dishonesty; or (ii) The Grantee's continued willful or reckless material misconduct in the performance of 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 duties after the last day receipt of the Performance Period ("Determination Date"). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of written notice from the Company concerning such misconduct; provided, however, that for purposes of Section 16 3(d)(ii), Cause shall not include any one or more 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 following: bad judgment, negligence or Chief Executive Officer, any act or omission believed by the Chief Operating Officer Grantee in good faith to have been in or not opposed to the interest 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 (without intent of the Grantee to satisfy gain, directly or indirectly, a profit to which the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Grantee was not legally entitled).
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Jabil Circuit Inc contract
Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 or Section 7 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 sh...all 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 at the rate of thirty percent (30%) of the initial Restricted Stock Units on the first anniversary of Grant Date, and an additional thirty percent (30%) of the initial Restricted Stock Units on the second anniversary of Grant Date, and an additional forty percent (40%) of the initial Restricted Stock Units on the third anniversary of Grant Date, provided that in accordance with all instances the Grantee is an Employee or Non-Employee Director of the Company or a Subsidiary. A date at which a Restricted Stock Unit is to become vested under this Section 2, subject 2 is referred to herein as a "Stated Vesting Date." 3. Change in Control. In the event of a Change in Control, any portion of the Restricted Stock Units that is not yet vested on the date such Change in Control is determined to have occurred: (a) shall become fully vested on the first anniversary of the date of such Change in Control (the "Change in Control Anniversary") if the Grantee's Continuous Service does not terminate prior to the Committee determining and certifying Change in writing Control Anniversary; (b) shall become fully vested on the Date of Termination if the Grantee's Continuous Service terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or (c) shall not become fully vested if the Grantee's Continuous Service terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested. This Section 3 shall supersede the standard vesting provision contained in Section 2 of this Agreement only to the extent that the corresponding Performance Goal and all other conditions for the it results in accelerated vesting of the Restricted Stock Units, and it shall not result in a delay of any vesting or non-vesting of any Restricted Stock Units have been satisfied; provided that otherwise would occur at a Stated Vesting Date under the terms of the standard vesting provision contained in Section 2 of this Agreement. For purposes of this Section 3, the following definitions shall apply: (d) "Cause" means: (i) The Grantee's conviction of a crime involving fraud or dishonesty; or (ii) The Grantee's continued willful or reckless material misconduct in the performance of 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 duties after the last day receipt of the Performance Period ("Determination Date"). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of written notice from the Company concerning such misconduct; provided, however, that for purposes of Section 16 3(d)(ii), Cause shall not include any one or more 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 following: bad judgment, negligence or Chief Executive Officer, any act or omission believed by the Chief Operating Officer Grantee in good faith to have been in or not opposed to the interest 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 (without intent of the Grantee to satisfy gain, directly or indirectly, a profit to which the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Grantee was not legally entitled).
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Jabil Circuit Inc contract
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 at the rate of one hundred percent (100%) of the Restricted Stock Units on , provided that on such date the Grantee is an Employee or Non-Employee Director of the Company or a Subsidiary. A date at which a Restricted Stock Unit is to become vested under this Section 2, subject 2 is referred to herein as a "Stated Vesting Date." 1 3. Change in Control. In the event of a Change in Control, any portion of the Restricted Stock Units that is not yet vested on the date such Change in Control is determined to have occurred: (a) shall become fully vested on the first anniversary of the date of such Change in Control (the "Change in Control Anniversary") if the Grantee's Continuous Service does not terminate prior to the Committee determining and certifying Change in writing Control Anniversary; (b) shall become fully vested on the Date of Termination if the Grantee's Continuous Service terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or (c) shall not become fully vested if the Grantee's Continuous Service terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested. This Section 3 shall supersede the standard vesting provision contained in Section 2 of this Agreement only to the extent that the corresponding Performance Goal and all other conditions for the it results in accelerated vesting of the Restricted Stock Units, and it shall not result in a delay of any vesting or non-vesting of any Restricted Stock Units have been satisfied; provided that otherwise would occur at a Stated Vesting Date under the terms of the standard vesting provision contained in Section 2 of this Agreement For purposes of this Section 3, the following definitions shall apply: (d) "Cause" means: (i) The Grantee's conviction of a crime involving fraud or dishonesty; or (ii) The Grantee's continued willful or reckless material misconduct in the performance of 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 duties after the last day receipt of the Performance Period ("Determination Date"). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of written notice from the Company concerning such misconduct; provided, however, that for purposes of Section 16 3(d)(ii), Cause shall not include any one or more 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 following: bad judgment, negligence or Chief Executive Officer, any act or omission believed by the Chief Operating Officer Grantee in good faith to have been in or not opposed to the interest 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 (without intent of the Grantee to satisfy gain, directly or indirectly, a profit to which the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Grantee was not legally entitled).
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Found in
Jabil Circuit Inc contract
Vesting. (a) Except as may be otherwise provided in Section 3 3, Section 6 or Section 6 7 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 on the second anniversary of Grant Date, provided that in accordance with all instances the Grantee is an Employee or Non-Employee Director of the Company or a Subsidiary. A date at which a Restricted Stock Unit is to become vested under this Section 2, subject 2 is referred to herein as a "Stated Vesting Date." 3. Change in Control. In the event of a Change in Control, any portion of the Restricted Stock Units that is not yet vested on the date such Change in Control is determined to have occurred: (a) shall become fully vested on the first anniversary of the date of such Change in Control (the "Change in Control Anniversary") if the Grantee's Continuous Service does not terminate prior to the Committee determining and certifying Change in writing Control Anniversary; (b) shall become fully vested on the Date of Termination if the Grantee's Continuous Service terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or (c) shall not become fully vested if the Grantee's Continuous Service terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested. This Section 3 shall supersede the standard vesting provision contained in Section 2 of this Agreement only to the extent that the corresponding Performance Goal and all other conditions for the it results in accelerated vesting of the Restricted Stock Units, and it shall not result in a delay of any vesting or non-vesting of any Restricted Stock Units have been satisfied; provided that otherwise would occur at a Stated Vesting Date under the terms of the standard vesting provision contained in Section 2 of this Agreement. For purposes of this Section 3, the following definitions shall apply: (d) "Cause" means: (i) The Grantee's conviction of a crime involving fraud or dishonesty; or (ii) The Grantee's continued willful or reckless material misconduct in the performance of 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 duties after the last day receipt of the Performance Period ("Determination Date"). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of written notice from the Company concerning such misconduct; provided, however, that for purposes of Section 16 3(d)(ii), Cause shall not include any one or more 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 following: bad judgment, negligence or Chief Executive Officer, any act or omission believed by the Chief Operating Officer Grantee in good faith to have been in or not opposed to the interest 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 (without intent of the Grantee to satisfy gain, directly or indirectly, a profit to which the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Grantee was not legally entitled).
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Jabil Circuit Inc contract
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 at the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting rate 1 of one hundred percent (100%) of the Restricted Stock Units on October 18, 2019, provided that on such date the Grantee is an Employee of, Consultant to, or Non-Employee Director of, the Company or a Subsidiary. A date at which a Restricted Stock Unit is to become vested under this Section 2 is referred to herein as a "Stated Vesting Date." 3. Change in Control. In the event of a Change in Control, any portion of the Restricted Stock Units that is not yet vested on the date such Change in Control is determined to have been satisfied; provided occurred: (a) shall become fully vested on the first anniversary of the date of such Change in Control (the "Change in Control Anniversary") if the Grantee's Continuous Status as an Employee or Consultant or Non-Employee Director has does not terminated before terminate prior to the Determination Date, Change in Control Anniversary; (b) shall become fully vested on the Date of Termination if the Grantee's Continuous Status as defined herein. an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or (c) shall not become fully vested if the Grantee's Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested. This determination Section 3 shall be made within ninety (90) days after supersede the last day standard vesting provision contained in Section 2 of this Agreement only to the extent that it results in accelerated vesting of the Performance Period ("Determination Date"). The Committee Restricted Stock Units, and it shall make this determination, provided that, for not result in a delay of any Grantee who is not an "officer" vesting or non-vesting of any Restricted Stock Units that otherwise would occur at a Stated Vesting Date under the terms of the standard vesting provision contained in Section 2 of this Agreement For purposes of this Section 3, the following definitions shall apply: (d) "Cause" means: (i) The Grantee's conviction of a crime involving fraud or dishonesty; or (ii) The Grantee's continued willful or reckless material misconduct in the performance of the Grantee's duties after receipt of written notice from the Company concerning such misconduct; provided, however, that for purposes of Section 16 3(d)(ii), Cause shall not include any one or more 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 following: bad judgment, negligence or Chief Executive Officer, any act or omission believed by the Chief Operating Officer Grantee in good faith to have been in or not opposed to the interest 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 (without intent of the Grantee to satisfy gain, directly or indirectly, a profit to which the Performance Goal Grantee was not legally entitled). (e) "Good Reason" means: (i) The assignment to the Grantee of any duties adverse to the Grantee and materially inconsistent with the Grantee's position (including status, titles and reporting requirement), authority, duties or responsibilities, or any other action by the Company that results in any way prevents a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith; (ii) Any material reduction in the satisfaction Grantee's compensation; or 2 (iii) Change in location of the Performance Goal. Grantee's assigned office of more than 35 miles without prior consent of the Grantee. The Grantee's resignation will not constitute a resignation for Good Reason unless the Grantee first provides written notice to the Company of the existence of the Good Reason within 90 days following the effective date of the occurrence of the Good Reason, and the Good Reason remains uncorrected by the Company for more than 30 days following receipt of such written notice of the Good Reason from the Grantee to the Company, and the effective date of the Grantee's resignation is within one year following the effective date of the occurrence of the Good Reason.
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Jabil Circuit Inc contract
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 at the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting rate of one hundred percent (100%) of the Restricted Stock Units on October 19, 2018, provided that on such date the Grantee is an Employee of, Consultant to, or Non-Employee Director of, the Company or a Subsidiary. A date at which a Restricted Stock Unit is to become vested under this Section 2 is referred to herein as a "Stated Vesting Date." 3. Change in Control. In the event of a Change in Control, any portion of the Restricted Stock Units that is not yet vested on the date such Change in Control is determined to have been satisfied; provided occurred: (a) shall become fully vested on the first anniversary of the date of such Change in Control (the "Change in Control Anniversary") if the Grantee's Continuous Status as an Employee or Consultant or Non-Employee Director has does not terminated before terminate prior to the Determination Date, Change in Control Anniversary; (b) shall become fully vested on the Date of Termination if the Grantee's Continuous Status as defined herein. an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or (c) shall not become fully vested if the Grantee's Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested. This determination Section 3 shall be made within ninety (90) days after supersede the last day standard vesting provision contained in Section 2 of this Agreement only to the extent that it results in accelerated vesting of the Performance Period ("Determination Date"). The Committee Restricted Stock Units, and it shall make this determination, provided that, for not result in a delay of any Grantee who is not an "officer" vesting or non-vesting of any Restricted Stock Units that otherwise would occur at a Stated Vesting Date under the terms of the standard vesting provision contained in Section 2 of this Agreement For purposes of this Section 3, the following definitions shall apply: (d) "Cause" means: (i) The Grantee's conviction of a crime involving fraud or dishonesty; or 2 (ii) The Grantee's continued willful or reckless material misconduct in the performance of the Grantee's duties after receipt of written notice from the Company concerning such misconduct; provided, however, that for purposes of Section 16 3(d)(ii), Cause shall not include any one or more 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 following: bad judgment, negligence or Chief Executive Officer, any act or omission believed by the Chief Operating Officer Grantee in good faith to have been in or not opposed to the interest 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 (without intent of the Grantee to satisfy gain, directly or indirectly, a profit to which the Performance Goal Grantee was not legally entitled). (e) "Good Reason" means: (i) The assignment to the Grantee of any duties adverse to the Grantee and materially inconsistent with the Grantee's position (including status, titles and reporting requirement), authority, duties or responsibilities, or any other action by the Company that results in any way prevents a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith; (ii) Any material reduction in the satisfaction Grantee's compensation; or (iii) Change in location of the Performance Goal. Grantee's assigned office of more than 35 miles without prior consent of the Grantee. The Grantee's resignation will not constitute a resignation for Good Reason unless the Grantee first provides written notice to the Company of the existence of the Good Reason within 90 days following the effective date of the occurrence of the Good Reason, and the Good Reason remains uncorrected by the Company for more than 30 days following receipt of such written notice of the Good Reason from the Grantee to the Company, and the effective date of the Grantee's resignation is within one year following the effective date of the occurrence of the Good Reason.
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Jabil Circuit Inc contract
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 at the rate of thirty percent (30%) of the initial Restricted Stock Units on the first anniversary of Grant Date, and an 1 additional thirty percent (30%) of the initial Restricted Stock Units on the second anniversary of Grant Date, and an additional forty percent (40%) of the initial Restricted Stock Units on the third anniversary of Grant Date, provided that in accordance with all instances the Grantee is an Employee of, or Consultant to, or Non-Employee Director of, the Company or a Subsidiary. A date at which a Restricted Stock Unit is to become vested under this Section 2, subject 2 is referred to herein as a "Stated Vesting Date." 3. Change in Control. In the Committee determining and certifying event of a Change in writing that the corresponding Performance Goal and all other conditions for the vesting Control, any portion of the Restricted Stock Units that is not yet vested on the date such Change in Control is determined to have been satisfied; provided occurred: (a) shall become fully vested on the first anniversary of the date of such Change in Control (the "Change in Control Anniversary") if the Grantee's Continuous Status as an Employee or Consultant or Non-Employee Director has does not terminated before terminate prior to the Determination Date, Change in Control Anniversary; (b) shall become fully vested on the Date of Termination if the Grantee's Continuous Status as defined herein. an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or (c) shall not become fully vested if the Grantee's Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested. This determination Section 3 shall be made within ninety (90) days after supersede the last day standard vesting provision contained in Section 2 of this Agreement only to the extent that it results in accelerated vesting of the Performance Period ("Determination Date"). The Committee Restricted Stock Units, and it shall make this determination, provided that, for not result in a delay of any Grantee who is not an "officer" vesting or non-vesting of any Restricted Stock Units that otherwise would occur at a Stated Vesting Date under the terms of the standard vesting provision contained in Section 2 of this Agreement For purposes of this Section 3, the following definitions shall apply: (d) "Cause" means: (i) the Grantee's conviction of a crime involving fraud or dishonesty; or (ii) The Grantee's continued willful or reckless material misconduct in the performance of the Grantee's duties after receipt of written notice from the Company concerning such misconduct; provided, however, that for purposes of Section 16 3(d)(ii), Cause shall not include any one or more 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 following: bad judgment, negligence or Chief Executive Officer, any act or omission believed by the Chief Operating Officer Grantee in good faith to have been in or not opposed to the interest 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 (without intent of the Grantee to satisfy gain, directly or indirectly, a profit to which the Performance Goal Grantee was not legally entitled). (e) "Good Reason" means: (i) The assignment to the Grantee of any duties adverse to the Grantee and materially inconsistent with the Grantee's position (including status, titles and reporting requirement), authority, duties or responsibilities, or any other action by the Company that results in any way prevents a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith; 2 (ii) Any material reduction in the satisfaction Grantee's compensation; or (iii) Change in location of the Performance Goal. Grantee's assigned office of more than 35 miles without prior consent of the Grantee. The Grantee's resignation will not constitute a resignation for Good Reason unless the Grantee first provides written notice to the Company of the existence of the Good Reason within 90 days following the effective date of the occurrence of the Good Reason, and the Good Reason remains uncorrected by the Company for more than 30 days following receipt of such written notice of the Good Reason from the Grantee to the Company, and the effective date of the Grantee's resignation is within one year following the effective date of the occurrence of the Good Reason.
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Jabil Circuit Inc contract
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 at the rate of thirty percent (30%) of the initial Restricted Stock Units on the first anniversary of Grant Date, and an additional thirty percent (30%) of the initial Restricted Stock Units on the second anniversary of Grant Date, and an additional forty percent (40%) of the initial Restricted Stock Units on the third anniversary of Grant Date, provided that in accordance with all instances the Grantee is an Employee of, or Consultant to, or Non-Employee Director of, the Company or a Subsidiary. A date at which a Restricted Stock Unit is to become vested under this Section 2, subject 2 is referred to herein as a "Stated Vesting Date." 3. Change in Control. In the Committee determining and certifying event of a Change in writing that the corresponding Performance Goal and all other conditions for the vesting Control, any portion of the Restricted Stock Units that is not yet vested on the date such Change in Control is determined to have been satisfied; provided occurred: (a) shall become fully vested on the first anniversary of the date of such Change in Control (the "Change in Control Anniversary") if the Grantee's Continuous Status as an Employee or Consultant or Non-Employee Director has does not terminated before terminate prior to the Determination Date, Change in Control Anniversary; (b) shall become fully vested on the Date of Termination if the Grantee's Continuous Status as defined herein. an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company without Cause or resignation by the Grantee for Good Reason; or (c) shall not become fully vested if the Grantee's Continuous Status as an Employee or Consultant or Non-Employee Director terminates prior to the Change in Control Anniversary as a result of termination by the Company for Cause or resignation by the Grantee without Good Reason, but only to the extent such Restricted Stock Units have not previously become vested. This determination Section 3 shall be made within ninety (90) days after supersede the last day standard vesting provision contained in Section 2 of this Agreement only to the extent that it results in accelerated vesting of the Performance Period ("Determination Date"). The Committee Restricted Stock Units, and it shall make this determination, provided that, for not result in a delay of any Grantee who is not an "officer" vesting or non-vesting of any Restricted Stock Units that otherwise would occur at a Stated Vesting Date under the terms of the standard vesting provision contained in Section 2 of this Agreement For purposes of this Section 3, the following definitions shall apply: (d) "Cause" means: (i) The Grantee's conviction of a crime involving fraud or dishonesty; or (ii) The Grantee's continued willful or reckless material misconduct in the performance of the Grantee's duties after receipt of written notice from the Company concerning such misconduct; provided, however, that for purposes of Section 16 3(d)(ii), Cause shall not include any one or more 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 following: bad judgment, negligence or Chief Executive Officer, any act or omission believed by the Chief Operating Officer Grantee in good faith to have been in or not opposed to the interest 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 (without intent of the Grantee to satisfy gain, directly or indirectly, a profit to which the Performance Goal Grantee was not legally entitled). (e) "Good Reason" means: (i) The assignment to the Grantee of any duties adverse to the Grantee and materially inconsistent with the Grantee's position (including status, titles and reporting requirement), authority, duties or responsibilities, or any other action by the Company that results in any way prevents a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith; (ii) Any material reduction in the satisfaction Grantee's compensation; or 2 (iii) Change in location of the Performance Goal. Grantee's assigned office of more than 35 miles without prior consent of the Grantee. The Grantee's resignation will not constitute a resignation for Good Reason unless the Grantee first provides written notice to the Company of the existence of the Good Reason within 90 days following the effective date of the occurrence of the Good Reason, and the Good Reason remains uncorrected by the Company for more than 30 days following receipt of such written notice of the Good Reason from the Grantee to the Company, and the effective date of the Grantee's resignation is within one year following the effective date of the occurrence of the Good Reason.
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