This example Vesting clause appears in
3 contracts
from
1 company
Vesting. Except as may be otherwise provided in Section 3 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 Grantee's rights and interest in 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 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 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 Status as an Employee or Consultant or Non-Employee Director does not terminate prior to the Change in Control Anniversary; (b) shall become fully vested on the Date of Termination 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 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 Section 3 shall supersede the standard vesting provision contained in Section 2 of this Agreement only to the extent that 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 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 3(d)(ii), Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Grantee in good faith to have been in or not opposed to the interest of the Company (without intent of the Grantee to gain, directly or indirectly, a profit to which the 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 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 Grantee's compensation; or 2 (iii) Change in location of the 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.View More
