Vesting Clause Example with 4 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) Subject to earlier vesting in accordance with Sections 4 or 5 below, the Shares (and any related Dividend Equivalent Units) will become vested on the later of the third anniversary of the Grant Date or the date on which the Committee certifies the attainment of the Performance Goals (the "Vesting Date") in accordance with the provisions of Section 3 below and subject to the provisions of subsection (b) below. Prior to the Vesting Date, the Shares (and any related Dividend Equivalent Units) s...ubject to the Award shall be nontransferable and, except as otherwise provided herein, shall be immediately forfeited upon Participant's termination of employment with the Company and its Subsidiaries. Prior to the Vesting Date, the Award shall not be earned by Participant's performance of services and there shall be no such vesting of the Award. Subject to the terms of the Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. Participant acknowledges that the opportunity to obtain the Shares represents valuable consideration, regardless of whether the Shares actually vest. 1 (b) The maximum number of Shares (including any related Dividend Equivalent Units) that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a Fair Market Value of Shares on the Vesting Date not to exceed:(i) one-half of one percent (or, one and one-half percent if Participant is the Chief Executive Officer of the Company) of the sum of the Company's operating income for the Performance Period January 1, [ ] through December 31, [ ], as determined by the Committee in accordance with the Plan,(ii) "operating income" for purpose of clause (i) above shall be calculated excluding the effect of changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, all as determined by U.S. generally accepted accounting principles ("GAAP"); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, as most accurately determined either at the time of the acquisition (through projections made at that time and accepted by the Committee), or at year end; and foreign exchange gains or losses, all as determined by the Committee;provided, however, that in no event shall the number of Shares which vest on the Vesting Date exceed the Maximum Award or the individual limits for Participants as set forth in the Plan. The maximum number of Shares may be reduced, but not increased, based on the degree of attainment of the performance criteria as set forth in Section 3 of this Agreement. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares (and any related Dividend Equivalent Units) shall be immediately forfeited.View More
Variations of a "Vesting" Clause from Business Contracts
Vesting. (a) Subject to earlier vesting in accordance with Sections 4 or 5 below, the Shares (and any related Dividend Equivalent Units) will become vested on the later of the third anniversary of the Grant Date grant date or the date on which the Committee certifies the attainment of the Performance Goals (the "Vesting Date") in accordance with the provisions of Section 3 below and subject to the provisions of subsection subsections (b) and (c) below. Prior to the Vesting Date, the Shares (and any relat...ed Dividend Equivalent Units) subject to the Award shall be nontransferable and, except as otherwise provided herein, shall be immediately forfeited upon Participant's termination of employment with the Company and its Subsidiaries. Prior to the Vesting Date, the Award shall not be earned by Participant's performance of services and there shall be no such vesting of the Award. Subject to the terms of the Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. (b) In no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as set forth in the Plan. The payout of vested Shares may be reduced, but not increased, based on the degree of attainment of such performance criteria as determined by the Committee, in its sole discretion. To the extent unvested Shares are not paid to Participant acknowledges that pursuant to the opportunity to obtain the immediately preceding sentence, then such unvested Shares represents valuable consideration, regardless of whether the Shares actually vest. 1 (b) shall be immediately forfeited. (c) The maximum number of Shares (including any related Dividend Equivalent Units) that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a Fair Market Value of Shares fair market value on the Vesting Date not to exceed:(i) one-half of one percent (or, one and one-half percent if exceed: (i)for each Participant is (other than the Chief Executive Officer of the Company) Company), one-half of one percent (0.5%) of the sum of the Company's total operating income for the Performance Period January 1, [ ] through December 31, [ ], (calendar years 2014, 2015 and 2016), as determined by the Committee in accordance with the Plan,(ii) "operating Plan. (ii)if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the limit specified in subsection (i) above shall be one and one-half percent (1.5%) of the Company's total operating income for the Performance Period (calendar years 2014, 2015 and 2016), as determined by the Committee in accordance with the Plan. -1- (iii)"Operating income" for purpose purposes of clause clauses (i) and (ii) above shall be calculated excluding the effect of changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, all as determined by U.S. generally accepted accounting principles ("GAAP"); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, as most accurately determined either at the time of the acquisition (through projections made at that time and accepted by the Committee), or at year end; and foreign exchange gains or losses, all as determined by the Committee;provided, however, that Committee in no event shall the number of Shares which vest on the Vesting Date exceed the Maximum Award or the individual limits for Participants as set forth in the Plan. The maximum number of Shares may be reduced, but not increased, based on the degree of attainment of the performance criteria as set forth in Section 3 of this Agreement. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares (and any related Dividend Equivalent Units) shall be immediately forfeited. its discretion. View More
Vesting. (a) Subject to earlier vesting in accordance with Sections 4 or 5 below, the Shares (and any related Dividend Equivalent Units) will become vested on the later of the third anniversary of the Grant Date grant date or the date on which the Committee certifies the attainment of the Performance Goals (the "Vesting Date") in accordance with the provisions of Section 3 below and subject to the provisions of subsection subsections (b) and (c) below. Prior to the Vesting Date, the Shares (and any relat...ed Dividend Equivalent Units) subject to the Award shall be nontransferable and, except as otherwise provided herein, shall be immediately forfeited upon Participant's termination of employment with the Company and its Subsidiaries. Prior to the Vesting Date, the Award shall not be earned by Participant's performance of services and there shall be no such vesting of the Award. Subject to the terms of the Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. (b) In no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as set forth in the Plan. The payout of vested Shares may be reduced, but not increased, based on the degree of attainment of such performance criteria as determined by the Committee, in its sole discretion. To the extent unvested Shares are not paid to Participant acknowledges that pursuant to the opportunity to obtain the immediately preceding sentence, then such unvested Shares represents valuable consideration, regardless of whether the Shares actually vest. 1 (b) shall be immediately forfeited. (c) The maximum number of Shares (including any related Dividend Equivalent Units) that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a Fair Market Value of Shares fair market value on the Vesting Date not to exceed:(i) one-half of one percent (or, one and one-half percent if exceed the following: (i)for each Participant is (other than the Chief Executive Officer of the Company) Company), one-half of one percent (0.5%) of the sum of the Company's total operating income for the Performance Period January 1, [ ] through December 31, [ ], (calendar years 2013, 2014 and 2015), as determined by the Committee in accordance with the Plan,(ii) "operating Plan. (ii)if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the limit specified in subsection (i) above shall be one and one-half percent (1.5%) of the Company's total operating income for the Performance Period (calendar years 2013, 2014 and 2015), as determined by the Committee in accordance with the Plan. (iii)"Operating income" for purpose purposes of clause clauses (i) and (ii) above shall be calculated excluding the effect of changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, all as determined by U.S. generally accepted accounting principles ("GAAP"); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, as most accurately determined either at the time of the acquisition (through projections made at that time and accepted by the Committee), or at year end; and foreign exchange gains or losses, all as determined by the Committee;provided, however, that Committee in no event shall the number of Shares which vest on the Vesting Date exceed the Maximum Award or the individual limits for Participants as set forth in the Plan. The maximum number of Shares may be reduced, but not increased, based on the degree of attainment of the performance criteria as set forth in Section 3 of this Agreement. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares (and any related Dividend Equivalent Units) shall be immediately forfeited. its discretion. View More
Vesting. (a) Subject to earlier vesting in accordance with Sections 4 or 5 below, the Shares (and any related Dividend Equivalent Units) will become vested on the later of the third anniversary of the Grant Date grant date or the date on which the Committee certifies the attainment of the Performance Goals (the "Vesting Date") in accordance with the provisions of Section 3 below and subject to the provisions of subsection subsections (b) and (c) below. Prior to the Vesting Date, the Shares (and any relat...ed Dividend Equivalent Units) subject to the Award shall be nontransferable and, except as otherwise provided herein, shall be immediately forfeited upon Participant's termination of employment with the Company and its Subsidiaries. Prior to the Vesting Date, the Award shall not be earned by Participant's performance of services and there shall be no such vesting of the Award. Subject to the terms of the Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. Participant acknowledges that the opportunity to obtain the Shares represents valuable consideration, regardless of whether the Shares actually vest. 1 (b) In no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as set forth in the Plan. The payout of vested Shares may be reduced, but not increased, based on the degree of attainment of such performance criteria as determined by the Committee, in its sole discretion. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares shall be immediately forfeited. (c) The maximum number of Shares (including any related Dividend Equivalent Units) that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a Fair Market Value of Shares fair market value on the Vesting Date not to exceed:(i) one-half of one percent (or, one and one-half percent if exceed: (i)for each Participant is (other than the Chief Executive Officer of the Company) Company), one-half of one percent (0.5%) of the sum of the Company's total operating income for the Performance Period January 1, [ ] through December 31, [ ], (calendar years 2014, 2015 and 2016), as determined by the Committee in accordance with the Plan,(ii) "operating Plan. (ii)if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the limit specified in subsection (i) above shall be one and one-half percent (1.5%) of the Company's total operating income for the Performance Period (calendar years 2014, 2015 and 2016), as determined by the Committee in accordance with the Plan. (iii)"Operating income" for purpose purposes of clause clauses (i) and (ii) above shall be calculated excluding the effect of changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, all as determined by U.S. generally accepted accounting principles ("GAAP"); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, as most accurately determined either at the time of the acquisition (through projections made at that time and accepted by the Committee), or at year end; and foreign exchange gains or losses, all as determined by the Committee;provided, however, that Committee in no event shall the number of Shares which vest on the Vesting Date exceed the Maximum Award or the individual limits for Participants as set forth in the Plan. The maximum number of Shares may be reduced, but not increased, based on the degree of attainment of the performance criteria as set forth in Section 3 of this Agreement. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares (and any related Dividend Equivalent Units) shall be immediately forfeited. its discretion. View More
Vesting. (a) Subject to earlier vesting in accordance with Sections 4 or 5 below, the Shares (and any related Dividend Equivalent Units) will become vested on the later of the third anniversary of the Grant Date grant date or the date on which the Committee certifies the attainment of the Performance Goals (the "Vesting Date") in accordance with the provisions of Section 3 below and subject to the provisions of subsection subsections (b) and (c) below. Prior to the Vesting Date, the Shares (and any relat...ed Dividend Equivalent Units) subject to the Award shall be nontransferable and, except as otherwise provided herein, shall be immediately forfeited upon Participant's termination of employment with the Company and its Subsidiaries. Prior to the Vesting Date, the Award shall not be earned by Participant's performance of services and there shall be no such vesting of the Award. Subject to the terms of the Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. Participant acknowledges that the opportunity to obtain the Shares represents valuable consideration, regardless of whether the Shares actually vest. 1 (b) In no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as set forth in the Plan. The payout of vested Shares may be reduced, but not increased, based on the degree of attainment of such performance criteria as determined by the Committee, in its sole discretion. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares shall be immediately forfeited. (c) The maximum number of Shares (including any related Dividend Equivalent Units) that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a Fair Market Value of Shares fair market value on the Vesting Date not to exceed:(i) one-half of one percent (or, one and one-half percent if exceed the following: (i)for each Participant is (other than the Chief Executive Officer of the Company) Company), one-half of one percent (0.5%) of the sum of the Company's total operating income for the Performance Period January 1, [ ] through December 31, [ ], (calendar years 2013, 2014 and 2015), as determined by the Committee in accordance with the Plan,(ii) "operating Plan. (ii)if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the limit specified in subsection (i) above shall be one and one-half percent (1.5%) of the Company's total operating income for the Performance Period (calendar years 2013, 2014 and 2015), as determined by the Committee in accordance with the Plan. (iii)"Operating income" for purpose purposes of clause clauses (i) and (ii) above shall be calculated excluding the effect of changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, all as determined by U.S. generally accepted accounting principles ("GAAP"); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, as most accurately determined either at the time of the acquisition (through projections made at that time and accepted by the Committee), or at year end; and foreign exchange gains or losses, all as determined by the Committee;provided, however, that Committee in no event shall the number of Shares which vest on the Vesting Date exceed the Maximum Award or the individual limits for Participants as set forth in the Plan. The maximum number of Shares may be reduced, but not increased, based on the degree of attainment of the performance criteria as set forth in Section 3 of this Agreement. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares (and any related Dividend Equivalent Units) shall be immediately forfeited. its discretion. View More
