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. Except as otherwise specified in this Agreement and the Plan, the Units will vest as provided in the Grant Notice (the "Vesting Date"). Any Units which have not vested as of the date of your termination of Continuous Service shall thereupon be forfeited immediately and without any further action by the Company, except as otherwise directed by the Committee; provided, that: (a) If your Continuous Service terminates due to your death or Disability after the Vesting Commencement Date, the following... number of unvested Units automatically will become vested: (i) If such termination occurs within twelve (12) months following the Vesting Commencement Date, the number of unvested Units that will become vested will be Grant Date: [ ] 1 equal to (x) the number of days that have elapsed from the Vesting Commencement Date through the date of your termination of Continuous Service divided by three hundred sixty-five (365), multiplied by (y) the number of Units subject to your Award, rounded down to the nearest whole Unit, and such vesting will occur as of the date of your termination of Continuous Service (and such date will be deemed to be the "Vesting Date" for purposes of such Units); or (ii) If such termination occurs more than twelve (12) months following the Vesting Commencement Date, the number of unvested Units that will become vested will be equal to all of the unvested Units subject to your Award, and such vesting will occur as of the date of your termination of Continuous Service (and such date will be deemed to be the "Vesting Date" for purposes of such Units). The Award will immediately terminate following such vesting and the issuance of Shares pursuant to Section 6 below. (b) If, after the Vesting Commencement Date, your Continuous Service terminates due to your Retirement (as defined below), and (x) after such termination through the applicable Vesting Date you have at all times satisfied certain noncompetition, nonsolicitation and confidentiality conditions imposed by the Company (in its sole discretion) upon or promptly following such termination and (y) you provide the Company with a certification (in a form acceptable to the Company) that you have satisfied all such conditions during such period, the following number of unvested Units will continue to vest as provided in the Grant Notice: (i) If such termination occurs on or following December 31 of the calendar year in which the Vesting Commencement Date occurs, the number of unvested Units that will continue to vest as provided in the Grant Notice will be equal to the number of unvested Units subject to your Award; or (ii) If such termination occurs prior to December 31 of the calendar year in which the Vesting Commencement Date occurs, any Units which have not vested as of the date of such termination shall thereupon be forfeited immediately and without any further action by the Company, except as otherwise directed by the Committee. (c) For purposes of this Award: "Retirement" means your voluntary termination following your attainment of age fifty-eight (58). If you are eligible to qualify for Retirement under this subsection, you must provide evidence to that effect to the Company (in a form acceptable to the Company) on or before your termination date. With respect to the vesting of this Award, the provisions of this Section 4 shall apply and supersede the terms of any other plan, program or arrangement maintained by the Company or the Company Group or any other agreement between you and the Company or the Company Group.View More
Variations of a "Vesting" Clause from Business Contracts
Vesting. Except as otherwise specified in this Agreement and the Plan, the Units will vest as provided in the Grant Notice (the "Vesting Date"). Any Units which have not vested as of the date of your termination of Continuous Service shall thereupon be forfeited immediately and without any further action by the Company, except as otherwise directed by the Committee; provided, however, that: (a) If If, after the Vesting Commencement Date, (1) your Continuous Service terminates due to your death death, Dis...ability (as defined below) or Disability after the Vesting Commencement Date, the following number of unvested Units automatically will become vested: (i) If such termination occurs within twelve (12) months following the Vesting Commencement Date, the number of unvested Units that will become vested will be Grant Date: [ ] 1 equal to (x) the number of days that have elapsed from the Vesting Commencement Date through the date of your termination of Continuous Service divided by three hundred sixty-five (365), multiplied by (y) the number of Units subject to your Award, rounded down to the nearest whole Unit, and such vesting will occur as of the date of your termination of Continuous Service (and such date will be deemed to be the "Vesting Date" for purposes of such Units); or (ii) If such termination occurs more than twelve (12) months following the Vesting Commencement Date, the number of unvested Units that will become vested will be equal to all of the unvested Units subject to your Award, and such vesting will occur as of the date of your termination of Continuous Service (and such date will be deemed to be the "Vesting Date" for purposes of such Units). The Award will immediately terminate following such vesting and the issuance of Shares pursuant to Section 6 below. (b) If, after the Vesting Commencement Date, your Continuous Service terminates due to your Retirement (as defined below), and (2) in the event of your Retirement, (x) after such termination through the applicable Vesting Date you have at all times satisfied certain noncompetition, nonsolicitation and confidentiality conditions imposed by the Company (in its sole discretion) upon or promptly following such 1 Grant Date: [ , ] termination and (y) you provide the Company with a certification (in a form acceptable to the Company) that you have satisfied all such conditions during such period, the following number of unvested Units will continue to vest as provided in the Grant Notice: (i) If such termination occurs on or within 12 months following December 31 of the calendar year in which the Vesting Commencement Date occurs, Date, the number of unvested Units that will continue to vest as provided in the Grant Notice will be equal to (x) the number of unvested days that have elapsed from the Vesting Commencement Date through the date of your termination of Continuous Service divided by 365, multiplied by (y) the number of Units subject to your Award; Actual Award, rounded down to the nearest whole Unit; or (ii) If such termination occurs prior to December 31 of the calendar year in which more than 12 months following the Vesting Commencement Date occurs, any Date, the number of unvested Units which have not vested that will continue to vest as provided in the Grant Notice will be equal to all of the date of such termination shall thereupon be forfeited immediately and without any further action by the Company, except as otherwise directed by the Committee. (c) unvested Units subject to your Actual Award. (b) For purposes of this Award: the Award, (i) "Disability" means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; and (ii) "Retirement" means your voluntary termination following your attainment of Continuous Service at age fifty-eight (58). If you are eligible to qualify for Retirement under this subsection, you must provide evidence to that effect to the Company (in a form acceptable to the Company) on 62 or before your termination date. older with at least ten years of Continuous Service. With respect to the vesting of this Award, the provisions of this Section 4 shall apply and supersede the terms of any other plan, program or arrangement maintained by the Company or the Company Group or any other agreement between you and the Company or the Company Group. View More
Vesting. Except as otherwise specified in this Agreement and the Plan, the Units will vest as provided in the Grant Notice (the "Vesting Date"). Any Units which have not vested as of the date of your termination of Continuous Service shall thereupon be forfeited immediately and without any further action by the Company, except as otherwise directed by the Committee; provided, however, that: (a) If your Continuous Service terminates due to your death or Disability (as defined below) after the Vesting Comm...encement Date, the following number of unvested Units automatically will become vested: vested, provided that the Company achieves the EBITDA Goal: 1 Grant Date: [ , ] (i) If such termination occurs within twelve (12) 12 months following the Vesting Commencement Date, the number of unvested Units that will become vested will be Grant Date: [ ] 1 equal to (x) the number of days that have elapsed from the Vesting Commencement Date through the date of your termination of Continuous Service divided by three hundred sixty-five (365), 365, multiplied by (y) the number of Units subject to your Award, rounded down to the nearest whole Unit, and such vesting will occur (1) as of the date the Committee determines that the Company has achieved the EBITDA Goal (in accordance with the Grant Notice) if your termination of Continuous Service occurs prior to such determination date (and such determination date will be deemed to be the "Vesting Date" for purposes of such Units) or (2) as of the date of your termination of Continuous Service if such termination occurs on or after the date the Committee determines that the Company has achieved the EBITDA Goal (in accordance with the Grant Notice) (and such termination date will be deemed to be the "Vesting Date" for purposes of such Units); or (ii) If such termination occurs more than twelve (12) 12 months following the Vesting Commencement Date, the number of unvested Units that will become vested will be equal to all of the unvested Units subject to your Award, and such vesting will occur as of the date of your termination of Continuous Service (and such date will be deemed to be the "Vesting Date" for purposes of such Units). The Award will immediately terminate following such vesting and the issuance of Shares pursuant to Section 6 below. For purposes of the Award, "Disability" means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. (b) If, after the Vesting Commencement Date, (1) your Continuous Service terminates due to your Retirement (as defined below), and (2) (x) after such termination through the applicable Vesting Date you have at all times satisfied certain noncompetition, nonsolicitation and confidentiality conditions imposed by the Company (in its sole discretion) upon or promptly following such termination and (y) you provide the Company with a certification (in a form acceptable to the Company) that you have satisfied all such conditions during such period, the following number of unvested Units will continue to vest as provided in the Grant Notice: Notice, provided that the Company achieves the EBITDA Goal: (i) If such termination occurs on or within 12 months following December 31 of the calendar year in which the Vesting Commencement Date occurs, Date, the number of unvested Units that will continue to vest as provided in the Grant Notice will be equal to (x) the number of unvested days that have elapsed from the Vesting Commencement Date through the date of your termination of Continuous Service divided by 365, multiplied by (y) the number of Units subject to your Award; Award, rounded down to the nearest whole Unit; or (ii) If such termination occurs prior to December 31 of the calendar year in which more than 12 months following the Vesting Commencement Date occurs, any Date, the number of unvested Units which have not vested that will continue to vest as provided in the Grant Notice will be equal to all of the date of such termination shall thereupon be forfeited immediately and without any further action by the Company, except as otherwise directed by the Committee. (c) unvested Units subject to your Award. 2 Grant Date: [ , ] For purposes of this Award: the Award, "Retirement" means your voluntary termination following your attainment of Continuous Service at age fifty-eight (58). If you are eligible to qualify for Retirement under this subsection, you must provide evidence to that effect to the Company (in a form acceptable to the Company) on 62 or before your termination date. older with at least ten years of Continuous Service. With respect to the vesting of this Award, the provisions of this Section 4 shall apply and supersede the terms of any other plan, program or arrangement maintained by the Company or the Company Group or any other agreement between you and the Company or the Company Group. View More
Vesting. Except as otherwise specified in this Agreement and the Plan, the Units will vest as provided in the Grant Notice (the "Vesting Date"). Any Units which have not vested as of the date of your termination of Continuous Service shall thereupon be forfeited immediately and without any further action by the Company, except as otherwise directed by the Committee; provided, however, that: (a) If your Continuous Service terminates due to your death or Disability (as defined below) after the Vesting Comm...encement Date, the following number of unvested Units automatically will become vested: 1 Grant Date: [ , ] (i) If such termination occurs within twelve (12) 12 months following the Vesting Commencement Date, the number of unvested Units that will become vested will be Grant Date: [ ] 1 equal to (x) the number of days that have elapsed from the Vesting Commencement Date through the date of your termination of Continuous Service divided by three hundred sixty-five (365), 365, multiplied by (y) the number of Units subject to your Award, rounded down to the nearest whole Unit, and such vesting will occur as of the date of your termination of Continuous Service (and such date will be deemed to be the "Vesting Date" for purposes of such Units); or (ii) If such termination occurs more than twelve (12) 12 months following the Vesting Commencement Date, the number of unvested Units that will become vested will be equal to all of the unvested Units subject to your Award, and such vesting will occur as of the date of your termination of Continuous Service (and such date will be deemed to be the "Vesting Date" for purposes of such Units). The Award will immediately terminate following such vesting and the issuance of Shares pursuant to Section 6 below. For purposes of the Award, "Disability" means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. (b) If, after the Vesting Commencement Date, (1) your Continuous Service terminates due to your Retirement (as defined below), and (2) (x) after such termination through the applicable Vesting Date you have at all times satisfied certain noncompetition, nonsolicitation and confidentiality conditions imposed by the Company (in its sole discretion) upon or promptly following such termination and (y) you provide the Company with a certification (in a form acceptable to the Company) that you have satisfied all such conditions during such period, the following number of unvested Units will continue to vest as provided in the Grant Notice: (i) If such termination occurs on or within 12 months following December 31 of the calendar year in which the Vesting Commencement Date occurs, Date, the number of unvested Units that will continue to vest as provided in the Grant Notice will be equal to (x) the number of unvested days that have elapsed from the Vesting Commencement Date through the date of your termination of Continuous Service divided by 365, multiplied by (y) the number of Units subject to your Award; Award, rounded down to the nearest whole Unit; or (ii) If such termination occurs prior to December 31 of the calendar year in which more than 12 months following the Vesting Commencement Date occurs, any Date, the number of unvested Units which have not vested that will continue to vest as provided in the Grant Notice will be equal to all of the date of such termination shall thereupon be forfeited immediately and without any further action by the Company, except as otherwise directed by the Committee. (c) unvested Units subject to your Award. For purposes of this Award: the Award, "Retirement" means your voluntary termination following your attainment of Continuous Service at age fifty-eight (58). If you are eligible to qualify for Retirement under this subsection, you must provide evidence to that effect to the Company (in a form acceptable to the Company) on 62 or before your termination date. older with at least ten years of Continuous Service. With respect to the vesting of this Award, the provisions of this Section 4 shall apply and supersede the terms of any other plan, program or arrangement maintained by the Company or the Company Group or any other agreement between you and the Company or the Company Group. 2 Grant Date: [ , ] 5. NUMBER OF SHARES AND PURCHASE PRICE. The number of Shares subject to your Award may be adjusted from time to time pursuant to the provisions of Section 13 of the Plan. View More
Vesting. Except as otherwise specified in this Agreement and the Plan, the Units will vest as provided in the Grant Notice (the "Vesting Date"). Any Units which have not vested as of the date of your termination of Continuous Service shall thereupon be forfeited immediately and without any further action by the Company, except as otherwise directed by the Committee; provided, that: (a) If If, after the Vesting Commencement Date, your Continuous Service terminates due to your death or Disability after the... Vesting Commencement Date, Disability, the following number of unvested Units automatically will become vested: continue to vest as provided in the Grant Notice: (i) If such termination occurs within twelve (12) months following the Vesting Commencement Date, the number of unvested Units that will become vested continue to vest as provided in the Grant Notice will be Grant Date: [ ] 1 equal to (x) the number of days that have elapsed from the Vesting Commencement Date through the date of your termination of Continuous Service divided by three hundred sixty-five (365), multiplied by (y) the number of Units subject to your Actual Award, rounded down to the nearest whole Unit, and such vesting will occur as of the date of your termination of Continuous Service (and such date will be deemed to be the "Vesting Date" for purposes of such Units); Unit; or Grant Date: [ ] 1 (ii) If such termination occurs more than twelve (12) months following the Vesting Commencement Date, the number of unvested Units that will become vested continue to vest as provided in the Grant Notice will be equal to all of the unvested Units subject to your Award, and such vesting will occur as of the date of your termination of Continuous Service (and such date will be deemed to be the "Vesting Date" for purposes of such Units). The Award will immediately terminate following such vesting and the issuance of Shares pursuant to Section 6 below. Actual Award. (b) If, after the Vesting Commencement Date, your Continuous Service terminates due to your Retirement (as defined below), and (x) after such termination through the applicable Vesting Date you have at all times satisfied certain noncompetition, nonsolicitation and confidentiality conditions imposed by the Company (in its sole discretion) upon or promptly following such termination and (y) you provide the Company with a certification (in a form acceptable to the Company) that you have satisfied all such conditions during such period, the following number of unvested Units will continue to vest as provided in the Grant Notice: (i) If such termination occurs on or following December 31 of the calendar year in which the Vesting Commencement Date occurs, the number of unvested Units that will continue to vest as provided in the Grant Notice will be equal to the number of unvested Units subject to your Actual Award; or (ii) If such termination occurs prior to December 31 of the calendar year in which the Vesting Commencement Date occurs, any Units which have not vested as of the date of such termination shall thereupon be forfeited immediately and without any further action by the Company, except as otherwise directed by the Committee. (c) For purposes of this Award: "Retirement" means your voluntary termination following following: (x) completion of at least ten (10) years of Continuous Service, and (y) (A) for U.S. Participants, your attainment of age fifty-eight (58). sixty-two (62), or (B) for non-U.S. Participants, your attainment of age sixty-two (62) or such earlier age at which you are required to retire from Continuous Service under applicable law or an applicable retirement plan or policy. If you are eligible to qualify for Retirement under this subsection, you must provide evidence to that effect to the Company (in a form acceptable to the Company) on or before your termination date. With respect to the vesting of this Award, the provisions of this Section 4 shall apply and supersede the terms of any other plan, program or arrangement maintained by the Company or the Company Group or any other agreement between you and the Company or the Company Group. View More
