Vesting Clause Example with 29 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. The Restricted Shares shall be unvested on the Grant Date. The Restricted Shares shall vest in accordance with the following schedule: Vesting Date Portion of Restricted Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can be modified to have performance based vesting criteria (e.g. revenue generated by the employee or other targets] In addition, all of the Restricted Shares shall, to the extent it is then unvested, vest imme...diately prior to the closing for any Change of Control. As used herein, "Change of Control" means (i) a bona fide transfer or series of related transfers of Shares to any person or Group in which, or as a result of which, such person or Group obtains the direct or indirect right to elect a majority of the board of directors of the Company; or (ii) a sale of all or substantially all of the assets of the Company. As used herein, "Group" means any group or syndicate that would be considered a "person" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. 25 4. Forfeiture. Upon the termination of Employee's employment for any reason and the payment by the Company to Employee of an amount equal to the Aggregate Purchase Price, any then unvested Shares of Restricted Shares shall automatically, without any further action on the part of any person, be forfeited by Employee. If such forfeiture occurs, Employee shall execute and deliver to the Company any and all further documents (including an Assignment Separate From Certificate) as the Company reasonably requests to further document the forfeiture. As used in this Agreement, "employment", "employ" and like terms shall be construed to include any employment or consulting relationship with the Company or its Subsidiaries. For purposes of this Agreement, a change from such an employment relationship to such a consulting relationship or vice versa shall not be treated as a termination of employment.View More
Variations of a "Vesting" Clause from Business Contracts
Vesting. The Restricted Shares Subject to the terms and conditions of this Award Agreement (including, without limitation, the terms of Section 8 below), the Award shall be unvested vest, and restrictions (other than those set forth in Section 8.1 of the Plan) shall lapse, in ______ installments on the Grant ________ anniversaries of the Award Date. The Restricted Shares shall vest in accordance with Board reserves the following schedule: Vesting Date Portion of Restricted Shares That Vests ___________ _...__________ ___________ ___________ ___________ ___________ ___________ ___________ [This can be modified right to have performance based accelerate the vesting criteria (e.g. revenue generated by the employee or other targets] In addition, all of the Restricted Shares shall, to the extent it is then unvested, vest immediately prior to the closing for Stock in such circumstances as it, in its sole discretion, deems appropriate and any Change of Control. As used herein, "Change of Control" means (i) such acceleration shall be effective only when set forth in a bona fide transfer or series of related transfers of Shares to any person or Group in which, or as a result of which, such person or Group obtains the direct or indirect right to elect a majority written instrument executed by an officer of the board of directors of the Company; or (ii) a sale of all or substantially all of the assets of the Company. As used herein, "Group" means any group or syndicate that would be considered a "person" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. 25 4. Forfeiture. Upon the termination of Employee's employment for any reason and the payment by the Company to Employee of an amount equal to the Aggregate Purchase Price, any then unvested Shares of Restricted Shares shall automatically, without any further action on the part of any person, be forfeited by Employee. If such forfeiture occurs, Employee shall execute and deliver to the Company any and all further documents (including an Assignment Separate From Certificate) as the Company reasonably requests to further document the forfeiture. As used in this Agreement, "employment", "employ" and like terms shall be construed to include any employment or consulting relationship with the Company or its Subsidiaries. For purposes of this Agreement, a change from such an employment relationship to such a consulting relationship or vice versa shall not be treated as a termination of employment. Corporation. View More
Vesting. The Restricted Shares (a) Except as set forth in (b), (c), (d) and (e) below, the Grantee shall become vested in the Award as follows: (i) __% of the shares subject to the Award shall vest on _____________; (ii) __% of the shares subject to the Award shall vest on _____________; and (iii) __% of the shares subject to the Award shall vest on _____________. (b) If the Grantee's employment with the Company and all subsidiaries terminates due to the Grantee's death or disability, a prorata number of... unvested shares of Common Stock subject to the Award shall vest, such number to be determined by multiplying the number of unvested shares by a fraction, the numerator of which is the number of full months that have elapsed from the Date of Award to the termination of employment and the denominator of which is the number of full months in the vesting period. Award shares that do not vest shall be forfeited. For this purpose "disability" has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Grantee participates. (c) Any unvested on shares of Common Stock subject to the Grant Date. The Restricted Shares Award shall vest in accordance be forfeited to the Company upon termination of the Grantee's employment with the following schedule: Vesting Date Portion of Restricted Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can be modified to have performance based vesting criteria (e.g. revenue generated by Company and all subsidiaries for any reason other than death or disability as described in Section 7(b) above. In the employee event that the Grantee forfeits any or other targets] In addition, all of the Restricted Shares shall, to the extent it is then unvested, vest immediately prior to the closing for any Change of Control. As used herein, "Change of Control" means (i) a bona fide transfer or series of related transfers of Shares to any person or Group in which, or as a result of which, such person or Group obtains the direct or indirect right to elect a majority of the board of directors of the Company; or (ii) a sale of all or substantially unvested shares, all of the assets Grantee's rights, title and interest with respect to such forfeited shares, including the right to receive any cash dividends accrued with respect thereto, shall automatically lapse and be of no further force or effect. The Grantee hereby irrevocably designates and appoints the Secretary of the Company. As used herein, "Group" means any group Company as the Grantee's agent and attorney in fact, to act for or syndicate that would be considered a "person" for purposes of Section 13(d) on behalf of the Securities Exchange Act Grantee and in his or her name and stead, for the limited purpose of 1934, as amended. 25 4. Forfeiture. Upon executing any documents and instruments to further evidence the termination forfeiture of Employee's employment for any reason the unvested shares and the payment by the Company to Employee transfer of an amount equal such shares back to the Aggregate Purchase Price, any then unvested Shares Company. (d) If there is a Change in Control of Restricted Shares shall automatically, without any further action on the part of any person, be forfeited by Employee. If such forfeiture occurs, Employee shall execute Company, and deliver to the Company any and all further documents (including an Assignment Separate From Certificate) as the Company reasonably requests to further document the forfeiture. As used Grantee has remained in this Agreement, "employment", "employ" and like terms shall be construed to include any continuous employment or consulting relationship with the Company or a Subsidiary until such date: (i) unless the Award is continued or assumed by a public company in an equitable manner, all of the shares of Common Stock subject to the Award shall vest as of the date of the Change in Control; and (ii) if the Award is continued or assumed by a public company in an equitable manner, the shares of Common Stock subject to the Award shall continue to vest as provided in this Section 7; provided that if within two years following the Change in Control the Company terminates the Grantee's employment without cause (as determined by the Committee in its Subsidiaries. For purposes sole discretion, unless otherwise defined in the Grantee's employment agreement with the Company), the unvested shares of Common Stock shall fully vest. (e) The foregoing provisions of this Agreement, a change from Section 7 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Grantee and the Company, and the provisions in such employment or severance agreement concerning the vesting of an employment relationship to such a consulting relationship Award shall supersede any inconsistent or vice versa shall not be treated as a termination contrary provision of employment. this Section 7. View More
Vesting. The Restricted Shares (a) Except as set forth in (b), (c) and (d) below, the Grantee shall become vested in the Award as follows: (i) ____% of the shares subject to the Award shall vest on ___________. (ii) ____% of the shares subject to the Award shall vest on ___________. (iii) ____% of the shares subject to the Award shall vest on ___________. (b) In the event that the Grantee's employment with the Company and all subsidiaries terminates due to the Grantee's death or disability, a prorata num...ber of unvested shares of Common Stock subject to the Award shall vest, such number to be determined by multiplying the number of unvested shares by a fraction, the numerator of which is the number of full months that have elapsed from the Date of Award to the termination of employment and the denominator of which is the number of full months in the vesting period. Award shares that do not vest shall be forfeited. For this purpose "disability" has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Grantee participates. (c) Any unvested on shares of Common Stock subject to the Grant Date. The Restricted Shares Award shall vest in accordance be forfeited to the Company upon termination of the Grantee's employment with the following schedule: Vesting Date Portion of Restricted Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can be modified to have performance based vesting criteria (e.g. revenue generated by Company and all subsidiaries for any reason other than death or disability as described in Section 7(b) above. In the employee event that the Grantee forfeits any or other targets] In addition, all of the Restricted Shares shall, to the extent it is then unvested, vest immediately prior to the closing for any Change of Control. As used herein, "Change of Control" means (i) a bona fide transfer or series of related transfers of Shares to any person or Group in which, or as a result of which, such person or Group obtains the direct or indirect right to elect a majority of the board of directors of the Company; or (ii) a sale of all or substantially unvested shares, all of the assets Grantee's rights, title and interest with respect to such forfeited shares, including the right to receive any cash dividends accrued with respect thereto, shall automatically lapse and be of no further force or effect. The Grantee hereby irrevocably designates and appoints the Secretary of the Company. As used herein, "Group" means any group Company as the Grantee's agent and attorney in fact, to act for or syndicate that would be considered a "person" for purposes of Section 13(d) on behalf of the Securities Exchange Act Grantee and in his or her name and stead, for the limited purpose of 1934, as amended. 25 4. Forfeiture. Upon executing any documents and instruments to further evidence the termination forfeiture of Employee's employment for any reason the unvested shares and the payment transfer of such shares back to the Company. 2 (d) The foregoing provisions of this Section 7 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Company to Employee Grantee and the Company, and the provisions in such employment or severance agreement concerning the vesting of an amount equal to the Aggregate Purchase Price, Award shall supersede any then unvested Shares of Restricted Shares shall automatically, without any further action on the part of any person, be forfeited by Employee. If such forfeiture occurs, Employee shall execute and deliver to the Company any and all further documents (including an Assignment Separate From Certificate) as the Company reasonably requests to further document the forfeiture. As used in this Agreement, "employment", "employ" and like terms shall be construed to include any employment inconsistent or consulting relationship with the Company or its Subsidiaries. For purposes contrary provision of this Agreement, a change from such an employment relationship to such a consulting relationship or vice versa shall not be treated as a termination of employment. Section 7. View More
Vesting. The Restricted Shares (a) Except as set forth in (b), (c), (d) and (e) below, the Grantee shall be unvested on become vested in the Grant Date. The Restricted Shares Award as follows: (i) ___% of the RSUs subject to the Award shall vest in accordance on __________________; (ii) ___% of the RSUs subject to the Award shall vest on __________________; and (iii) ___% of the RSUs subject to the Award shall vest on __________________. (b) If the Grantee's employment with the following schedule: Vestin...g Date Portion of Restricted Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can be modified to have performance based vesting criteria (e.g. revenue generated by the employee or other targets] In addition, Company and all of the Restricted Shares shall, subsidiaries terminates due to the extent it is then unvested, vest immediately prior Grantee's death or disability, a prorata number of unvested shares of Common Stock subject to the closing for any Change Award shall vest, such number to be determined by multiplying the number of Control. As used herein, "Change unvested shares by a fraction, the numerator of Control" means (i) a bona fide transfer or series which is the number of related transfers full months that have elapsed from the Date of Shares Award to any person or Group in which, or as a result of which, such person or Group obtains the direct or indirect right to elect a majority of the board of directors of the Company; or (ii) a sale of all or substantially all of the assets of the Company. As used herein, "Group" means any group or syndicate that would be considered a "person" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. 25 4. Forfeiture. Upon the termination of Employee's employment and the denominator of which is the number of full months in the vesting period. Award shares that do not vest shall be forfeited. For this purpose "disability" has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Grantee participates. (c) If the Grantee's employment with the Company and all Subsidiaries terminates for any reason other than death or disability as described in Section 6(b) above or following a Change in Control as described in Section 6(d)(ii) below, unvested RSUs subject to the Award shall be forfeited to the Company, and the payment by Grantee's rights, title and interest with respect to such forfeited RSUs shall automatically lapse and be of no further force or effect. The Grantee hereby irrevocably designates and appoints the Secretary of the Company to Employee of an amount equal to the Aggregate Purchase Price, any then unvested Shares of Restricted Shares shall automatically, without any further action on the part of any person, be forfeited by Employee. If such forfeiture occurs, Employee shall execute and deliver to the Company any and all further documents (including an Assignment Separate From Certificate) as the Company reasonably requests Grantee's agent and attorney in fact, to act for or on behalf of the Grantee and in his or her name and stead, for the limited purpose of executing any documents and instruments to further document evidence the forfeiture. As used forfeiture of the unvested RSUs. (d) If there is a Change in this Agreement, "employment", "employ" Control of the Company, and like terms shall be construed to include any the Grantee has remained in continuous employment or consulting relationship with the Company or a Subsidiary until such date: (i) unless the Award is continued or assumed by a public company in an equitable manner, all of the RSUs subject to the Award shall vest as of the date of the Change in Control, and the Company shall immediately distribute to the Grantee his RSU Account as described in Section 7; provided, however, that if the Change in Control does not constitute a "change in control" as described in Treas. Reg. ยง1.409A-3(i)(5), then distribution of the RSU Account shall be deferred until the date of the Grantee's termination of employment with the Company and all Subsidiaries; and 2 (ii) if the Award is continued or assumed by a public company in an equitable manner, the RSUs subject to the Award shall continue to vest as provided in this Section 6; provided that if within two years following the Change in Control the Company terminates the Grantee's employment without cause (as determined by the Committee in its Subsidiaries. For purposes sole discretion, unless otherwise defined in the Grantee's employment agreement with the Company), the unvested RSUs shall fully vest and the Company shall immediately distribute to the Grantee his RSU Account as described in Section 7. (e) The foregoing provisions of this Agreement, a change from Section 6 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Grantee and the Company, and the provisions in such employment or severance agreement concerning the vesting of an employment relationship to such a consulting relationship Award shall supersede any inconsistent or vice versa shall not be treated as a termination contrary provision of employment. this Section 6. View More
Vesting. The Restricted Shares shall Stock will be unvested issued and vest in ____ equal ____ installments beginning on ______ (each respective _________ period, a "Period of Restriction") of the Grant Date. The Restricted Shares shall vest in accordance with the following schedule: Vesting Date Portion of Restricted Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can be modified to have performance based vesting criteria (e.g. reve...nue generated by the employee or other targets] In addition, all of the Restricted Shares shall, Date, subject to the extent it is then unvested, vest immediately prior to the closing for any Change of Control. As used herein, "Change of Control" means (i) a bona fide transfer or series of related transfers of Shares to any person or Group in which, or Participant's continued status as a result Service Provider through the end of which, each such person or Group obtains the direct or indirect right to elect a majority Period of the board of directors of the Company; or (ii) a sale of all or substantially all of the assets of the Company. As used herein, "Group" means any group or syndicate that would be considered a "person" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. 25 4. Forfeiture. Upon the termination of Employee's employment for any reason and the payment by the Company to Employee of an amount equal to the Aggregate Purchase Price, any then unvested Shares of Restricted Shares shall automatically, without any further action on the part of any person, be forfeited by Employee. If such forfeiture occurs, Employee shall execute and deliver to the Company any and all further documents (including an Assignment Separate From Certificate) as the Company reasonably requests to further document the forfeiture. As used in this Agreement, "employment", "employ" and like terms shall be construed to include any employment or consulting relationship with the Company or its Subsidiaries. For purposes of this Agreement, a change from such an employment relationship to such a consulting relationship or vice versa shall not be treated as a termination of employment. Restriction. View More
Vesting. Unless otherwise terminated as provided by this Agreement, this Option will vest (and thereby become exercisable) as follows: [_____________]. 1 The Restricted Shares shall be unvested on the Grant Date. The Restricted Shares shall vest in accordance with the following schedule: Vesting Date Portion of Restricted Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can be modified to have performance based vesting criteria (e.g. ...revenue generated by the employee or other targets] In addition, all portion of the Restricted Shares shall, to the extent it is then unvested, vest immediately prior to the closing for any Change of Control. As used herein, "Change of Control" means (i) a bona fide transfer or series of related transfers of Shares to any person or Group in which, or as a result of which, such person or Group obtains the direct or indirect right to elect a majority of the board of directors of the Company; or (ii) a sale of all or substantially all of the assets of the Company. As used herein, "Group" means any group or syndicate that would be considered a "person" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. 25 4. Forfeiture. Upon the termination of Employee's employment for any reason and the payment by the Company to Employee of an amount equal to the Aggregate Purchase Price, any then unvested Shares of Restricted Shares shall automatically, without any further action on the part of any person, be forfeited by Employee. If such forfeiture occurs, Employee shall execute and deliver to the Company any and all further documents (including an Assignment Separate From Certificate) as the Company reasonably requests to further document the forfeiture. As used in this Agreement, "employment", "employ" and like terms shall be construed to include any employment or consulting relationship with the Company or its Subsidiaries. For purposes of this Agreement, a change from such an employment relationship to such a consulting relationship or vice versa Option shall not be treated as a termination of employment. exercisable. View More
Vesting. The Restricted Shares shall be unvested on Subject to the Grant Date. The Restricted Shares terms and conditions of this Award Agreement (including, without limitation, the terms of Section 8 below), the Award shall vest in accordance with _______ installment on the following schedule: Vesting Date Portion of Restricted Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can be modified to have performance based vesting criteria... (e.g. revenue generated by the employee or other targets] In addition, all ________ anniversary of the Restricted Shares shall, to the extent it is then unvested, vest immediately prior to the closing for any Change of Control. As used herein, "Change of Control" means (i) a bona fide transfer or series of related transfers of Shares to any person or Group in which, or as a result of which, such person or Group obtains the direct or indirect right to elect a majority of the board of directors of the Company; or (ii) a sale of all or substantially all of the assets of the Company. As used herein, "Group" means any group or syndicate that would be considered a "person" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. 25 4. Forfeiture. Upon the termination of Employee's employment for any reason and the payment by the Company to Employee of an amount equal to the Aggregate Purchase Price, any then unvested Shares of Restricted Shares shall automatically, without any further action on the part of any person, be forfeited by Employee. If such forfeiture occurs, Employee shall execute and deliver to the Company any and all further documents (including an Assignment Separate From Certificate) as the Company reasonably requests to further document the forfeiture. As used in this Agreement, "employment", "employ" and like terms shall be construed to include any employment or consulting relationship with the Company or its Subsidiaries. For purposes of this Agreement, a change from such an employment relationship to such a consulting relationship or vice versa shall not be treated as a termination of employment. Award Date. View More
Vesting. (a) The Restricted number of Phantom Shares that shall vest on ___________ ___, 20____ (the "Vesting Date"), if any, shall be unvested on the Grant Date. The Restricted Shares shall vest calculated in accordance with Exhibit A attached hereto based upon the following schedule: Vesting Date Portion of Restricted Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can be modified to have performance based vesting criteria (e.g. re...venue generated by the employee or other targets] In addition, all achievement of the Restricted Shares shall, to performance goals set forth on Exhibit A (the "Performance Goals") during the extent it is then unvested, vest immediately period beginning on ________________, 20____ and ending on _________ ____, 20___ (the "TSR Performance Period"). (b) In the event the Grantee experiences a Termination of Service for any reason prior to the closing for any Change Vesting Date, the Phantom Shares shall, with no further action, be forfeited and cease to be outstanding as of Control. As used herein, "Change the Grantee's Termination of Control" means (i) a bona fide transfer or series Service. (c) Any Phantom Shares that do not vest as of related transfers the Vesting Date shall, with no further action, be forfeited and cease to be outstanding as of Shares the Vesting Date. 1 3. Dividend Equivalent Rights. (a) A DER is hereby granted to any person or Group in which, or as a result the Grantee, consisting of which, such person or Group obtains the direct or indirect right to elect a majority of the board of directors of the Company; or (ii) a sale of all or substantially all of the assets of the Company. As used herein, "Group" means any group or syndicate receive, with respect to each outstanding Phantom Share that would be considered a "person" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. 25 4. Forfeiture. Upon the termination of Employee's employment for any reason vests in accordance with paragraph 2 and the payment by the Company to Employee of Exhibit A, an amount equal to the Aggregate Purchase Price, any then unvested Shares cash dividend distributions paid in the ordinary course on a share of Restricted Shares shall automatically, without any further action on Common Stock of the part of any person, be forfeited by Employee. If such forfeiture occurs, Employee shall execute and deliver Company ("Share") to the Company any and all further documents (including an Assignment Separate From Certificate) Company's stockholders (each, a "Dividend Payment") during the TSR Performance Period as the Company reasonably requests to further document the forfeiture. As used set forth in this Agreement, "employment", "employ" Section 3. (b) Any such DER payments shall only be payable with respect to Phantom Shares that vest and like terms shall be construed paid in the form of additional Shares at the time Phantom Shares are settled pursuant to include any employment or consulting relationship Section 4. At such time, the Grantee shall receive additional Shares with an aggregate value (determined as described below) equal to the Company or its Subsidiaries. For purposes aggregate value of this Agreement, a change from such an employment relationship the Dividend Payments distributed during the TSR Performance Period with respect to such a consulting relationship or vice versa the number of Shares equal to the number of vested Phantom Shares. (c) The number of additional Shares to be distributed pursuant to sub-paragraph (b) shall not be treated calculated as a termination follows: (i) the accumulated Dividend Payments during the TSR Performance Period, multiplied by (ii) the number of employment. Shares to be distributed with respect to the vested Phantom Shares, divided by (iii) the per Share stock price of Common Stock on _____________ ____, 20___. View More
Vesting. The Restricted Except as otherwise provided herein, provided that you remain an employee of the Company through the applicable vesting date, the Award Shares shall be unvested on the Grant Date. The Restricted Shares shall will vest in accordance with the following schedule: schedule (the period during which the restrictions apply, the "Restricted Period"): Vesting Date Portion ____________ ____________ Vested Shares ________ ________ 3. Effect of Termination. (a) Except as set forth in Sections... 3(b) through 3(d) below, if your employment is terminated for any reason during the Restricted Period, all the Award Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can that are not then vested shall be modified automatically forfeited upon such termination of employment, and neither the Company nor any Affiliate shall have any further obligation to have performance based vesting criteria (e.g. revenue generated by you under this Agreement. (b) If you die or become Disabled while employed during the employee or other targets] In addition, Restricted Period, all Award Shares that are not vested shall become vested as of the Restricted Shares shall, to date of your death or the extent it is then unvested, vest immediately prior to the closing for any Change termination of Control. As used herein, "Change of Control" means (i) a bona fide transfer or series of related transfers of Shares to any person or Group in which, or your employment as a result of which, such person or Group obtains your Disability. (c) If you retire in accordance with the direct or indirect right Company's retirement policy before all the Award Shares have vested, your interest in the unvested Award Shares will continue to elect become transferable and nonforfeitable in accordance with the applicable vesting dates unless you and the Company agree in writing to a majority separate arrangement. (d) If a Change in Control of the board of directors of Company occurs during the Company; or (ii) a sale of all or substantially all of the assets of the Company. As used herein, "Group" means any group or syndicate that would be considered a "person" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. 25 4. Forfeiture. Upon the termination of Employee's employment for any reason Restricted Period and the payment by the Company to Employee of an amount equal to the Aggregate Purchase Price, any then unvested Shares of Restricted Shares shall automatically, without any further action on the part of any person, be forfeited by Employee. If such forfeiture occurs, Employee shall execute and deliver to the Company any and all further documents (including an Assignment Separate From Certificate) as the Company reasonably requests to further document the forfeiture. As used in this Agreement, "employment", "employ" and like terms shall be construed to include any employment or consulting relationship you have remained employed with the Company or its Subsidiaries. For purposes of this Agreement, a change from such an employment relationship to such a consulting relationship or vice versa through the date the Change in Control occurs, any remaining unvested Award Shares shall not be treated as a termination of employment. automatically vested upon the Change in Control. View More
Vesting. The Restricted Shares (a) Except as set forth in (b), (c) and (d) below, the Grantee shall be unvested on become vested in the Grant Date. The Restricted Shares Award as follows: (i) the SAR shall vest in accordance and become exercisable as to __________ Shares on ______________; (ii) the SAR shall vest and become exercisable as to __________ Shares on ______________; and (iii) the SAR shall vest and become exercisable as to __________ Shares on ______________. (b) If the Grantee's employment w...ith the following schedule: Vesting Date Portion of Restricted Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can be modified to have performance based vesting criteria (e.g. revenue generated by the employee or other targets] In addition, Company and all of the Restricted Shares shall, subsidiaries terminates due to the extent it is then unvested, Grantee's death or disability, the Award shall vest immediately prior as to a prorata number of unvested shares of Common Stock subject to the closing for any Change Award shall vest, such number to be determined by multiplying the number of Control. As used herein, "Change unvested shares by a fraction, the numerator of Control" means (i) a bona fide transfer or series which is the number of related transfers full months that have elapsed from the Date of Shares Award to any person or Group in which, or as a result of which, such person or Group obtains the direct or indirect right to elect a majority of the board of directors of the Company; or (ii) a sale of all or substantially all of the assets of the Company. As used herein, "Group" means any group or syndicate that would be considered a "person" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. 25 4. Forfeiture. Upon the termination of Employee's employment and the denominator of which is the number of full months in the vesting period. Award shares that do not vest shall be forfeited. (c) If the Grantee's employment with the Company and all Subsidiaries terminates for any reason other than death or disability as described in Section 5(b) above or following a Change in Control as described in Section 5(d)(ii) below, the unvested portion of the Award shall be forfeited to the Company, and the payment by Grantee's rights, title and interest with respect to such forfeited SAR shall automatically lapse and be of no further force or effect. The Grantee hereby irrevocably designates and appoints the Secretary of the Company to Employee of an amount equal to the Aggregate Purchase Price, any then unvested Shares of Restricted Shares shall automatically, without any further action on the part of any person, be forfeited by Employee. If such forfeiture occurs, Employee shall execute and deliver to the Company any and all further documents (including an Assignment Separate From Certificate) as the Company reasonably requests Grantee's agent and attorney in fact, to act for or on behalf of the Grantee and in his or her name and stead, for the limited purpose of executing any documents and instruments to further document evidence the forfeiture. As used forfeiture of the unvested Award. (d) If there is a Change in this Agreement, "employment", "employ" Control of the Company, and like terms shall be construed to include any the Grantee has remained in continuous employment or consulting relationship with the Company or a Subsidiary until such date: (i) unless the Award is continued or assumed by a public company in an equitable manner, the SAR shall vest as to all of the Shares as of the date of the Change in Control; and (ii) if the Award is continued or assumed by a public company in an equitable manner, the Award shall continue to vest as provided in this Section 5; provided that if within two years following the Change in Control the Company terminates the Grantee's employment without cause (as determined by the Committee in its Subsidiaries. For purposes sole discretion, unless otherwise defined in the Grantee's employment agreement with the Company), the unvested portion of the Award shall fully vest. (e) The foregoing provisions of this Agreement, a change from Section 5 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the Grantee and the Company, and the provisions in such employment or severance agreement concerning the vesting of an employment relationship to such a consulting relationship Award shall supersede any inconsistent or vice versa shall not be treated as a termination contrary provision of employment. this Section 5. View More
