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 Stock granted hereby shall become fully vested on ___________. In order to be vested in Shares shall be unvested on the Grant Date. The of Restricted Shares shall vest Stock in accordance with the following schedule: Vesting schedule, the Participant must have been continuously serving as _____________ from the Date Portion of Grant until the vesting date. Acceleration of Exercisability. Upon a Change in Control of the Company, all Restricted Shares That Vests ___________ ________...___ ___________ ___________ ___________ ___________ ___________ ___________ [This can under this Agreement shall immediately 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, 100% vested without regard 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 vesting restrictions contained 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. Restricted Stock Agreement. View More
Vesting. The Restricted Shares shall be unvested on the Grant Date. The Restricted Shares Grantee shall vest in the Restricted Share Units in accordance with the following schedule: vesting schedule below provided that the Grantee is employed by the Employer on the applicable RSU Vesting Date: RSU Vesting Date Portion Number of Restricted Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can Share Units __________, 2022 ________ Restri...cted Share Units __________, 2023 ________ Restricted Share Units [__________, 2024 ________ Restricted Share Units]1 1 The vesting schedule will be modified to have performance based vesting criteria (e.g. revenue generated by the employee or other targets] as appropriate for individual awards. ACTIVE.126676400.04 In addition, (i) all DERs awarded but unvested on an RSU Vesting Date shall become fully vested as of such RSU Vesting Date, and (ii) all of a Grantee's unvested Base RSUs shall become fully vested upon a "Change in Control" (as defined in the Restricted Shares shall, Plan). 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 as a result of which, such person or Group obtains the direct or indirect right to elect a majority terms of the board of directors Plan, the "Committee" (as defined in the Plan) may at any time accelerate the time at which the restrictions on all or any part 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. Base RSUs will lapse. View More
Vesting. The Restricted Shares shall be unvested on Participant's interest in the Grant Date. The Restricted Shares shall vest in accordance with the following schedule: Vesting Date Portion shares 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 Stock shall become transferable and non-for...feitable ("Vested") as of the ___ anniversary of the Date of Grant, such that ______ shares of Restricted Shares shall, Stock will Vest on __________, 20__. [ADJUST AS APPROPRIATE, VESTING MAY BE ON A 3-YEAR OR LONGER GRADED OR CLIFF SCHEDULE] 5. Death or Disability. Paragraph 4 to the extent it is then unvested, vest immediately contrary notwithstanding, if Participant dies or becomes Disabled while in the employ of the Company or an Affiliate and 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 forfeiture of the board shares of directors Restricted Stock under Paragraph 7, all shares of Restricted Stock that are not then Vested shall become Vested as of the Company; date of Participant's death or (ii) of his becoming Disabled. For purposes of this Notice of Award, "Disabled" means a sale Participant's permanent and total disability within the meaning of all or substantially all Section 22(e)(3) of the assets Code. [ADJUST AS APPROPRIATE] 6. Change in Control. Notwithstanding any other provision of the Company. As used herein, "Group" means any group or syndicate that would be considered this Notice of Award, upon a "person" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. 25 4. Change in Control ____________________________________. [COMPLETE AS APPROPRIATE] 7. 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 All shares of Restricted Shares Stock that are not then Vested 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 if Participant's employment or consulting relationship with the Company or its Subsidiaries. For purposes an Affiliate terminates for any reason other than by reason of this Agreement, Participant's death or Disability, or a change from such an employment relationship to such a consulting relationship or vice versa shall not be treated Change in Control, as a termination of employment. outlined in paragraphs 5 and 6. [Specify any other immediate vesting events.] View More
Vesting. The (a) Except as otherwise provided in the Plan or this Award Agreement, the Restricted Shares shall be unvested on the Grant Date. The Restricted Shares Stock Award 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 addi...tion, all and become exercisable as follows: _____________ of the Restricted Shares shall, to covered by the extent it is then unvested, Restricted Stock Award shall 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 on ________________; and _______________ of the board Restricted Shares covered by the Restricted Stock Award shall vest on ________________; provided that, if Participant ceases to be an Employee or Director of directors Company by reason of the Company; his or (ii) a sale her death or Disability, or if Participant dies within sixty (60) days 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 his or her employment for or service, the Restricted Shares covered by any reason unvested Restricted Stock Award shall vest on the date immediately preceding the date of such death or Disability. Vesting shall be subject to lapse or forfeiture as provided in the Plan and this Award Agreement. (b) Prior to vesting, the payment Restricted Shares relating to the Restricted Stock Award will be represented by a certificate held by the Company to Employee Secretary of an amount equal to Company, which certificate shall bear a restricted legend in accordance with Section 7.1(e) of 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 Plan, and when requested by Employee. If such forfeiture occurs, Employee Company, Participant shall execute and deliver to the Company any and all further documents (including an Secretary the Assignment Separate From Certificate) from Certificate attached hereto as the Exhibit A. Upon vesting of Restricted Shares covered by a Restricted Stock Award in accordance herewith, Company reasonably requests shall deliver certificates representing such vested Restricted Shares to further document the forfeiture. As used in this Agreement, "employment", "employ" and like terms shall be construed to include Participant, his or her legal representative, heir, legatee or other beneficiary free of 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. restricted legend. View More
Vesting. The Restricted 3.1Subject to Section 3.2 of this Agreement and except as otherwise set forth in this Agreement, the Shares shall be unvested on the Grant Date. The Restricted Shares shall will vest in accordance with the following schedule: Vesting Date Portion Number of Restricted Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can be modified to have performance based vesting criteria (e.g. revenue generated by Which Vest ...on the employee or other targets] In addition, all Vesting Date ______________ [one-third 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 Shares] ______________ ______________ [one-third of the board of directors Shares] [one-third of the Company; or (ii) Shares] 3.2The vesting schedule set forth in Section 3.1 of this Agreement notwithstanding, if the Grantee ceases to be a sale of all or substantially all of Director through 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 final vesting date listed above for any reason (including the expiration of the Grantee's term as a Director or the Grantee's resignation, removal, death or Permanent Disability), then the Shares which have not vested as of 946506 the date the Grantee ceases to be a Director shall be automatically forfeited upon such date, and the payment by neither the Company to Employee of an amount equal nor any Affiliate shall have any further obligations 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 Grantee under 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. Agreement. View More
Vesting. The Restricted Shares shall be unvested on 3.1 Except as otherwise provided herein, provided that the Grant Date. The Restricted Shares shall Grantee remains in Continuous Service through the applicable vesting date, the RSUs will vest in accordance with the following schedule: schedule (the period during which restrictions apply, the "Restricted Period"): Vesting Date Portion Number of Restricted Shares Stock Units That Vests ___________ ___________ ___________ ___________ ___________ _________...__ ___________ ___________ [This can be modified to have performance based Vest [________________] [____] [________________] [____] [________________] [____] [________________] [____] Once vested, the RSUs become "Vested Units." 3.2 The foregoing vesting criteria (e.g. revenue generated by schedule notwithstanding, and unless determined otherwise in the employee or other targets] In addition, all of Committee's sole discretion, if 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 Grantee's Continuous Service terminates for any reason at any time before all of his or her RSUs have vested, the Grantee's unvested RSUs shall be automatically forfeited upon such termination of Continuous Service and the payment by neither the Company to Employee of an amount equal nor any Affiliate shall have any further obligations 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 Grantee under 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. Agreement. View More
Vesting. The (a) Except as otherwise provided in Section 3, provided Participant remains an employee of the Company or an Affiliate through the Vesting Date (as defined herein), and the Company satisfies the applicable performance target set forth in Section 2(b) as determined by the Committee as soon as practicable on or before ________ __, _____ (the date of such determination, the "Vesting Date"), the Restricted Shares shall be unvested on the Grant Date. The Restricted Shares shall Stock Units will v...est in accordance with Section 2(b). The period during which the following schedule: restrictions in this Award Agreement apply, which is the Date of Grant through the Vesting Date, is referred to as the "Restricted Period". Once vested, the Restricted Stock Units become "Vested Units" and shares of Company Stock representing the Vested Units will be issued in accordance with the settlement procedures set forth in Section 6. To the extent Participant's vested percentage of Restricted Stock Units exceeds 100%, any additional shares of Company Stock to which Participant is entitled in accordance with Section 2(b) will be issued to Participant on the Vesting Date. (b) The Restricted Stock Units shall become Vested Units, subject to the provisions of this Award Agreement relating to continued employment, in accordance with the table immediately below on the date the Committee determines ____________________ ("_____") for the Company, and the _____ rank, expressed as a percentile, based on Company _____ versus _____ of peers selected by the Committee ("_____ Rank"), for the period from ________ __, _____, through ________ __, _____ (the "Performance Period"). Any Restricted Stock Units outstanding on the Vesting Date Portion that do not become Vested Units on the Vesting Date will immediately be forfeited. ROA Rank Number of Restricted Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can Vested Units * Percentage Represented by Number of Vested Units ("Payout Percentage") * _____ percentile or higher At least _____ percentile, but less than _____ percentile ("Target Performance") At least _____ percentile, but less than _____ percentile Less than _____ percentile *The applicable Number of Vested Units and Payout Percentage shall be modified to have performance based determined using straight-line interpolation of (i) Payout Percentages between _____ and _____, for _____ Rank between _____ percentile and _____ percentile; and (ii) Payout Percentages between _____ and _____ for _____ Rank between _____ percentile and _____ percentile. (c) The vesting criteria (e.g. revenue generated by the employee or other targets] In addition, all of the Restricted Shares shall, Stock Units is 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 as a result of which, such person or Group obtains the direct or indirect right to elect a majority determination 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 Committee, in its discretion, 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 has satisfied 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. applicable performance target. View More
Vesting. The Restricted 3.1Subject to Section 3.2 of this Agreement and except as otherwise set forth in this Agreement, the Shares shall be unvested on the Grant Date. The Restricted Shares shall will vest in accordance with the following schedule: Vesting Date Portion Number of Restricted Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can be modified to have performance based vesting criteria (e.g. revenue generated by Which Vest ...on the employee or other targets] In addition, all Vesting Date ______________ [one-third of the Restricted Shares] ______________ ______________ [one-third of the Shares] [one-third of the Shares] 3.2The vesting schedule set forth in Section 3.1 of this Agreement notwithstanding, and except as otherwise set forth in any Employment Agreement with the Grantee, the Shares shall, which have not vested as of the Grantee's Termination of Employment shall 946505 be automatically forfeited upon such Termination of Employment and neither the Company nor any Affiliate shall have any further obligations 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 Grantee under 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. Agreement. View More
Vesting. The Subject to the terms, conditions, and limitations set forth herein, the Restricted Shares Stock Units shall vest and become earned and payable in the following amounts on the following dates (which shall constitute Vesting Dates) provided that the Grantee is on the Board of Directors of Atlanticus (or one of its Affiliates) from the Date of Grant through the applicable date:_______________________________________________________________________________________________________________In no ev...ent shall a fractional share of Common Stock be issued to Grantee. In the event that Grantee would otherwise be entitled to a fractional share because of a term, condition or limitation set forth herein, the number of shares of Common Stock to be issued shall be unvested rounded down to the nearest whole number and such fractional share shall remain a Restricted Stock Unit, subject to all terms, conditions and limitations set forth herein. In addition, until the Vesting Dates set forth above, and provided that the Grantee is on the Grant Date. Board of Directors of Atlanticus (or one of its Affiliates) at the time of a "Change in Control," any Restricted Stock Units that theretofore have not become vested, earned and payable shall immediately become vested, earned and payable upon a "Change in Control."Notwithstanding the foregoing, any Restricted Stock Units that theretofore have not become vested, earned and payable shall immediately become vested, earned and payable upon the death or Disability of Grantee while serving on the Board of Directors of Atlanticus (or one of its Affiliates).Upon issuance, the Grantee will be responsible for payment of all income and any other taxes in connection with the issuance of such shares of Common Stock.4. Transfer Subject to Compliance with Securities Laws. Notwithstanding the vesting of any Restricted Stock Units and delivery of shares of Common Stock thereunder, Grantee shall not be entitled to transfer any shares of Common Stock Grantee is issued except in compliance with applicable securities law.5. No Right to Continued Service. The grant evidenced hereby does not confer upon the Grantee the right to continued service on the Board of Directors of Atlanticus, nor shall it interfere with the right of Atlanticus or any other authority to terminate Grantee's service on the Board of Directors of Atlanticus at any time.6. Adjustment of RSUs. The number of Restricted Shares Stock Units that may become vested, earned and payable hereunder shall vest be subject to adjustment from time to time by the Committee in accordance with the following schedule: Vesting Date Portion terms of the Plan in the event of certain changes in the Common Stock or certain corporate transactions affecting the number or value of the shares of Common Stock.7. Miscellaneous. (a) These Restricted Shares That Vests ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ [This can Stock Units may only be modified transferred or assigned in accordance with the terms of the Plan. (b) The terms of this Restricted Stock Unit Agreement shall be binding upon and shall inure to have performance based the benefit of any successors or assigns of Atlanticus and of the Grantee. (c) The Grantee shall not be entitled to vote or to receive dividends with respect to any shares of Common Stock subject to any Restricted Stock Units until vesting criteria (e.g. revenue generated by the employee or other targets] In addition, all of the Restricted Shares shall, Stock Units and issuance of the certificate representing such shares of Common Stock. (d) This grant has been made pursuant to the extent it is then unvested, vest immediately prior Plan and shall be subject to, and governed by, the terms and provisions thereof. The Grantee hereby agrees to be bound by all 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 terms and provisions of the board Plan. In the event of directors any conflict between the terms of the Company; or (ii) a sale of all or substantially all Plan and this Restricted Stock Unit Agreement, the provisions of the assets Plan shall govern. (e) This Restricted Stock Unit Agreement shall be governed by the laws of the Company. As used herein, "Group" means any group or syndicate that would be considered a "person" for purposes State 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. Georgia. View More
Vesting. The (a) Except as otherwise provided in Section 3 hereof, the Restricted Shares shall be unvested on the Grant Date. The Restricted Shares Stock Units shall vest ___________________________ (each, a "Vesting Date"), subject to the Participant's Continuous Service through such Vesting Date. (b) Notwithstanding any other provision of the Plan or this Agreement to the contrary, until the restrictions set forth in this Section 2 have lapsed, the Restricted Stock Units may not be transferred, assigne...d or otherwise encumbered other than 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 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 applicable provisions 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. 6 hereof. View More
