Vesting Clause Example with 9 Variations from Business Contracts

Vesting. Except as provided in Section 6 7 of this Award Agreement, the RSUs Performance Units Achieved, as described in Section 3 of this Award Agreement will vest Agreement, are also subject to achieving the vesting criteria as follows: (a)General follows:(a)General Vesting. If your employment continues from the Grant Date until the third anniversary of the Grant Date, in this case [Vesting Date] [Date] (the "Vesting Date"), your 1 RSUs described in this Award Agreement will Date") the number of Perfor...mance Units Achieved shall become 100% vested on the Vesting Date; or (b)Accelerated or(b)Accelerated Vesting. Under the following circumstances, your RSUs the Performance Units Achieved will be deemed to become 100% vested, even if you Terminate prior to the Vesting Date (subject to the performance criteria as described in this Award Agreement will become 100% vested earlier than the Vesting Date: (i)If Section 3 and Exhibit A):(i)If you Terminate because of your death or because you become Disabled (as defined below), your RSUs the number of Performance Units Achieved, as described in this Award Agreement Agreement, will be deemed to become 100% vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement. Vesting Date. For purposes of this Award Agreement, "Disabled" means (A) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of your employer, or (C) you are determined to be totally disabled by the Social Security Administration or Railroad Retirement Board; or (ii)If or(ii)If you Terminate for a reason other than Cause after reaching age 55 [Number] and completing at least 10 [Number] years of employment with the Company, its Affiliates and/or its Subsidiaries, your RSUs the number of Performance Units Achieved, as described in this Award Agreement Agreement, will be deemed to become 100% vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement. (iii)If Vesting Date.2[(iii)If you are involuntarily Terminated Terminate due to an involuntary Termination by the Company for a reason other without Cause no earlier than Cause, [Number] days before the Vesting Date, your RSUs Termination will be deemed to have occurred on the Vesting Date such that the number of Performance Units Achieved, as described in this Award Agreement Agreement, will be deemed to become 100% vested as of the date of such Termination and will be settled in accordance with Section 4 Vesting Date.(c)Cause. For purposes of this Award Agreement. Agreement, "Cause" means that Grantee has:(i) willfully and materially breached the terms of any employment agreement between the Grantee and the Company;(ii) engaged in willful misconduct that has materially injured the business of the Company or any Subsidiary or Affiliate;(iii) willfully committed a material act of fraud or material breach of the Grantee's duty of loyalty to the Company or any Subsidiary or Affiliate;(iv) willfully and continually failed to attempt in good faith to perform the Grantee's duties hereunder (other than any such failure resulting from the Grantee's incapacity due to physical or mental illness), after written notice has been delivered to the Grantee by the Company, which notice specifically identifies the manner in which the Grantee has not attempted in good faith to perform his duties; or (v)been convicted, or plead guilty or nolo contendere for the commission of an act or acts constituting a felony under the laws of the United States or any state thereof. For purposes of subsections (i) - (iv) no act, or failure to act, on the Grantee's part shall be deemed "willful" unless, the Company reasonably determines, in good faith, that it was done, or omitted to be done, by the Grantee not in good faith and without reasonable belief that his act, or failure to act, was in the best interest of the Company or any Subsidiary or Affiliate.] View More

Vesting. Except as provided in Section 6 of this Award Agreement, the RSUs NSO described in this Award Agreement will vest as follows: (a)General Vesting. If your employment continues from the Grant Date until the third [__] anniversary of the Grant Date, in this case [Vesting Date] [Date] (the "Vesting Date"), your 1 RSUs NSO described in this Award Agreement will vest (and become 100% vested exercisable) on the Vesting Date; or (b)Accelerated Vesting. Under the following circumstances, your RSUs the NS...O described in this Award Agreement will become 100% vested vest earlier than the Vesting Date: (i)If you Terminate because of your death or because you become Disabled (as defined below), your RSUs NSO described in this Award Agreement will become 100% fully vested as of and expire on the date of such event and will be settled in accordance with Section 4 of this Award Agreement. Expiration Date. For purposes of this Award Agreement, "Disabled" means (A) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of your employer, or (C) you are determined to be totally disabled by the Social Security Administration or Railroad Retirement Board; or (ii)If you Terminate for a reason other than Cause after reaching age 55 [Number] and completing at least 10 [Number] years of employment with the Company, its Affiliates and/or its Subsidiaries, your RSUs NSO described in this Award Agreement will become 100% fully vested as of and expire on the date of such event and will be settled in accordance with Section 4 of this Award Agreement. Expiration Date; (iii)If you are involuntarily Terminated Terminate due to an involuntary Termination by the Company for a reason other without Cause no earlier than Cause, [Number] days before the Vesting Date, your RSUs Termination will be deemed to have occurred on the Vesting Date such that your NSO described in this Award Agreement will be deemed to become 100% vested as of and expire on the date of such Termination and will be settled Expiration Date. (iv)If there is a Change in accordance with Section 4 Control, your NSO may vest earlier. See the Plan for further details. (c)Cause. For purposes of this Award Agreement. Agreement, "Cause" means that Grantee has: (i) willfully and materially breached the terms of any employment agreement between the Grantee and the Company; (ii) engaged in willful misconduct that has materially injured the business of the Company or any Subsidiary or Affiliate; (iii) willfully committed a material act of fraud or material breach of the Grantee's duty of loyalty to the Company or any Subsidiary or Affiliate; 2 (iv) willfully and continually failed to attempt in good faith to perform the Grantee's duties hereunder (other than any such failure resulting from the Grantee's incapacity due to physical or mental illness), after written notice has been delivered to the Grantee by the Company, which notice specifically identifies the manner in which the Grantee has not attempted in good faith to perform his duties; or (v)been convicted, or plead guilty or nolo contendere for the commission of an act or acts constituting a felony under the laws of the United States or any state thereof. For purposes of subsections (i) - (iv) no act, or failure to act, on the Grantee's part shall be deemed "willful" unless, the Company reasonably determines, in good faith, that it was done, or omitted to be done, by the Grantee not in good faith and without reasonable belief that his act, or failure to act, was in the best interest of the Company or any Subsidiary or Affiliate. View More

Vesting. Except as provided in Section 6 of this Award Agreement, the RSUs described in this Award Agreement will vest as follows: (a)General Vesting. If your employment service continues from the Grant Date until the third anniversary of the Grant Date, in this case [Vesting Date] (the "Vesting Date"), your 1 RSUs described in this Award Agreement will become 100% vested on the Vesting Date; or (b)Accelerated Vesting. Under the following circumstances, your RSUs described in this Award Agreement will be...come 100% pro rata vested earlier than the Vesting Date: (i)If you Terminate because of your death or because you become Disabled (as defined below), your RSUs described in this Award Agreement will become 100% pro rata vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement. For purposes of this Award Agreement, "Disabled" means (A) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of your employer, or (C) you are determined to be totally disabled by the Social Security Administration or Railroad Retirement Board; or (ii)If you Terminate for a reason other than due to an involuntary Termination by the Company without Cause after reaching age 55 and completing at least 10 years of employment with before the Company, its Affiliates and/or its Subsidiaries, your Vesting Date, the RSUs described in this Award Agreement will become 100% pro rata vested as of the Vesting Date. (iii)The number of RSUs that become pro rata vested in this subsection (b) will be calculated by multiplying the number of RSUs granted under this Agreement by a fraction. The numerator of the fraction will equal the number of days that elapsed beginning with the Grant Date and ending with the date of such event and your Termination. The denominator of the fraction will be settled in accordance with Section 4 365. Any fractional RSUs will be rounded up to the nearest whole number. (c)Cause. For purposes of this Award Agreement. (iii)If you are involuntarily Terminated Agreement, "Cause" means that Grantee has:(i) willfully and materially breached the terms of any consulting or other service provider agreement between the Grantee and the Company; (ii) engaged in willful misconduct that has materially injured the business of the Company or any Subsidiary or Affiliate; 2 (iii) willfully committed a material act of fraud or material breach of the Grantee's duty of loyalty to the Company or any Subsidiary or Affiliate; (iv) willfully and continually failed to attempt in good faith to perform the Grantee's duties hereunder (other than any such failure resulting from the Grantee's incapacity due to physical or mental illness), after written notice has been delivered to the Grantee by the Company Company, which notice specifically identifies the manner in which the Grantee has not attempted in good faith to perform his duties; or (v) been convicted, or plead guilty or nolo contendere for the commission of an act or acts constituting a reason other than Cause, your RSUs described in this Award Agreement will become 100% vested as felony under the laws of the date United States or any state thereof. For purposes of such Termination subsections (i) - (iv) no act, or failure to act, on the Grantee's part shall be deemed "willful" unless, the Company reasonably determines, in good faith, that it was done, or omitted to be done, by the Grantee not in good faith and will be settled without reasonable belief that his act, or failure to act, was in accordance with Section 4 the best interest of this Award Agreement. the Company or any Subsidiary or Affiliate. View More

Vesting. Except as provided in Section 6 of this Award Agreement, the RSUs described in this Award Agreement will vest as follows: (a)General Vesting. If your employment continues from the Grant Date until the third anniversary of the Grant Date, in this case [Vesting Date] (the "Vesting Date"), your 1 RSUs described in this Award Agreement will become 100% vested on the Vesting Date; or (b)Accelerated Vesting. Under the following circumstances, your RSUs described in this Award Agreement will become 100...% vested vest earlier than the Vesting Date: (i)If you Terminate because of your death or because due to a disability for which you become Disabled (as defined below), qualify for benefits under The Scotts Miracle-Gro Company's Long-term Disability Plan or another long-term disability plan sponsored by the Company ("Disabled"), your RSUs described in this Award Agreement will become 100% vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement. For purposes of this Award Agreement, "Disabled" means (A) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of your employer, or (C) you are determined to be totally disabled by the Social Security Administration or Railroad Retirement Board; Agreement; or (ii)If you Terminate for a reason other than Cause after reaching age 55 and completing at least 10 years of employment with the Company, its Affiliates and/or its Subsidiaries, your RSUs described in this Award Agreement will be deemed to become 100% vested as of the date of such event Vesting Date and will be settled in accordance with Section 4 of this Award Agreement. (iii)If you are involuntarily Terminated Terminate due to an involuntary Termination by the Company for a reason other without Cause no earlier than Cause, 180 days before the Vesting Date, your Termination will be deemed to have occurred on the Vesting Date such that the RSUs described in this Award Agreement will be deemed to become 100% vested as of the date of such Termination and will be settled in accordance with Section 4 of this Award Agreement. Vesting Date. View More

Vesting. Except as provided in Section 6 of this Award Agreement, the RSUs described in this Award Agreement will vest as follows: (a)General Vesting. If Your RSUs described in this Award Agreement will become 100% vested if your employment continues from the Grant Date until the third anniversary of the Grant Date, in this case [Vesting Date] (the "Vesting Date"), your 1 RSUs described and will be settled in this Award Agreement will become 100% vested on the Vesting Date; accordance with Section 4; or ...(b)Accelerated Vesting. Under the following circumstances, your RSUs described in this Award Agreement will become 100% vested vest earlier than the Vesting third anniversary of the Grant Date: (i)If you Terminate because of your death or because due to a disability for which you become Disabled (as defined below), qualify for benefits under Scotts Miracle-Gro Company's Long-term Disability Plan or another long-term disability plan sponsored by the Company ("Disabled"), your RSUs described in this Award Agreement will become 100% vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement. For purposes of this Award Agreement, "Disabled" means (A) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of your employer, or (C) you are determined to be totally disabled by the Social Security Administration or Railroad Retirement Board; or (ii)If Agreement; (ii) If you Terminate for a reason other than Cause after reaching age 55 and completing at least 10 years of employment with the Company, its Affiliates and/or its Subsidiaries, your RSUs described in this Award Agreement will be deemed to become 100% vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement; or (iii) If you Terminate due to an involuntary Termination by the Company without Cause no earlier than 180 days before the Vesting Date, your RSUs described in this Award Agreement will be deemed to become 100% vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement. (iii)If you are involuntarily Terminated by the Company for a reason other than Cause, your RSUs described in this Award Agreement will become 100% vested as of the date of such Termination and will be settled in accordance with Section 4 of this Award Agreement. View More

Vesting. Except as provided in Section 6 of this Award Agreement, the RSUs NSO described in this Award Agreement will vest as follows: (a)General Vesting. If your employment continues from the Grant Date until the third anniversary of the Grant Date, in this case [Vesting Date] (the "Vesting Date"), your 1 RSUs NSO described in this Award Agreement will vest (and become 100% vested exercisable) on the Vesting Date; or (b)Accelerated Vesting. Under the following circumstances, your RSUs the NSO described ...in this Award Agreement will become 100% vested vest earlier than the Vesting Date: (i)If you Terminate because of your death or because you become Disabled (as defined below), your RSUs NSO described in this Award Agreement will become 100% fully vested as of and expire on the date of such event and will be settled in accordance with Section 4 of this Award Agreement. Expiration Date. For purposes of this Award Agreement, "Disabled" means (A) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of your employer, or (C) you are determined to be totally disabled by the Social Security Administration or Railroad Retirement Board; or (ii)If you Terminate for a reason other than Cause after reaching age 55 and completing at least 10 years of employment with the Company, its Affiliates and/or its Subsidiaries, your RSUs NSO described in this Award Agreement will become 100% fully vested as of and expire on the date of such event and will be settled Expiration Date; or (iii)If there is a Change in accordance with Section 4 of this Award Agreement. (iii)If you are involuntarily Terminated by Control, your NSO may vest earlier. See the Company Plan for a reason other than Cause, your RSUs described in this Award Agreement will become 100% vested as of the date of such Termination and will be settled in accordance with Section 4 of this Award Agreement. further details. View More

Vesting. Except as provided in Section 6 of this Award Agreement, the RSUs described in this Award Agreement will vest as follows: (a)General Vesting. If your employment continues from the Grant Date until the third [Number] anniversary of the Grant Date, in this case [Vesting Date] [Date] (the "Vesting Date"), your 1 RSUs described in this Award Agreement will become 100% vested on the Vesting Date; or (b)Accelerated Vesting. Under the following circumstances, your RSUs described in this Award Agreement... will become 100% vested earlier than the Vesting Date: (i)If you Terminate because of your death or because you become Disabled (as defined below), your RSUs described in this Award Agreement will become 100% vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement. For purposes of this Award Agreement, "Disabled" means (A) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of your employer, or (C) you are determined to be totally disabled by the Social Security Administration or Railroad Retirement Board; or (ii)If you Terminate for a reason other than Cause after reaching age 55 [Number] and completing at least 10 [Number] years of employment with the Company, its Affiliates and/or its Subsidiaries, your RSUs described in this Award Agreement will become 100% vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement. (iii)If [(iii)If you are involuntarily Terminated Terminate due to an involuntary Termination by the Company for a reason other without Cause no earlier than Cause, [Number] days before the Vesting Date, your Termination will be deemed to have occurred on the Vesting Date such that the RSUs described in this Award Agreement will be deemed to become 100% vested as of the date [Vesting Date][date of such Termination termination and will be settled in accordance with Section 4 of this Award Agreement. Agreement].] [(c)Cause. For purposes of this Award Agreement, "Cause" means that Grantee has:(i) willfully and materially breached the terms of any employment agreement between the Grantee and the Company; 2 (ii) engaged in willful misconduct that has materially injured the business of the Company or any Subsidiary or Affiliate; (iii) willfully committed a material act of fraud or material breach of the Grantee's duty of loyalty to the Company or any Subsidiary or Affiliate; (iv) willfully and continually failed to attempt in good faith to perform the Grantee's duties hereunder (other than any such failure resulting from the Grantee's incapacity due to physical or mental illness), after written notice has been delivered to the Grantee by the Company, which notice specifically identifies the manner in which the Grantee has not attempted in good faith to perform his duties; or (v) been convicted, or plead guilty or nolo contendere for the commission of an act or acts constituting a felony under the laws of the United States or any state thereof. For purposes of subsections (i) - (iv) no act, or failure to act, on the Grantee's part shall be deemed "willful" unless, the Company reasonably determines, in good faith, that it was done, or omitted to be done, by the Grantee not in good faith and without reasonable belief that his act, or failure to act, was in the best interest of the Company or any Subsidiary or Affiliate.] View More

Vesting. Except as provided in Section 6 of this Award Agreement, the RSUs described in this Award Agreement will vest as follows: 4.Vesting Of RSUs. Except as provided in Section 7 of this Agreement, the RSUs described in this Agreement will vest as follows: (a)General Vesting. If your In general, the "Vesting Schedule" is as follows: i.If Participant's employment continues uninterrupted from the Grant Date until the first anniversary of the Grant Date, 8,166 of the RSUs described in this Agreement will... become vested; ii.If Participant's employment continues uninterrupted from Grant Date until the second anniversary of the Grant Date, an additional 8,166 of the RSUs described in this Agreement will become vested; and iii.If Participant's employment continues uninterrupted from the Grant Date until the third anniversary of the Grant Date, in this case [Vesting Date] (the "Vesting Date"), your 1 the final 16,333 of the RSUs described in this Award Agreement will become 100% vested on the Vesting Date; or vested. (b)Accelerated Vesting. Under the following circumstances, your any outstanding RSUs described in this Award Agreement not previously vested will become 100% vested earlier than as provided in the Vesting Date: Schedule: (i)If you Terminate because of your death or because you become Disabled (as defined below), your any outstanding RSUs described in this Award Agreement not previously vested will become 100% vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement. For purposes of this Award Agreement, "Disabled" means (A) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of your employer, or (C) you are determined to be totally disabled by the Social Security Administration or Railroad Retirement Board; or (ii)If you Terminate for a reason other than Cause after reaching age 55 and completing at least 10 years of employment with the Company, its Affiliates and/or its Subsidiaries, your any outstanding RSUs described in this Award Agreement not previously vested will become 100% vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement. Agreement; or (iii)If you are involuntarily Terminated by the Company for a reason other than Cause, your any outstanding RSUs described in this Award Agreement not previously vested will become 100% vested 2 as of the date of such Termination and will be settled in accordance with Section 4 of this Award Agreement. View More

Vesting. Except as provided in Section 6 of this Award Agreement, the RSUs described in this Award Agreement will vest as follows: 1 (a)General Vesting. If your employment continues from the Grant Date until the third anniversary of the Grant Date, in this case [Vesting Date] December 11, 2016 (the "Vesting Date"), your 1 RSUs described in this Award Agreement will become 100% vested on the Vesting Date; or (b)Accelerated Vesting. Under the following circumstances, your RSUs described in this Award Agree...ment will become 100% vested earlier than the Vesting Date: (i)If you Terminate because of your death or because you become Disabled (as defined below), your RSUs described in this Award Agreement will become 100% vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement. For purposes of this Award Agreement, "Disabled" means (A) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of your employer, or (C) you are determined to be totally disabled by the Social Security Administration or Railroad Retirement Board; or (ii)If you Terminate for because of an involuntary termination without Cause or a reason other than Cause after reaching age 55 voluntary termination with Good Reason (as "Cause" and completing at least 10 years of employment with "Good Reason" are defined in your Executive Severance Agreement, dated December 11, 2013, between you and the Company, its Affiliates and/or its Subsidiaries, Scotts Company LLC, as it may be amended from time to time (the "Executive Severance Agreement"), your RSUs described in this Award Agreement will become 100% vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement. (iii)If you are involuntarily Terminated by (iii)Subject to Section 17 of the Company for Plan, in the event of a reason other than Cause, Change in Control, your RSUs described in this Award Agreement will become 100% vested as of the date of such Termination event and will be settled in accordance with Section 4 4(d) of this Award Agreement. View More