Vesting Clause Example with 5 Variations from Business Contracts
This page contains Vesting clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Vesting. Except as otherwise provided in Section 3 hereof, this RSU Award shall vest, as follows: (a) On , 2018 (the "Vesting Date"), this RSU Award shall vest in full, provided that the Participant remains continuously employed by the Company or a Subsidiary beginning on the Date of Grant and ending on the Vesting Date. Except as otherwise provided by Section 2(b), 2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the Vesting Date, this RSU Award... shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the "Restriction Period." (b) Upon (i) the Termination of the Participant's employment without Cause, or (ii) the death or Disability of the Participant during the Restriction Period and prior to any termination of the Participant's employment with the Company or any Subsidiary, a portion of the RSU Award shall vest, which portion shall equal the number of Restricted Stock Units covered by this Agreement multiplied by a fraction, the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and the denominator of which shall be the total number of days in the Restriction Period. The remaining portion of this RSU Award shall immediately be forfeited. (c) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall vest. Any such action by the Committee must be made in writing prior to the effective date of the Participant's retirement. Any Restricted Stock Units associated with this RSU Award as to which the vesting requirement of this Section 2 has been satisfied shall be payable in accordance with Section 5 hereof.View More
Variations of a "Vesting" Clause from Business Contracts
Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, this RSU Award shall vest, to the extent that the Performance Goals are satisfied as follows: (a) On , 2018 (the "Vesting Date"), this RSU Award shall vest provided in full, Schedule A, and (ii) except as otherwise provided that in Sections 2(c), 2(d) or 3 hereof, if the Participant remains contin...uously employed by the Company or a Subsidiary beginning on until the Date end of Grant and ending on the Vesting Date. Performance Period. (b) Except as otherwise provided by Section 2(b), 2(c) Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the Vesting Date, end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the "Restriction Period." (b) (c) Upon (i) the Termination of the Participant's employment without Cause, or (ii) the Disability or death or Disability of the Participant during the Restriction Period and prior to any termination of the Participant's employment with the Company or any Subsidiary, a portion the number of the Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units covered by this Agreement that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (c) (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall vest. be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant's retirement. Any Restricted Stock Units associated with portion of this RSU Award as to which the vesting requirement requirements of this Section 2 has have been satisfied shall be payable in accordance with Section 5 hereof. -2- 3. Accelerated Vesting. Notwithstanding anything in this Agreement to the contrary (but subject to compliance with the provisions of Section 18 hereof and except as may otherwise be provided in Section 25 hereof), if the Participant is terminated by the Company or a Subsidiary as an employee, or if the Participant terminates such employment for Good Reason, in each case within 12 months following a Change in Control and within the Restriction Period, then without regard to the extent to which the Performance Goals are achieved, a portion of the target-level number of Restricted Stock Units represented hereby shall vest and be payable in accordance with Section 5 hereof, which portion shall equal such number of Restricted Stock Units multiplied by a fraction, the numerator of which shall be the number of days of the Performance Period that have elapsed as of such Change in Control (or, in the case of a termination of employment for Good Reason, as of the date of such termination), and the denominator of which shall be the total number of days in the Performance Period. For purposes of this Section 3, it will have been assumed that all of the performance-based vesting requirements have been achieved at the target, or 100% level, as provided on Schedule A attached hereto. View More
Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, this RSU Award shall vest, to the extent that the Performance Goals are satisfied as follows: (a) On , 2018 (the "Vesting Date"), this RSU Award shall vest provided in full, Schedule A, and (ii) except as otherwise provided that in Sections 2(c), 2(d) or 3 hereof, if the Participant remains contin...uously employed by the Company or a Subsidiary beginning on until the Date end of Grant and ending on the Vesting Date. Performance Period. (b) Except as otherwise provided by Section 2(b), 2(c) Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the Vesting Date, end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the "Restriction Period." (b) (c) Upon (i) the Termination of the Participant's employment without Cause, or (ii) the Disability or death or Disability of the Participant during the Restriction Period and prior to any termination of the Participant's employment with the Company or any Subsidiary, a portion the number of the Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units covered by this Agreement that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (c) (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall vest. be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant's retirement. Any Restricted Stock Units associated with portion of this RSU Award as to which the vesting requirement requirements of this Section 2 has have been satisfied shall be payable in accordance with Section 5 hereof. -2- 3. Accelerated Vesting. Notwithstanding anything in this Agreement to the contrary (but subject to compliance with the provisions of Section 18 hereof and except as may otherwise be provided in Section 25 hereof), if the Participant is terminated by the Company or a Subsidiary as an employee, or if the Participant terminates such employment for Good Reason, in each case within 12 months following a Change in Control and within the Restriction Period, then without regard to the extent to which the Performance Goals are achieved, a portion of the Restricted Stock Units represented hereby shall vest and be payable in accordance with Section 5 hereof, which portion shall equal such number of Restricted Stock Units multiplied by a fraction, the numerator of which shall be the number of days of the Performance Period that have elapsed as of such Change in Control (or, in the case of a termination of employment for Good Reason, as of the date of such termination), and the denominator of which shall be the total number of days in the Performance Period. For purposes of this Section 3, it will have been assumed that all of the performance-based vesting requirements have been achieved at the target, or 100% level, as provided on Schedule A attached hereto. View More
Vesting. Except (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as otherwise provided in Section 3 hereof, this RSU Award shall vest, to the extent that the Performance Goals are satisfied as follows: (a) On , 2018 (the "Vesting Date"), this RSU Award shall vest provided in full, Schedule A, and (ii) except as otherwise provided that in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or ...a Subsidiary beginning on until the Date end of Grant and ending on the Vesting Date. Performance Period. (b) Except as otherwise provided by Section 2(b), 2(c) Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the Vesting Date, end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the "Restriction Period." (b) (c) Upon (i) the Termination of the Participant's employment without Cause, or (ii) the Disability or death or Disability of the Participant during the Restriction Period and prior to any termination of the Participant's employment with the Company or any Subsidiary, a portion the number of the Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units covered by this Agreement that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (c) (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall vest. be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant's retirement. Any Restricted Stock Units associated with portion of this RSU Award as to which the vesting requirement requirements of this Section 2 has have been satisfied shall be payable in accordance with Section 5 hereof. -2- 3. Accelerated Vesting. Notwithstanding anything in this Agreement to the contrary (but subject to compliance with the provisions of Section 18 hereof), if the Participant is terminated by the Company or a Subsidiary as an employee, or if the Participant terminates such employment for Good Reason, in each case within 12 months following a Change in Control and within the Restriction Period, then without regard to the extent to which the Performance Goals are achieved, a portion of the target-level number of Restricted Stock Units represented hereby shall vest and be payable in accordance with Section 5 hereof, which portion shall equal such number of Restricted Stock Units multiplied by a fraction, the numerator of which shall be the number of days of the Performance Period that have elapsed as of such Change in Control (or, in the case of a termination of employment for Good Reason, as of the date of such termination), and the denominator of which shall be the total number of days in the Performance Period. For purposes of this Section 3, it will have been assumed that all of the performance-based vesting requirements have been achieved at the target, or 100% level, as provided on Schedule A attached hereto. View More
Vesting. Except (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as otherwise provided in Section 3 hereof, this RSU Award shall vest, to the extent that the Performance Goals are satisfied as follows: (a) On , 2018 (the "Vesting Date"), this RSU Award shall vest provided in full, Schedule A, and (ii) except as otherwise provided that in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or ...a Subsidiary beginning on until the Date end of Grant and ending on the Vesting Date. Performance Period. (b) Except as otherwise provided by Section 2(b), 2(c) Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the Vesting Date, end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the "Restriction Period." (b) (c) Upon (i) the Termination of the Participant's employment without Cause, or (ii) the Disability or death or Disability of the Participant during the Restriction Period and prior to any termination of the Participant's employment with the Company or any Subsidiary, a portion the number of the Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units covered by this Agreement that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (c) (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall vest. be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant's retirement. Any Restricted Stock Units associated with portion of this RSU Award as to which the vesting requirement requirements of this Section 2 has have been satisfied shall be payable in accordance with Section 5 hereof. -2- 3. Accelerated Vesting. Notwithstanding anything in this Agreement to the contrary (but subject to compliance with the provisions of Section 18 hereof), if the Participant is terminated by the Company or a Subsidiary as an employee, or if the Participant terminates such employment for Good Reason, in each case within 12 months following a Change in Control and within the Restriction Period, then without regard to the extent to which the Performance Goals are achieved, a portion of the Restricted Stock Units represented hereby shall vest and be payable in accordance with Section 5 hereof, which portion shall equal such number of Restricted Stock Units multiplied by a fraction, the numerator of which shall be the number of days of the Performance Period that have elapsed as of such Change in Control (or, in the case of a termination of employment for Good Reason, as of the date of such termination), and the denominator of which shall be the total number of days in the Performance Period. For purposes of this Section 3, it will have been assumed that all of the performance-based vesting requirements have been achieved at the target, or 100% level, as provided on Schedule A attached hereto. View More
Vesting. Except (a) The Restricted Stock Units under this RSU Award shall vest only (i) except as otherwise provided in Section 3 hereof, this RSU Award shall vest, to the extent that the Performance Goals are satisfied as follows: (a) On , 2018 (the "Vesting Date"), this RSU Award shall vest provided in full, Schedule A, and (ii) except as otherwise provided that in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary beginning on until the Dat...e end of Grant and ending on the Vesting Date. Performance Period. (b) Except as otherwise provided by Section 2(b), 2(c) Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the Vesting Date, end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the "Restriction Period." (b) (c) Upon (i) the Termination of the Participant's employment without Cause, or (ii) the Disability or death or Disability of the Participant during the Restriction Period and prior to any termination of the Participant's employment with the Company or any Subsidiary, a portion the number of the Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units covered by this Agreement that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (c) (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall vest. be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant's retirement. Any Restricted Stock Units associated with portion of this RSU Award as to which the vesting requirement requirements of this Section 2 has have been satisfied shall be payable in accordance with Section 5 hereof. View More
