Grouped Into 292 Collections of Similar Clauses From Business Contracts
This page contains Vesting clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Vesting. If the Recipient remains in an employment, contractual or other service relationship with the Company ("Relationship") as of the "Vesting Date" specified in the Customizing Information, and the Recipient as of such date is not in violation of any confidentiality, inventions and/or non-competition agreement with the Company, the PUs shall vest on such date. For the avoidance of doubt, except as otherwise provided pursuant to the terms of the Plan and the next paragraph, if the Recipient's Relatio...nship with the Company is terminated by the Company or by the Recipient for any reason, whether voluntarily or involuntarily, no PUs granted pursuant to this Performance Unit Agreement shall vest under any circumstances on and after the date of such termination. Notwithstanding the preceding paragraph, if the Recipient terminates employment after the end of the Performance Period and on or after attaining age fifty-five (55) and completing ten (10) Years of Credited Service, the Recipient shall become fully vested in the PUs, which shall nevertheless not be delivered until the Vesting Date, as long as the Recipient as of the date of delivery is not in violation of any confidentiality, inventions and/or non-competition agreement with the Company. For this purpose, a Recipient shall be treated as having terminated from employment if he satisfies the definition of Termination of Employment under the Iron Mountain Incorporated Executive Deferred Compensation Plan, and Years of Credited Service shall be as determined pursuant to and for purposes of The Iron Mountain Companies 401(k) Plan. For purposes of this Section 3, the term "Company" refers to the Company and all Subsidiaries.View More
Vesting. (a) In General. If the Recipient remains in an employment, contractual or other service relationship with the Company ("Relationship") as of the "Vesting Date" specified in the Customizing Information, and the Recipient as of such date is not in violation of any confidentiality, inventions and/or non-competition agreement with the Company, the PUs shall vest on such date. For the avoidance of doubt, except as otherwise provided pursuant to the terms of the Plan and the next paragraph, Section 3(...b), if the Recipient's Relationship with the Company is terminated by the Company or by the Recipient for any reason, whether voluntarily or involuntarily, no PUs granted pursuant to this Performance Unit Agreement shall vest under any circumstances on and after the date of such termination. (b) Retirement Provision. Notwithstanding the preceding paragraph, Section 3(a), if the Recipient terminates employment after the end of the Performance Period and on or after attaining age fifty-five (55) and completing ten (10) Years of Credited Service, the Recipient shall become vested in his or her PUs in accordance with the following schedule: Date Relationship Terminates Vesting Percentage On or after first (1st) anniversary of Grant Date 33.3 % On or after second (2nd) anniversary of Grant Date 66.6 % On or after third (3rd) anniversary of Grant Date 100 % In the event a Recipient becomes partially or fully vested under this Section 3(b), in the PUs, which no event shall nevertheless not any PUs vested as a result of this Section 3(b) be delivered until the Vesting Date, nor shall any PUs vested as long as a result of this Section 3(b) be delivered if the Recipient as of the date of delivery is not in violation of any confidentiality, inventions and/or non-competition agreement with the Company. For purposes of this purpose, Section 3(b), a Recipient shall be treated as having terminated from employment if he satisfies the definition of Termination of Employment under the Iron Mountain Incorporated Executive Deferred Compensation Plan, and Years of Credited Service shall be calculated on the same basis as determined pursuant to and for purposes "Years of Credited Service" under The Iron Mountain Companies 401(k) Plan. Plan or any successor thereto. (c) Committee Discretion. In the event the Relationship is terminated for any reason and except as otherwise provided in Section 3(b), (i) the Recipient's right to vest in any PUs will, except as provided in Section 9(c) of the Plan, terminate as of the date of the termination of the Relationship (and will not be extended by any notice period mandated under local law) and (ii) the Committee shall have the exclusive discretion to determine when the Relationship has terminated for purposes of this PU (including when the Recipient is no longer considered to be providing active service while on a leave of absence). (d) Special Definition of Company. For purposes of this Section 3, the term "Company" refers to the Company and all Subsidiaries. as defined in the last sentence of Section 1 of the Plan. View More
Vesting. (a) The shares of Common Stock subject to the Option shall vest on the third anniversary of the Date of Grant (the "Vesting Date"); provided that the Executive remains in continuous employment with the Company or an Affiliate thereof through, and has not given or received a notice of termination of such employment as of, the Vesting Date. (b) Except as set forth in Section 2(c) below, if the Executive's employment is terminated for any reason prior to the Vesting Date, (i) this Award Agreement s...hall terminate and all rights of the Executive with respect to Options that have not vested shall immediately terminate, (ii) any such unvested Options shall be forfeited without payment of any consideration, and (iii) neither the Executive nor any of the Executive's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested Options. (c) If the Executive's employment is terminated on or after the second anniversary of the Date of Grant and prior to the Vesting Date by the Company without Cause or because of the Executive's death or Disability (each, a "Qualifying Termination"), the Option shall immediately vest.View More
Vesting. (a) The shares of Common Stock subject to the Option shall vest in equal annual installments on each of the third anniversary first three (3) anniversaries of the Date of Grant (the (each, a "Vesting Date"); provided that the Executive remains in continuous employment with the Company or an Affiliate thereof through, and has not given or received a notice of termination of such employment as of, the applicable Vesting Date. (b) Except as set forth in Section 2(c) below, if the Executive's employ...ment is terminated for any reason prior to the final Vesting Date, (i) this Award Agreement shall terminate and all rights of the Executive with respect to Options that have not vested shall immediately terminate, (ii) any such unvested Options shall be forfeited without payment of any consideration, and (iii) neither the Executive nor any of the Executive's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested Options. (c) If the Executive's employment is terminated on or after the second anniversary of the Date of Grant and prior to the final Vesting Date either (i) by the Company without Cause Cause, (ii) by the Executive for Good Reason or because (iii) as a result of the Executive's death or Disability (each, a "Qualifying Termination"), the portion of the Option that would have vested on the next Vesting Date had the Executive remained in employment with the Company shall immediately vest. 1 3. Timing of Exercise. Following the vesting of the Option as set forth in Section 2 hereof, the Executive may exercise all or any portion of such vested Option at any time prior to the earliest to occur of:(a) The 10th anniversary of the Date of Grant; (b) The 1st anniversary of the date of a Qualifying Termination; (c) 90 days following the Executive's termination of employment with the Company and its Affiliates as a result of a voluntary termination by Executive other than for Good Reason; and(d) The close of business on the last business day immediately prior to the date of the Executive's (A) termination of employment by the Company for Cause or (B) breach of any restrictive covenants set forth in any agreement or other arrangement between the Executive and the Company or any of its Affiliates.4. Method of Exercise. The Executive may exercise all or any portion of the Option by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be exercised. Unless otherwise determined by the Administrator, the payment of the aggregate exercise price of the shares of Common Stock being exercised shall be satisfied through a cashless exercise procedure pursuant to which the Company will withhold a number of shares of Common Stock otherwise issuable upon exercise of the Option with a Fair Market Value equal to the aggregate exercise price. View More
Vesting. Subject to the conditions and limitations contained herein, your Award shall vest on the Vesting Date as provided in your Grant Notice, provided that vesting shall cease upon the termination of your Continuous Service except as otherwise stated herein. (a) VESTING DURING SEVERANCE PERIOD. If you are eligible for severance under a Company severance plan that provides for continued vesting and the date your Continuous Service terminates is at least 12 months after the Date of Grant set forth in th...e Grant Notice, your Award will continue to vest as if you had remained in Continuous Service during the severance period under the applicable severance plan. (b) RETIREMENT. In the event of your Retirement (as defined below) that occurs at least 12 months after the Date of Grant set forth in the Grant Notice, your Award will continue to vest as if you remained in Continuous Service through the vesting date set forth in the Grant Notice. Solely for purposes of Section 1(b), "Retirement" shall mean your termination of Continuous Service for any reason (other than due to your misconduct as determined by the Company in its sole discretion) after you have (i) attained age 60 and completed at least five (5) years of Continuous Service or (ii) attained age 55 and completed at least ten (10) years of Continuous Service. (c) DISABILITY OR DEATH. In the event you separate from service due to Disability or you die, you will receive full vesting acceleration of your Award.View More
Vesting. Subject to the conditions and limitations contained herein, your Award shall vest on the Vesting Date as provided in your Grant Notice, provided that vesting shall cease upon the termination of your Continuous Service except as otherwise stated herein. (a) VESTING DURING SEVERANCE PERIOD. Vesting During Severance Period. If you are eligible for severance under a Company severance plan that provides for continued vesting vesting, and the date your Continuous Service terminates is at least 12 mont...hs after the Date of Grant set forth in the Grant Notice, of this Award, your Award will continue to vest as if you had remained in Continuous Service during the severance period under the applicable severance plan. (b) RETIREMENT. Retirement. In the event you qualify for early retirement (i.e., at least 60 years old with five years of Continuous Service) or normal retirement (i.e., at least 55 years old with 10 years of Continuous Service), and the date your Retirement (as defined below) that occurs Continuous Service terminates is at least 12 months after the Date of Grant set forth in the Grant Notice, of this Award, your Award will continue to vest and become exercisable as if you had remained in Continuous Service through each of the respective vesting date dates set forth in the Grant Notice. Solely for purposes Notice and shall remain exercisable through the seventh (7th) anniversary of the Date of Grant of this Award subject to Section 1(b), "Retirement" shall mean your termination 8(a) of Continuous Service for any reason (other than due to your misconduct as determined by the Company in its sole discretion) after you have (i) attained age 60 and completed at least five (5) years of Continuous Service Plan. (c) Disability or (ii) attained age 55 and completed at least ten (10) years of Continuous Service. (c) DISABILITY OR DEATH. Death. In the event you separate from service your Continuous Service terminates due to Disability or you die, you death, your Award will receive full vesting acceleration of your Award. immediately accelerate in full. View More
Vesting. (a) The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein, the PSUs will vest and become nonforfeitable on the date the Committee certifies the achievement of the Performance Goals in accordance with paragraph 3(b), subject to the achievement of the minimum threshold Performance Goals for payout set forth in Exhibit A attached hereto. The number of PSUs that vest and become payable under this Agreement shall be determined by the Committee based on the level of a...chievement of the Performance Goals set forth in Exhibit A. (b) Except as otherwise expressly provided in this paragraph 4, if the Grantee's Termination of Service occurs for any reason prior to the end of the Performance Period, the Grantee shall forfeit all PSUs granted with respect to the Performance Period and neither the Company nor any Related Corporation shall have any further obligations to the Grantee under this Agreement. (c) If the Grantee's Termination of Service occurs as a result of the Grantee's death or disability, or termination by the Company or a Related Corporation without Cause (or, if the Grantee's employment agreement so provides, the voluntary termination by the Grantee for Good Reason) prior to the end of the Performance Period, the Grantee will vest on such date in a pro rata portion of the Target Award calculated by multiplying the Target Award by a fraction, the numerator of which equals the number of days that the Grantee was employed during the Performance Period and the denominator of which equals the total number of days in the Performance Period. (d) Upon the occurrence of a Change in Control during the Performance Period, if the Committee makes a good faith determination that an Alternative Award (as defined in Section 14 of the Plan) has not been granted by the acquirer, the Performance Period shall end and the Grantee shall be deemed to have earned a pro rata portion of the Target Award calculated by multiplying the Target Award by a fraction, the numerator of which equals the number of days that have elapsed during the Performance Period as of the date of the Change in Control and the denominator of which equals the total number of days in the Performance Period. (f) Upon a Change in Control during the Performance Period, if the Committee makes a good faith determination that an Alternative Award has been granted by the acquirer, the Alternative Award shall continue to vest in accordance with this paragraph 4.View More
Vesting. (a) The PSUs are subject to forfeiture until they vest. Except as otherwise provided herein, the PSUs will vest and become nonforfeitable on the date the Committee certifies the achievement of the Performance Goals in accordance with paragraph 3(b), subject to the achievement of the minimum threshold Performance Goals for payout set forth in Exhibit A attached hereto. The number of PSUs that vest and become payable under this 1 Agreement shall be determined by the Committee based on the level of... achievement of the Performance Goals set forth in Exhibit A. (b) Except as otherwise expressly provided in this paragraph 4, Agreement, if the Grantee's Termination of Service occurs for any reason prior to the end of the Performance Period, the Grantee shall forfeit all PSUs granted with respect to the Performance Period and neither the Company nor any Related Corporation shall have any further obligations to the Grantee under this Agreement. (c) If Notwithstanding the foregoing, if the Grantee's Termination of Service occurs as a result of the Grantee's death or disability, or termination by the Company or a Related Corporation without Cause (or, if the Grantee's employment agreement so provides, the voluntary termination by the Grantee for Good Reason) disability prior to the end of the Performance Period, the Grantee will vest on such date in a pro rata portion of the Target Award calculated by multiplying the Target Award by a fraction, the numerator of which equals the number of days that the Grantee was employed during the Performance Period and the denominator of which equals the total number of days in the Performance Period. (d) Upon (c) Subject to Subsection 13(d) and Section 14 of the Plan, upon the occurrence of a Change in Control during the Performance Period, if the Committee makes a good faith determination that an Alternative Award (as defined in Section 14 of the Plan) has not been granted by the acquirer, the Performance Period shall end and the Grantee shall be deemed to have earned an award equal to a pro rata pro-rata portion of the Target Award calculated by multiplying the Target Award by a fraction, the numerator of which equals the number of days that have elapsed during Grantee's target award opportunity for the Performance Period based on the portion of the Performance Period which has been completed as of the date of the Change in Control and the denominator of which equals the total number of days in the Performance Period. (f) Upon a Change in Control during the Performance Period, if the Committee makes a good faith determination that an Alternative Award has been granted by the acquirer, the Alternative Award shall continue to vest in accordance with this paragraph 4. Control. View More
Vesting. (a) Vesting Schedule. Subject to the terms and conditions set forth in this Agreement and the Plan (and your continued service on each Vesting Date), the RSUs will vest as follows: one-half of the grant on each of the first and second anniversaries of the Date of Grant. Any fractional RSU resulting from the application of the vesting schedule shall be aggregated and the RSU resulting from such aggregation shall vest on the final Vesting Date. (b) Termination of Service. After your service to the... Company or its Affiliates terminates for any reason, subject always to any terms and conditions in the Plan or this Agreement, vesting of your RSUs immediately stops and the RSUs that are not vested as of the date your service to the Company or its Affiliates terminates shall be forfeited immediately. (c) Change of Control. Subject to your continued employment or service on the date of a Change of Control, vesting of the RSUs that are unvested as of the Change of Control is as follows: 100% of the unvested RSUs will become fully vested on the consummation of the Change of Control.View More
Vesting. (a) Vesting Schedule. Subject to the terms and conditions set forth in this Agreement and the Plan (and your continued employment or service on each Vesting Date), the RSUs will vest as follows: one-half one-third of the grant on each of the first second, third and second fourth anniversaries of the Date of Grant. Grant (each such date, a "Vesting Date"). Any fractional RSU resulting from the application of the vesting schedule shall be aggregated and the RSU resulting from such aggregation shal...l vest on the final Vesting Date. (b) Termination of Employment or Service. After your service to the Company or its Affiliates terminates for any reason, subject always to any terms and conditions in the Plan or this Agreement, vesting of your RSUs immediately stops and the RSUs that are not vested as of the date your service to the Company or its Affiliates terminates shall be forfeited immediately. Notwithstanding the preceding sentence, if your employment is terminated by the Company without Cause (and other than due to death or disability) or if you resign for Good Reason (as used in this Agreement, "Cause" and "Good Reason" shall have the meanings defined in your employment agreement with Pacific Drilling Manpower, Inc., effective November 19, 2018 (the "Employment Agreement")), then your RSUs which were scheduled to vest in the next twelve months shall vest upon such termination or resignation; provided that if such termination or resignation is prior to the second anniversary of the Date of Grant, then one third of your RSUs shall vest. (c) Change of Control. (i) Subject to your continued employment or service on the date of a Change of Control, vesting of the RSUs that are unvested as of the Change of Control is as follows: 100% of the unvested RSUs will become fully vested on the first anniversary of the consummation of the Change of Control. Control, provided that, if you are terminated by your employer without Cause or you terminate your employment for Good Reason on or after the Change of Control and prior to the first anniversary of such Change of Control, then 100% of the unvested RSUs will become fully vested on the date of such termination. (ii) If your employment is terminated by your employer without Cause and such termination occurs after the entry into a signed definitive agreement which if consummated would constitute a Change of Control, then the RSUs shall remain outstanding until the date of such Change of Control and will become fully vested on the date of such Change of Control (for the avoidance of doubt only if such Change of Control occurs). View More
Vesting. The Annual Benefit shall be payable with respect to a Unit Award under any of the following circumstances: 5.1.1The Participant continues to be employed by the Company through the fourth anniversary of the Grant Date for such Unit Award; 5.1.2The Participant continues to be employed by the Company through the later of (i) the Participant's 65th birthday or (ii) the second anniversary of the Grant Date for such Unit Award; 5.1.3The Participant dies while an employee of the Company and its Subsidi...aries or incurs a Disability while an employee of the Company and its Subsidiaries; or 5.1.4A Change in Control Event occurs while the Participant is employed by the Company. If the Participant's Termination Date occurs before the Participant satisfies the requirements for payment of the Annual Benefit as provided in Sections 5.1.1 through 5.1.4, the Participant is deemed to have had an "Early Termination Date" with respect to such Unit Award. If the Participant has an Early Termination Date, (i) the Annual Benefit shall not be payable with respect to the Unit Award, and (ii) the payment (if any) with respect to the Unit Award shall be the amount (if any) determined under Section 5.2. 5.2Forfeiture or Lump Sum Payment. If a Participant's Early Termination Date occurs before the date that is 13 months after the Grant Date with respect to a Unit Award, the Unit Award is forfeited and no payment shall be made to the Participant with respect to the Unit Award. If a Participant's Early Termination Date occurs on or after the date that is 13 months after the Grant Date with respect to a Unit Award, the Participant shall be entitled to a lump sum payment equal to the lesser of (x) $50,0000 or (y) the product of $12,500 times the number of full years of service completed between the Grant Date and the Termination Date. Such payment shall be made on the first day of the seventh month following the Participant's Termination Date. 5.2.1The following hypothetical example illustrates the calculation of the lump sum payment. For purposes of the hypothetical, assume the Participant has a Termination Date before reaching age 65 and after completing three full years of service after the Grant Date. Since the Termination Date was before the Participant satisfied the requirements for payment of the Annual Benefit, it was an Early Termination Date. Therefore, the Annual Benefit is not payable, and the Participant is entitled to a lump sum benefit of $37,500.View More
Vesting. The Annual Benefit shall be payable with respect to a Unit Award under any of the following circumstances: 5.1.1The Participant continues to be employed by the Company through the fourth anniversary of the Grant Date for such Unit Award; 5.1.2The Participant continues to be employed by the Company through the later of (i) the Participant's 65th birthday or (ii) the second anniversary of the Grant Date for such Unit Award; 5.1.3The Participant dies while an employee of the Company and its Subsidi...aries or incurs a Disability while an employee of the Company and its Subsidiaries; or OMM_US:75036261.10 5.1.4A Change in Control Event occurs while the Participant is employed by the Company. If the Participant's Termination Date occurs before the Participant satisfies the requirements for payment of the Annual Benefit as provided in Sections 5.1.1 through 5.1.4, the Participant is deemed to have had an "Early Termination Date" with respect to such Unit Award. If the Participant has an Early Termination Date, (i) the Annual Benefit shall not be payable with respect to the Unit Award, and (ii) the payment (if any) with respect to the Unit Award shall be the amount (if any) determined under Section 5.2. 5.2Forfeiture or Lump Sum Payment. If a Participant's Early Termination Date occurs before the date that is 13 months after the Grant Date with respect to a Unit Award, the Unit Award is forfeited and no payment shall be made to the Participant with respect to the Unit Award. If a Participant's Early Termination Date occurs on or after the date that is 13 months after the Grant Date with respect to a Unit Award, Award: 5.2.1If the Unit Award was made before June 1, 2020, the Participant shall be entitled to a lump sum payment equal to the lesser of (x) $50,0000 or (y) the product of $12,500 times the number of full years of service completed between the Grant Date and the Termination Date. Such 5.2.2 If the Unit Award was made on or after June 1, 2020, the Participant shall be entitled to a lump sum payment equal to the lesser of (x) $25,0000 or (y) the product of $6,250 times the number of full years of service completed between the Grant Date and the Termination Date. 5.2.3The payment determined under Section 5.2.1 or Section 5.2.2 shall be made on the first day of the seventh month following the Participant's Termination Date. 5.2.1The 5.2.4The following hypothetical example illustrates the calculation of the lump sum payment. For purposes of the hypothetical, assume the Participant has a Termination Date before reaching age 65 and after completing three full years of service after the Grant Date. Since the Termination Date was before the Participant satisfied the requirements for payment of the Annual Benefit, it was an Early Termination Date. Therefore, the Annual Benefit is not payable, and the Participant is entitled to either (x) for a Unit Award made before June 1, 2020, a lump sum benefit of $37,500. $37,500, or (y) for a Unit Award made on or after June 1, 2020, a lump sum benefit of $18,750. View More
Vesting. Subject to the limitations contained herein, the RSUs shall vest as provided in the Grant Notice, provided that vesting shall cease upon the termination of the Participant's Service. Any RSUs that have not vested shall be forfeited upon termination of Service.
Vesting. Subject to the limitations contained herein, the RSUs shall vest as provided in the Grant Notice, Notice of Grant, provided that vesting shall cease upon the termination Grantee's Termination of the Participant's Service. Any RSUs that have not vested shall be forfeited upon termination Grantee's Termination of Service.
Vesting. Subject to the limitations contained herein, herein and under applicable law, including the rules of any stock exchange upon which the Shares are listed, the RSUs shall vest as provided in the Grant Notice, provided that vesting shall cease upon the termination of the Participant's Service. Any RSUs that have not vested shall be forfeited upon termination of Service.
Vesting. Except as provided in Sections 3 and 4 below, the Cash Award shall vest on March 24, 2022, if the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively, the "Employer") on such date (the "Vesting Date"):3. Termination of Employment. (a) Except as described below, if the Grantee ceases to be employed by the Employer for any reason prior to the Vesting Date, the unvested Cash Award shall be forfeited as of the termination date and shall cease to be outstan...ding. (b) Subject to Section 4 below, if, prior to the Vesting Date, the Grantee ceases to be employed by the Employer (x) on account of death or Long-Term Disability (as defined below), or (y) after ten months following the Date of Grant, on account of Involuntary Termination (as defined below), the Grantee shall vest in a pro-rated portion of the granted Cash Award in accordance with this Section 3(b), provided such vesting does not result in a violation of any age discrimination or other applicable law. The pro-rated portion shall be determined by multiplying the amount of the Cash Award by a fraction, the numerator of which is the number of calendar months in the period starting with (i) the first calendar month following the month in which the Date of Grant occurs through (ii) the calendar month in which the Involuntary Termination date occurs, with such final calendar month counting as a full month, and the denominator of which is 24. The pro-rated Cash Award shall be paid within 60 days after the Grantee's termination date, as described in Section 7. The unvested Cash Award, if any, shall be forfeited as of the termination date and shall cease to be outstanding. (c) If the Grantee ceases to be employed by the Employer on account of Cause (as defined below), the unpaid Cash Award (vested or unvested) shall be forfeited as of the termination date and shall cease to be outstanding.4. Change in Control Involuntary Termination. Notwithstanding Section 3 above, if the Grantee has an Involuntary Termination upon or within two years after a Change in Control (as defined below), and prior to the Vesting Date, the Grantee's outstanding Cash Award shall become fully vested and shall be paid within 60 days after such Involuntary Termination, as described in Section 7. If the Grantee has a Change in Control Severance Agreement with the Company ("Change in Control Agreement"), on and after a Change in Control, the term "Involuntary Termination" shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately preceding sentence, if and to the extent that these Grant Conditions conflict with the terms of the Change in Control Agreement or any employment agreement between the Company and the Grantee, these Grant Conditions shall supersede the provisions of the Change in Control Agreement and employment agreement applicable to vesting of cash 3awards on and after a Change in Control, notwithstanding anything in the Change in Control Agreement or employment agreement to the contrary.5. Definitions. For purposes of these Grant Conditions and the Grant Letter:(a) "Cause" shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer's Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or non-solicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee's duties with the Employer. (b) "Change in Control" shall have the meaning ascribed to the term on Attachment 1, the terms of which are incorporated herein. (c) "Company Trade Secrets" shall have the meaning ascribed to the term on Attachment 1, the terms of which are incorporated herein. (d) "Confidential Information" shall have the meaning ascribed to the term on Attachment 1, the terms of which are incorporated herein. (e) "Injurious Conduct" shall have the meaning ascribed to the term on Attachment 1, the terms of which are incorporated herein. (f) "Involuntary Termination" shall mean the Employer's termination of the Grantee's employment other than for Cause. (g) "Long-Term Disability" shall mean the Grantee is receiving long-term disability benefits under the Employer's long-term disability plan.View More
Vesting. Except as provided in Sections 3 and 4 below, the Cash Award shall vest on March 24, 2022, April 1, 2023, if the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively, the "Employer") on such date (the "Vesting Date"):3. Termination Date"):3.Termination of Employment. (a) Except (a)Except as described below, if the Grantee ceases to be employed by the Employer for any reason prior to the Vesting Date, the unvested Cash Award shall be forfeited as of the ...termination date and shall cease to be outstanding. (b) Subject (b)Subject to Section 4 below, if, prior to the Vesting Date, the Grantee ceases to be employed by the Employer (x) on account of death or Long-Term Disability (as defined below), or (y) after ten months following the Date of Grant, on account of Involuntary Termination (as defined below), the Grantee shall vest in a pro-rated portion of the granted Cash Award in accordance with this Section 3(b), provided such vesting does not result in a violation of any age discrimination or other applicable law. The pro-rated portion shall be determined by multiplying the amount of the Cash Award by a fraction, the numerator of which is the number of calendar months in the period starting with (i) the first calendar month following the month in which the Date of Grant occurs through (ii) the calendar month in which the Involuntary Termination date occurs, with such final calendar month counting as a full month, and the denominator of which is 24. The pro-rated Cash Award shall be paid within 60 days after the Grantee's termination date, as described in Section 7. The unvested Cash Award, if any, shall be forfeited as of the termination date and shall cease to be outstanding. (c) If (c)If the Grantee ceases to be employed by the Employer on account of Cause (as defined below), the unpaid Cash Award (vested or unvested) shall be forfeited as of the termination date and shall cease to be outstanding.4. Change in Control Involuntary Termination. Notwithstanding Section 3 above, if the Grantee has an Involuntary Termination upon or within two years after a Change in Control (as defined below), and prior to the Vesting Date, the Grantee's outstanding Cash Award shall become fully vested and shall be paid within 60 days after such Involuntary Termination, as described in Section 7. If the Grantee has a Change in Control Severance Agreement with the Company ("Change in Control Agreement"), on and after a Change in Control, the term "Involuntary Termination" shall have the meaning given a termination by the Company without Cause as defined in the Change in Control Agreement, and shall include without limitation a termination for Good Reason as defined in the Change in Control Agreement. The Grantee agrees that, subject to the immediately preceding sentence, if and to the extent that these Grant Conditions conflict with the terms of the Change in Control Agreement or any employment agreement between the Company and the Grantee, these Grant Conditions shall supersede the provisions of the Change in Control Agreement and employment agreement applicable to vesting of cash 3awards on and after a Change in Control, notwithstanding anything in the Change in Control Agreement or employment agreement to the contrary.5. Definitions. For purposes of these Grant Conditions and the Grant Letter:(a) "Cause" shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer's Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or non-solicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee's duties with the Employer. (b) "Change in Control" shall have the meaning ascribed to the term on Attachment 1, the terms of which are incorporated herein. (c) "Company Trade Secrets" shall have the meaning ascribed to the term on Attachment 1, the terms of which are incorporated herein. (d) "Confidential Information" shall have the meaning ascribed to the term on Attachment 1, the terms of which are incorporated herein. (e) "Injurious Conduct" shall have the meaning ascribed to the term on Attachment 1, the terms of which are incorporated herein. (f) "Involuntary Termination" shall mean the Employer's termination of the Grantee's employment other than for Cause. (g) "Long-Term Disability" shall mean the Grantee is receiving long-term disability benefits under the Employer's long-term disability plan. outstanding. View More
Vesting. (a) General. Subject to the provisions of Sections 3(b) and 3(c) hereof, the Restricted Stock subject to this grant shall become unrestricted and vested as follows, provided that the Participant has not incurred a Termination prior to each such vesting date: Vesting Date Number of Shares [●] [●] [●] [●] [●] [●] [●] [●] There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Parti...cipant's continued service with the Company or any of its Subsidiaries on each applicable vesting date. (b) Committee Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the Restricted Stock at any time and for any reason. (c) Forfeiture. Subject to the Committee's discretion to accelerate vesting hereunder, all unvested shares of Restricted Stock shall be immediately forfeited upon the Participant's Termination for any reason.View More
Vesting. (a) General. Subject to the provisions of Sections 3(b) and 3(c) hereof, the Restricted Stock subject to this grant shall become unrestricted and vested as follows, provided that the Participant has not incurred a Termination prior to each such vesting date: Vesting Date Number of Shares [●] [● ] [●] [● ] [●] [● ] [●] [●] [●] [●] [●] [● ] There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, ...subject to the Participant's continued service with the Company or any of its Subsidiaries on each applicable vesting date. (b) Committee Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the Restricted Stock at any time and for any reason. (c) [Change in Control. The Restricted Stock shall become fully vested upon the occurrence of a Change in Control so long as the Participant has not incurred a Termination prior to such Change in Control. ]1 (d) Forfeiture. Subject to the Committee's discretion to accelerate vesting hereunder, all unvested shares of Restricted Stock shall be immediately forfeited deemed to have been surrendered (without any further action required by the Company or the Participant other than the updating of the shareholder register of the Company) upon the Participant's Termination for any reason. View More
Vesting. (a) General. Subject to the provisions of Sections 3(b) and 3(c) hereof, Participant shall vest in his or her rights under the Restricted Stock subject Units pursuant to this grant shall become unrestricted and vested the following schedule (each date upon which vesting occurs being referred to herein as follows, provided that the Participant has not incurred a Termination prior to each such vesting date: "Vesting Date"): Vesting Date Number of Shares RSUs Vested [●]/[●]/[●] [●] [●]/[●]/[●] [●] ...[●]/[●]/[●] [●] [●] [●] [●] [●] [●] There shall be no proportionate or partial The foregoing notwithstanding, vesting in pursuant to the periods prior to each vesting date and all vesting foregoing schedule shall occur on a Vesting Date only on the appropriate vesting date, subject if Participant remains employed by or provides services to the Participant's continued service with Corporation from the Company Date of Grant to such Vesting Date. If Participant ceases to be employed by or any of its Subsidiaries on each applicable vesting date. (b) Committee Discretion ceases to Accelerate Vesting. Notwithstanding provide services to the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the Restricted Stock Corporation at any time and for any reason. (c) Forfeiture. Subject prior to the Committee's discretion final Vesting Date, pursuant to accelerate vesting hereunder, Section 6.1.3 of the Plan, all unvested shares of Restricted Stock Units shall be forfeited immediately forfeited upon on the date that Participant's Termination for any reason. employment or service is terminated and the Participant shall have no further rights with respect to such Restricted Stock Units. View More
Vesting. The Option shall become vested in such amounts and at such times as are set forth in the vesting schedule in the Grant Notice, except that any Share as to which the Option would be fractionally vested will be accumulated and will vest and become exercisable only when a whole Share has accumulated. The installments provided for in the vesting schedule are cumulative. No portion of the Option which has not become vested at the date Participant incurs a Termination of Service shall thereafter becom...e vested, except as may be otherwise provided by the Administrator or as set forth in another written agreement between the Company and Participant.View More
Vesting. The Option shall become vested in such amounts and at such times as are set forth in the vesting schedule in the Grant Notice, except that any Share as to which the Option would be fractionally vested will be accumulated and will vest and become exercisable only when a whole Share has accumulated. Notice. The installments provided for in the vesting schedule are cumulative. No portion of the Option which has not become vested at the date Participant incurs a Termination of Service shall thereaft...er become vested, except as may be otherwise provided by the Administrator or as set forth in another written agreement between the Company and Participant. View More
Vesting. The Option shall become vested and exercisable in such amounts and at such times as are set forth in the vesting schedule in the Grant Notice, Notice (the "Vesting Schedule"), except that any Share as to which the Option would be fractionally vested will be accumulated and will vest and become exercisable only when a whole Share has accumulated. The installments provided for in the vesting schedule are cumulative. No Unless otherwise determined by the Administrator, any portion of the Option whi...ch that has not become vested at and exercisable on or prior to the date Participant incurs a Termination of Service shall be forfeited on the date of Participant's Termination of Service and shall not thereafter become vested, except as may be otherwise provided by the Administrator or as set forth in another written agreement between the Company and Participant. View More
Vesting. The Option shall become vested and exercisable in such amounts and at such times as are set forth in the vesting schedule in the Grant Notice, Notice (the "Vesting Schedule"), except that any Share as to which the Option would be fractionally vested will be accumulated and will vest and become exercisable only when a whole Share has accumulated. The installments provided for in the vesting schedule are cumulative. No Unless otherwise determined by the Administrator, any portion of the Option whi...ch that has not become vested at and exercisable on or prior to the date Participant incurs a Termination of Service shall be forfeited on the date of Participant's Termination of Service and shall not thereafter become vested, except as may be otherwise provided by the Administrator or as set forth in another written agreement between the Company and Participant. View More
