Vesting Contract Clauses (4,221)

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. (a) Employer Contribution Credits. Subject to Section 8 hereof, a Participant shall become 100% vested in his or her Employer Contribution Credits for a Plan Year upon the following events: (i)upon the Participant's Normal Retirement; (ii)upon the Participant's Separation from Service following a Change of Control and subsequent Triggering Event; (iii)upon a Separation from Service due to a Disability; (iv)upon completion of two (2) consecutive Years of Service immediately following the Plan Yea...r for which the Award was made; or (v)upon the Participant's death. There shall be no partial vesting of Employer Contribution Credits. (b) Participant Compensation Deferrals. The Participant shall at all times be 100% vested in amounts credited to his or her Participant Compensation Deferral Account. 3 6. Distribution of Benefits. The provisions of Article VI of the Plan shall apply to the benefits associated with the Participant's Account without any distinction as to the source of such benefit(s). Accordingly, any election or deemed election with respect to the distribution of benefits related to Employer Contribution Credits shall also apply to any Participant Compensation Deferrals and any election or deemed election regarding the distribution of benefits related to Participant Compensation Deferrals shall also apply to Employer Contribution Credits. Notwithstanding anything to the contrary in the Plan or this Agreement, if the Participant does not have any benefits related to Participant Compensation Deferrals, then for purposes of Section 6.2 of the Plan, such Participant shall be deemed to have failed to designate properly the manner of payment of the Participant's benefit under the Plan, and, accordingly, the payment of such Participant's benefits shall be in a lump sum. View More
Vesting. (a) Employer Contribution Credits. Subject to Section 8 hereof, a Participant shall become 100% vested in his or her Employer Contribution Credits for a Plan Year upon the following events: (i)upon (i) upon the Participant's Normal Retirement; (ii)upon (ii) upon the Participant's Separation from Service following a Change of Control and subsequent Triggering Event; (iii)upon (iii) upon a Separation from Service due to a Disability; (iv)upon (iv) upon completion of two (2) consecutive Years of Se...rvice immediately following the Plan Year for which the Award was made; or (v)upon (v) upon the Participant's death. 3 There shall be no partial vesting of Employer Contribution Credits. (b) Participant Compensation Deferrals. The Participant shall at all times be 100% vested in amounts credited to his or her Participant Compensation Deferral Account. 3 6. Distribution of Benefits. The provisions of Article VI of the Plan shall apply to the benefits associated with the Participant's Account without any distinction as to the source of such benefit(s). Accordingly, any election or deemed election with respect to the distribution of benefits related to Employer Contribution Credits shall also apply to any Participant Compensation Deferrals and any election or deemed election regarding the distribution of benefits related to Participant Compensation Deferrals shall also apply to Employer Contribution Credits. Notwithstanding anything to the contrary in the Plan or this Agreement, if the Participant does not have any benefits related to Participant Compensation Deferrals, then for purposes of Section 6.2 of the Plan, such Participant shall be deemed to have failed to designate properly the manner of payment of the Participant's benefit under the Plan, and, accordingly, the payment of such Participant's benefits shall be in a lump sum. View More
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Vesting. Subject to the limitations contained herein, your Award shall vest as provided in the Grant Notice, provided that vesting will cease upon the termination of your continuous employment or service with the Company or any of its Subsidiaries (your "Continuous Service"). Notwithstanding the foregoing, in the event your Continuous Service is terminated as a result of your death, your Award shall become fully vested as of the date of such termination.
Vesting. Subject to the limitations contained herein, your Award shall option will vest as provided in the Grant Option Notice, provided that vesting will cease upon the termination of your continuous employment or service with the Company or any of its Subsidiaries (your "Continuous Service"). Notwithstanding the foregoing, in the event your Continuous Service is terminated as a result of your death, your Award option shall become fully vested and exercisable as of the date of such termination.
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Vesting. The Restricted Shares granted under this Agreement shall vest in four installments as set forth above (each a "Vesting Date") subject to the Grantee continuing to serve as a member of the Board as of the applicable Vesting Date. Notwithstanding anything herein to the contrary, upon the death or Disability of the Grantee, the Grantee shall be vested in that number of Restricted Shares equal to the product of (i) the number of unvested Restricted Shares that otherwise would have vested had the Gra...ntee remained on the Board through the first Vesting Date following such termination, multiplied by (ii) a fraction equal to the number of days that the Grantee served on the Board since the immediately preceding Vesting Date (or, if none, since the Date of Grant) over 365. For purposes of this Agreement, "Disability" shall have the meaning set forth in the Company's long term disability plan. View More
Vesting. The Restricted Shares granted under this Agreement shall vest in four installments as on the Vesting Date set forth above (each a "Vesting Date") above, subject to the Grantee continuing to serve as a member of the Board as of through the applicable Vesting Date. Notwithstanding anything herein to the contrary, upon the death or Disability of the Grantee, Grantee prior to the Vesting Date, the Grantee shall be vested in that number of Restricted Shares equal to the product of (i) the number of u...nvested Restricted Shares that otherwise would have vested had the Grantee remained on the Board through the first Vesting Date following such termination, Shares, multiplied by (ii) a fraction equal to the number of days that the Grantee served on the Board since the immediately preceding Vesting Date (or, if none, since the Date of Grant) Grant over 365. For purposes of this Agreement, "Disability" shall have the meaning set forth in the Company's long term disability plan. Upon a Change in Control, the provisions of Section 21 of the Plan shall apply. View More
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Vesting. (a) Except as provided in Sections 3 and 4 below, the Time-Based Units shall vest on the following dates, if the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively, the "Employer") on the applicable dates below (each individually, a "Vesting Date"):Vesting DateTime-Based Units VestingOne year from Date of Grant33.33% Two years from Date of Grant 33.33%Three years from Date of Grant (the "Third Vesting Date")33.34%(b) The vesting of the Time-Based Unit...s is cumulative, but shall not exceed 100% of the Time-Based Units. If the foregoing schedule or the provisions of Section 3 would produce fractional units, the number of Time-Based Units vesting shall be rounded up to the nearest whole unit, but not in excess of 100% of the Time-Based Units. View More
Vesting. (a) Except as provided in Sections 3 and 4 below, the Time-Based Units shall vest on the following dates, if the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively, the "Employer") on the applicable dates below (each individually, a "Vesting Date"):Vesting DateTime-Based Units VestingOne year from Date"): Vesting Date of Grant33.33% Time-Based UnitsVesting Two years from Date of Grant 33.33%Three (the "First Vesting Date") 33 % Three years from Date o...f Grant (the "Second Vesting Date") 33 % Four years from Date of Grant (the "Third Vesting Date")33.34%(b) Date") 34 % (b) The vesting of the Time-Based Units is cumulative, but shall not exceed 100% of the Time-Based Units. If the foregoing schedule or the provisions of Section 3 would produce fractional units, the number of Time-Based Units vesting shall be rounded up to the nearest whole unit, but not in excess of 100% of the Time-Based Units. View More
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Vesting. (a) Subject to the further provisions of this Section 3, 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 August 23, 2019 33,333 August 23, 2020 33,333 August 23, 2021 66,667 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,... except for acceleration as provided herein or in the Plan, 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. Upon the Participant's Termination by the Company without Cause (as defined in that certain Employment Agreement, dated as of April 19, 2019, between the Company and the Participant (as amended, amended and restated, or supplemented from time to time, the "Employment Agreement")) or by the Participant for Good Reason (as defined in the Employment Agreement), in each case, on the effective date of or during the twelve (12)-month period following a Change in Control (any such termination, a "Qualifying Termination"), any Restricted Stock that has not theretofore vested as of the date of such Qualifying Termination shall immediately vest. (d) Forfeiture. Subject to the Committee's discretion to accelerate vesting hereunder, (i) Except in the event of a Qualifying Termination or as set forth in (ii) below, upon the Participant's Termination for any reason before all of the Restricted Stock subject to this grant vests, any unvested Restricted Stock shall automatically terminate and shall be forfeited as of the date of the Participant's Termination. (ii) Upon the Participant's Termination by reason of death or Disability, any unvested Restricted Stock shall immediately vest. View More
Vesting. (a) Subject to the further provisions of this Section 3, 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 August 23, 2019 33,333 [25%] August 23, 2020 33,333 [25%] August 23, 2021 66,667 [50%] There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropr...iate vesting date, except for acceleration as provided herein or in the Plan, 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. Upon the Participant's Termination by the Company without Cause (as defined in that certain Employment Agreement, dated as of April 19, 2019, between the Company and the Participant (as amended, amended and restated, or supplemented from time to time, the "Employment Agreement")) or by the Participant for Good Reason (as defined in the Employment Agreement), in each case, on the effective date of or during the twelve (12)-month (12) month period following a Change in Control (any such termination, a "Qualifying Termination"), any Restricted Stock that has not theretofore vested as of the date of such Qualifying Termination shall immediately vest. (d) Forfeiture. Subject to the Committee's discretion to accelerate vesting hereunder, (i) Except in the event of a Qualifying Termination or as set forth in (ii) below, upon the Participant's Termination for any reason before all of the Restricted Stock subject to this grant vests, any unvested Restricted Stock shall automatically terminate and shall be forfeited as of the date of the Participant's Termination. (ii) Upon the Participant's Termination by reason of death or Disability, any unvested Restricted Stock shall immediately vest. View More
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Vesting. Provided (x) Executive remains an employee or director of SciPlay or any of its subsidiaries or of SciGames or any of its subsidiaries, in either case, through December 31, 2020 or (y) if Executive's employment is terminated earlier by SciPlay and SciGames and their respective subsidiaries without Cause or by Executive for Good Reason (in the case of (y), subject to Executive's compliance with Section 4(k) of the Employment Agreement), one-third of the target number of PRSUs subject to the Socia...l Award shall vest and become payable based on 2020 Revenue (the "Revenue PRSUs") and two-thirds of the target number of PRSUs subject to the Social Award shall vest and become payable based on 2020 Adjusted EBITDA (the "AEBITDA PRSUs"), in each case, as set forth below; provided that, in the event that Executive receives a notice of termination without Cause from either SciPlay or SciGames and not from the other entity, then Executive shall also be deemed to have been terminated without Cause from such other entity if (1) Executive has incurred a "separation from service" (as defined in Treas. Reg. Section 1.409A-1(h)) from such other entity as a result of such other entity reducing the scope of services to be provided by Executive and (2) there has not been a finding by such other entity that grounds for termination of Executive's employment for Cause exist. a. The Revenue PRSUs shall be forfeited in their entirety if 2020 Revenue does not exceed 2017 Revenue, and shall vest at target if 2020 Revenue equals or exceeds $720 million. If 2020 Revenue is between 2017 Revenue and $720 million, the number of Revenue PRSUs that vest shall be determined based on linear interpolation from 0% of the target number of Revenue PRSUs if 2020 Revenue equals 2017 Revenue to 100% of the target number of Revenue PRSUs if 2020 Revenue equals or exceeds $720 million. b. The AEBITDA PRSUs shall be forfeited in their entirety if 2020 Adjusted EBITDA does not exceed 2017 Adjusted EBITDA, and shall vest at target if 2020 Adjusted EBITDA equals or exceeds $250 million. If 2020 Adjusted EBITDA is between 2017 Adjusted EBITDA and $250 million, the number of AEBITDA PRSUs that vest shall be determined based on linear interpolation from 0% of the target number of AEBITDA PRSUs if 2020 Adjusted EBITDA equals 2017 Adjusted EBITDA to 100% of the target number of AEBITDA PRSUs if 2020 Adjusted EBITDA equals or exceeds $250 million. c. Notwithstanding anything in the award agreement to the contrary, the Committee may adjust the number of PRSUs that vest if it determines that, because of changes in the value of SciPlay Shares from the initial offering price of the Social IPO, vesting as set forth above would result in Executive receiving substantially more or less in value than contemplated by the parties. For example, if the stock price at the time of vesting is three times the initial 3 offering price, such that if the Social Award fully vests Executive would receive SciPlay Shares worth $36 million, the Committee may reduce the number of PRSUs that vest. In no event, however, shall any such increase or reduction in the number of PRSUs that vest result in Executive receiving more or less in value than if the price per share of SciPlay Shares at the time of vesting is unchanged from the initial offering price of the Social IPO. View More
Vesting. Provided (x) Executive remains an employee or director of SciPlay or any of its subsidiaries or of SciGames or any of its subsidiaries, in either case, Pinson provides the Services through December 31, 2020 or (y) if Executive's employment is terminated Pinson earlier by SciPlay and SciGames and their respective subsidiaries without Cause or by Executive for Good Reason (in the case of (y), subject to Executive's compliance with Section 4(k) of the Employment Agreement), experiences a Qualifying... Termination, one-third of the target number of PRSUs subject to the Social Award shall vest and become payable based on 2020 Revenue (the "Revenue PRSUs") and two-thirds of the target number of PRSUs subject to the Social Award shall vest and become payable based on 2020 Adjusted EBITDA (the "AEBITDA PRSUs"), in each case, as set forth below; provided that, in the event that Executive receives a notice of termination without Cause from either SciPlay or SciGames and not from the other entity, then Executive shall also be deemed to have been terminated without Cause from such other entity if (1) Executive has incurred a "separation from service" (as defined in Treas. Reg. Section 1.409A-1(h)) from such other entity as a result of such other entity reducing the scope of services to be provided by Executive and (2) there has not been a finding by such other entity that grounds for termination of Executive's employment for Cause exist. below. a. The Revenue PRSUs shall be forfeited in their entirety if 2020 Revenue does not exceed 2017 Revenue, and shall vest at target if 2020 Revenue equals or exceeds $720 million. If 2020 Revenue is between 2017 Revenue and $720 million, the number of Revenue PRSUs that vest shall be determined based on linear interpolation from 0% of the target number of Revenue PRSUs if 2020 Revenue equals 2017 Revenue to 100% of the target number of Revenue PRSUs if 2020 Revenue equals or exceeds $720 million. b. The AEBITDA PRSUs shall be forfeited in their entirety if 2020 Adjusted EBITDA does not exceed 2017 Adjusted EBITDA, and shall vest at target if 2020 Adjusted EBITDA equals or exceeds $250 million. If 2020 Adjusted EBITDA is between 2017 Adjusted EBITDA and $250 million, the number of AEBITDA PRSUs that vest shall be determined based on linear interpolation from 0% of the target number of AEBITDA PRSUs if 2020 Adjusted EBITDA equals 2017 Adjusted EBITDA to 100% of the target number of AEBITDA PRSUs if 2020 Adjusted EBITDA equals or exceeds $250 million. c. Notwithstanding anything in the award agreement to the contrary, the Committee may adjust the number of PRSUs that vest if it determines that, because of changes in the value of SciPlay Shares from the initial offering price of the Social IPO, vesting as set forth above would result in Executive Pinson receiving substantially more or less in value than contemplated by the parties. For example, if the stock price at the time of vesting is three times the initial 3 offering price, such that if the Social Award fully vests Executive Pinson would receive SciPlay 3 Shares worth $36 $15 million, the Committee may reduce the number of PRSUs that vest. In no event, however, shall any such increase or reduction in the number of PRSUs that vest result in Executive Pinson receiving more or less in value than if the price per share of SciPlay Shares at the time of vesting is unchanged from the initial offering price of the Social IPO. View More
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Vesting. The Restricted Share Units shall vest in full on the Vesting Date, provided that the Grantee shall have remained in the continuous employment or other service of the Company or a Subsidiary ("Continuous Service") through the Vesting Date. The Restricted Share Units shall vest in full if, prior to the Vesting Date and during the Grantee's Continuous Service, he or she dies or becomes "disabled" within the meaning of Section 409A of the Internal Revenue Code (the "Code") or his or her employment o...r service is terminated by the Company without Cause (as defined in the Plan). The Restricted Share Units shall be forfeited automatically without further action or notice if, prior to the Vesting Date, the Grantee ceases to be employed by the Company or a Subsidiary, except as otherwise provided in the immediately preceding sentence. Notwithstanding the foregoing, the Board or Compensation Committee (the "Committee") may accelerate the vesting of Restricted Share Units at any time. View More
Vesting. The Restricted Share Units shall vest in full three equal installments on each of the Vesting Date, Dates set forth above (subject to rounding conventions adopted by the Company from time-to-time) (each, a "Vesting Date"), provided that the Grantee shall have remained in the continuous employment or other service of the Company or a Subsidiary ("Continuous Service") through the applicable Vesting Date. The Restricted Share Units shall vest in full if, prior to the a Vesting Date and during the G...rantee's Continuous Service, he or she dies or becomes "disabled" within the meaning of Section 409A of the Internal Revenue Code (the "Code") or his or her employment or service is terminated by the Company without Cause (as defined in the Plan). The Restricted Share Units that have not yet vested shall be forfeited automatically without further action or notice if, prior to the Vesting Date, if the Grantee ceases to be employed by the Company or a Subsidiary, except as otherwise provided in the immediately preceding sentence. Notwithstanding the foregoing, the Board or Compensation Committee (the "Committee") may accelerate the vesting of Restricted Share Units at any time. View More
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Vesting. The Grantee shall vest in the Granted Stock in accordance with the vesting schedule provided for in the Notice of Stock Award Grant; provided, however, that the Grantee shall cease vesting in the Granted Stock on the Grantee's Termination Date or the date on which the Compensation Committee of the Company's Board of Directors (the "Administrator") determines that the performance goals, if any, provided for in the Notice of Stock Award Grant were not satisfied during the designated period of time.... Notwithstanding the foregoing, upon the occurrence of a Vesting Event, the Grantee shall become 100% vested in those shares of Granted Stock that are outstanding on the date of the Vesting Event. View More
Vesting. The Grantee shall vest in the Granted Stock in accordance with the vesting schedule provided for in the Notice of Stock Award Grant; provided, however, that the Grantee shall cease vesting in the Granted Stock on the Grantee's Termination Date or the date on which the Compensation Committee of the Company's Board of Directors (the "Administrator") Administrator determines that the performance goals, if any, vesting conditions provided for in the Notice of Stock Award Grant were not satisfied dur...ing the designated period of time. Notwithstanding the foregoing, upon the occurrence of a Vesting Event, Event (as defined in the Plan), the Grantee shall become 100% vested in those shares of Granted Stock that are outstanding on the date of the Vesting Event. View More
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Vesting. (a) The PSUs are subject to forfeiture to the Company until they become non-forfeitable in accordance with this Section 4. Except as provided in the following sentence, the risk of forfeiture will lapse on the PSUs, and such PSUs shall thereupon become vested, only if the Grantee remains employed by the Company (or a subsidiary) through and on December 31, 2021 (the "Vest Date"). Notwithstanding the foregoing, if the Grantee's employment with the Company (or a subsidiary) terminates by reason of... death prior to December 31, 2021, the risk of forfeiture shall lapse on all PSUs, and all unvested PSUs shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the PSUs are earned in accordance with Section 3(b) of this Agreement). (b) Subject to any conflicting provisions in any employment agreement between the Company and the Grantee, which shall control in the event of a conflict with this Agreement, in the event that (i) the Company or a subsidiary terminates the Grantee's employment with the Company or a subsidiary for any reason prior to the Vest Date or (ii) the Grantee terminates employment with the Company or a subsidiary for any reason (other than death) prior to such date, all unvested PSUs shall be cancelled and forfeited, effective as of the Grantee's separation from service. Notwithstanding anything to the contrary in the Plan or this Agreement, and for purposes of clarity, any separation from service shall be effective as of the date the Grantee's active employment ends and shall not be extended by any statutory or common law notice period. 2 5. Delivery of Shares. As soon as practicable following the Vest Date, and compliance with all applicable tax withholding as described in Section 11 hereof, but in no event later than two and one-half months after the end of the calendar year in which the Vest Date occurs, the Company shall instruct the registrar for the Company to make an entry on its books and records evidencing that the Shares underlying such vested PSUs have been duly issued as of that date; provided, however, that the Grantee may, in the alternative, elect in writing prior thereto to receive a stock certificate representing the full number of Shares acquired, which certificate may bear a restrictive legend prohibiting the transfer of such Shares for such period as may be prescribed by the Company. The Company shall not be liable to the Grantee for damages relating to any delays in issuing the certificates. The underlying Shares may be registered in the name of the Grantee's legal representative or estate in the event of the death of the Grantee. In the event of the acceleration of the lapse of forfeiture restrictions upon the death of the Grantee as contemplated by Section 4(a) of this Agreement, this process shall occur as soon as possible following such vesting date, but in no event later than two and one-half months after the end of the calendar year in which such vesting date occurs. Notwithstanding anything in the Agreement, the Company may make delivery of Shares in settlement of PSUs by either (A) delivering certificates representing such Shares to the Grantee, registered in the name of the Grantee, or (B) by depositing such Shares into a stock brokerage account maintained for the Grantee. View More
Vesting. (a) The (a)The PSUs are subject to forfeiture to the Company until they become non-forfeitable in accordance with this Section 4. Except as provided in the following sentence, the risk of forfeiture will lapse on the PSUs, and such PSUs shall thereupon become vested, only if the Grantee remains employed by the Company (or a subsidiary) through and on December 31, 2021 2023 (the "Vest Date"). Notwithstanding the foregoing, if the Grantee's employment with the Company (or a subsidiary) terminates ...by reason of death prior to December 31, 2021, 2023, the risk of forfeiture shall lapse on all PSUs, and all unvested PSUs shall thereupon become vested on the date of death (or, if later, on the date, following the end of the Performance Period on which the Committee determines whether, and to what extent the PSUs are earned in accordance with Section 3(b) of this Agreement). (b) Subject (b)Subject to any conflicting provisions in any employment agreement between the Company and the Grantee, which shall control in the event of a conflict with this Agreement, in the event that (i) the Company or a subsidiary terminates the Grantee's employment with the Company or a subsidiary for any reason prior to the Vest Date or (ii) the Grantee terminates employment with the Company or a subsidiary for any reason (other than death) prior to such date, all unvested PSUs shall be cancelled and forfeited, effective as of the Grantee's separation from service. Notwithstanding anything to the contrary in the Plan or this Agreement, and for purposes of clarity, any separation from service shall be effective as of the date the Grantee's active employment ends and shall not be extended by any statutory or common law notice period. 2 5. Delivery of Shares. As soon as practicable following the Vest Date, and compliance with all applicable tax withholding as described in Section 11 hereof, but in no event later than two and one-half months after the end of the calendar year in which the Vest Date occurs, the Company shall instruct the registrar for the Company to make an entry on its books and records evidencing that the Shares underlying such vested PSUs have been duly issued as of that date; provided, however, that the Grantee may, in the alternative, elect in writing prior thereto to receive a stock certificate representing the full number of Shares acquired, which certificate may bear a restrictive legend prohibiting the transfer of such Shares for such period as may be prescribed by the Company. The Company shall not be liable to the Grantee for damages relating to any delays in issuing the certificates. The underlying Shares may be registered in the name of the Grantee's legal representative or estate in the event of the death of the Grantee. In the event of the acceleration of the lapse of forfeiture restrictions upon the death of the Grantee as contemplated by Section 4(a) of this Agreement, this process shall occur as soon as possible following such vesting date, but in no event later than two and one-half months after the end of the calendar year in which such vesting date occurs. Notwithstanding anything in the Agreement, the Company may make delivery of Shares in settlement of PSUs by either (A) delivering certificates representing such Shares to the Grantee, registered in the name of the Grantee, or (B) by depositing such Shares into a stock brokerage account maintained for the Grantee. View More
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Vesting. The Participant's interest in the Common Shares covered by the Share Award shall become vested and nonforfeitable to the extent provided in paragraphs (a), (b) and (c) below. (a) Continued Service with the Company. The Participant's interest in [ ] of the Common Shares covered by the Share Award shall become vested and nonforfeitable on [ ] if a Share Forfeiture Event (as defined below) has not occurred between the Date of Grant and such vesting date. A "Share Forfeiture Event" occurs if (i) the... Participant gives notice of the intention to resign the Participant's position as [ ] of the Company, or (ii) a "Forfeiture Event" (as defined in Participant's employment agreement with the Company, the Manager, or any of their respective Affiliates) occurs or the Company becomes aware that a Forfeiture Event occurred. (b) Change in Control. The Participant's interest in all of the Common Shares covered by the Share Award (if not sooner vested), shall become vested and nonforfeitable on a Control Change Date if a Share Forfeiture Event has not occurred between the Date of Grant and the Control Change Date. (c) Death or Disability. The Participant's interest in all of the Common Shares covered by the Share Award (if not sooner vested), shall become vested and nonforfeitable on the date that the Participant no longer provides services to the Company if (i) the Participant's services end on account of the Participant's death or permanent and total disability (as defined in Code section 22(e)(3)) and (ii) a Share Forfeiture Event has not occurred from the Date of Grant until the date of such cessation. Except as provided in this Section 2, any Common Shares covered by the Share Award that are not vested and nonforfeitable on or before the date that a Share Forfeiture Event occurs shall be forfeited on the date that a Share Forfeiture Event occurs. View More
Vesting. The Participant's interest in the Common Shares covered by the Share Award shall become vested and nonforfeitable to the extent provided in paragraphs (a), (b) and (c) below. (a) Continued Service with the Company. The Participant's interest in [ ] of the Common Shares covered by the Share Award shall become vested and nonforfeitable on [ ] if a Share Forfeiture Event (as defined below) has not occurred between from the Date of Grant and until such vesting date. A "Share Forfeiture Event" occurs... if (i) the Participant gives notice of the intention to resign the Participant's his or her position as [ ] of with the Company, or (ii) a "Forfeiture Event" (as defined in Participant's employment agreement with the Company, the Manager, Ellington Residential Mortgage Management LLC (the "Manager"), or any affiliate of their respective Affiliates) the Manager as applicable) occurs or the Company becomes aware that a Forfeiture Event occurred. (b) Change in Control. The Participant's interest in all of the Common Shares covered by the Share Award (if not sooner vested), shall become vested and nonforfeitable on a Control Change Date if a Share Forfeiture Event has not occurred between from the Date of Grant and until the Control Change Date. (c) Death or Disability. The Participant's interest in all of the Common Shares covered by the Share Award (if not sooner vested), shall become vested and nonforfeitable on the date that the Participant no longer provides services to the Company if (i) the Participant's services end on account of the Participant's death or permanent and total disability (as defined in Code section 22(e)(3)) and (ii) a Share Forfeiture Event has not occurred from the Date of Grant until the date of such cessation. Except as provided in this Section 2, any Common Shares covered by the Share Award that are not vested and nonforfeitable on or before the date that a Share Forfeiture Event occurs shall be forfeited on the date that a Share Forfeiture Event occurs. Exhibit 10.1 3. Transferability. Common Shares covered by the Share Award that have not become vested and nonforfeitable as provided in Section 2 cannot be transferred. Common Shares covered by the Share Award may be transferred, subject to the requirements of applicable securities laws, after they become vested and nonforfeitable as provided in Section 2. View More
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