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. To the extent not earlier terminated or forfeited, the RSUs shall vest in full on the first to occur of (a) the first anniversary of the Date of Grant, (b) the termination of the Participant's Service as a result of his or her death or (c) a Change of Control, subject, in each case, to the Participant's continued Service through the applicable date (such applicable date, the "Vesting Date").
Vesting. To the extent not earlier terminated or forfeited, the RSUs The Option shall vest in full on the first to occur of (a) the first anniversary of the Date of Grant, (b) the termination of the Participant's Service as a result of his or her death or (c) a Change of Control, subject, in each case, to the Participant's continued Service through the applicable date (such applicable date, the "Vesting Date"). date.
View Variation
Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall be fully vested on the Date of Grant.
Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall be 100% fully vested on the Date of Grant.
View Variation
Vesting. Subject to and contingent upon the achievement of the applicable Performance Goals established by the Committee with respect to the Award, and subject to Grantee's Active Status on the applicable vesting date, the Performance Stock Units shall vest in accordance with the vesting schedule set forth in the Certificate. Within a reasonable period of time following the end of the Performance Period, the Committee shall determine, in accordance with the Performance Goals and related criteria and meth...odology established by the Committee for the Performance Period, the extent to which the Performance Goals have been achieved and the actual number of Performance Stock Units becoming vested based on performance during the Performance Period ("Performance Certification"). Except as may be specifically provided in the Plan or in the Certificate, if the Grantee ceases Active Status for any reason, the unvested Performance Stock Units shall be forfeited and cancelled immediately. Active Status for only a portion of the applicable vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment as described under the Plan. View More
Vesting. Subject to and contingent upon the achievement of the applicable Performance Goals established by the Committee with respect to the Award, and subject to Grantee's Active Status on the applicable vesting date, the Performance Stock Units shall vest in accordance with the vesting schedule set forth in the Certificate. Within a reasonable period of time following the end of the Performance Period, the Committee shall determine, in accordance with the Performance Goals and related criteria and meth...odology established by the Committee for the Performance Period, the extent to which the Performance Goals have been achieved and the actual number of Performance Stock Units becoming vested based on performance during the Performance Period ("Performance Certification"). ("PERFORMANCE CERTIFICATION"). Except as may be specifically provided in the Plan or in the Certificate, if the Grantee ceases Active Status for any reason, the unvested Performance Stock Units shall be forfeited and cancelled immediately. Active Status for only a portion of the applicable vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment as described under the Plan. 2 4. CONVERSION OF UNITS AND ISSUANCE OF SHARES. Subject to the achievement of the applicable Performance Goals, upon each vesting date, one (1) share of Common Stock shall become issuable for each Performance Stock Unit that vests on such date. As soon as practicable after the applicable vesting date, upon satisfaction of any tax withholding obligations, the Company will transfer to Grantee the number of shares of Common Stock with respect to which the restrictions have lapsed. Notwithstanding anything to the contrary contained herein, the vesting date for Performance Stock Units shall be no earlier than the date of the Performance Certification. The Administrator shall cause a stock certificate to be delivered to the Grantee with respect to such shares free of all restrictions hereunder, except for applicable federal securities laws restrictions. View More
View Variation
Vesting. (a) General. Except as otherwise provided in this Section 3 or in the Plan, RSUs subject to this Award shall vest at 12:01 a.m. on the earlier of the date of the first Annual Meeting of Shareholders of the Company following the date of grant and the date that is fourteen months after the date of grant, provided that the Participant is a Director as of such date. (b) Termination of Service. Upon a termination of service as a Director, other than due to death or Disability, all unvested RSUs shall... immediately terminate and be forfeited. (c) Termination Due to Death or Disability. Upon a termination of Participant's service as a Director due to the Participant's death or Disability, then the Participant's then outstanding and unvested RSUs shall immediately vest in full as of the date of such termination. View More
Vesting. (a) General. Except as otherwise provided in this Section 3 or in the Plan, RSUs subject to this Award shall vest at 12:01 a.m. on the earlier of the date of the first Annual Meeting of Shareholders annual shareholders meeting of the Company next following the date of grant and the date that is fourteen months after the date of grant, hereof (the "Annual Meeting Date"), provided that the Participant is a Director as of such date. (b) Termination of Service. Upon a termination of service as a Dir...ector, other than due to death or Disability, all unvested RSUs shall immediately terminate and be forfeited. (c) Termination Due to Death or Disability. Upon a termination of Participant's service as a Director due to the Participant's death or Disability, then the Participant's then outstanding and unvested RSUs shall immediately vest in full as of the date of such termination. View More
View Variation
Vesting. (a) Except as otherwise provided herein, upon the first, second, and third anniversaries of the Grant Date (each, a "Vesting Date"), the RSUs that have not been previously forfeited shall become vested according to the following schedule: Number of RSUs Becoming VestedVesting Date (b) The Grantee's right to vest in this Award is conditioned upon the Grantee's continuous employment with the Company. If the Grantee incurs a Termination of Service, the Grantee's rights with respect to the Award sha...ll be affected as follows: (i)If the Grantee's Termination of Service occurs by reason of the Grantee's death, 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), 100% of the unvested RSUs shall vest as of the date of such Termination of Service. (ii)If the Grantee experiences a Termination of Service for Cause, any RSUs granted to the Grantee shall be forfeited at the time of such termination, and the Committee may require that such Grantee disgorge any profit, gain or other benefit received in respect of the lapse of restrictions on any prior grant of RSUs for a period of up to twelve months prior to the Grantee's Termination of Service for Cause. (iii) Except as otherwise provided in this paragraph 3, if the Grantee experiences a Termination of Service for any reason, any RSUs granted to the Grantee that are not fully vested as of the date of Termination of Service shall be forfeited at the time of such termination. (c)Upon the occurrence of a Change in Control, 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, 100% of the unvested RSUs shall vest as of the date of the Change in Control. (d)Upon the occurrence of a Change in Control, 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 subject to this paragraph 3. View More
Vesting. (a) Except as otherwise provided herein, upon the first, second, and third anniversaries of the Grant Date [Insert Vesting Date(s)] (each, a "Vesting Date"), the RSUs that have not been previously forfeited shall become vested according to the following schedule: Number of RSUs Becoming VestedVesting Date (b) The Grantee's right to vest in this Award is conditioned upon the Grantee's continuous employment with the Company. If the Grantee incurs a Termination of Service, the Grantee's rights with... respect to the Award shall be affected as follows: (i)If the Grantee's Termination of Service occurs by reason of the Grantee's death, disability disability, or a 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), Cause, 100% of the unvested RSUs shall vest as of the date of such Termination of Service. (ii)If the Grantee experiences a Termination of Service for Cause, any RSUs granted to the Grantee shall be forfeited at the time of such termination, and the Committee may require that such Grantee disgorge any profit, gain or other benefit received in respect of the lapse of restrictions on any prior grant of RSUs for a period of up to twelve months prior to the Grantee's Termination of Service for Cause. (iii) termination. (ii) Except as otherwise provided in this paragraph 3, if the Grantee experiences a Termination of Service for any reason, any RSUs granted to the Grantee that are not fully vested as of the date of Termination of Service shall be forfeited at the time of such termination. (c)Upon (iii)If the Grantee experiences a Termination of Service for Cause, any RSUs granted to the Grantee shall be forfeited at the time of such termination, and the Committee may require 1 that such Grantee disgorge any profit, gain or other benefit received in respect of the lapse of restrictions on any prior grant of RSUs for a period of up to twelve months prior to the Grantee's Termination of Service for Cause. (c)Subject to Subsection 13(d) and Section 14 of the Plan, upon the occurrence of a Change in Control, 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, 100% of the unvested RSUs shall vest as of the date of the Change in Control. (d)Upon the occurrence of a Change in Control, 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 subject to this paragraph 3. View More
View Variation
Vesting. (a) Vesting Schedule. Except as may otherwise be set forth in this Agreement or in the Plan, the Award shall vest with respect to the number of PSUs, if any, as determined pursuant to the terms of Addendum A (such terms are referred to herein as the "Vesting Conditions"); provided that (except as set forth in Sections 4(b) and 4(c) below) the Award shall not vest with respect to any PSUs under the terms of this Agreement unless the Participant continues to be actively employed with the Company o...r an Eligible Subsidiary from the Date of Grant through the date on which the Compensation Committee (the "Committee") of the Company's Board of Directors determines the number of PSUs that vest pursuant to the Vesting Conditions (the "Certification Date"). The Committee shall determine how many PSUs vest pursuant to the Vesting Conditions and such determination shall be final and conclusive. Until the Committee has made such a determination, none of the Vesting Conditions will be considered to have been satisfied. Such certification shall occur, if at all, no later than four (4) calendar months following the last day of the Performance Period (the "Certification End Date"). (b) Fractional PSU Vesting. In the event the Participant is vested in a fractional portion of a PSU (a "Fractional Portion"), such Fractional Portion will be rounded up and converted into a whole Share of Company Common Stock ("Share") and issued to the Participant. View More
Vesting. (a) Vesting Schedule. Except as may otherwise be set forth in this Agreement or in the Plan, the Award shall vest with respect to the number of PSUs, if any, as determined pursuant to the terms of Addendum A A, which is incorporated by reference herein and made a part of this Agreement (such terms are referred to herein as the "Vesting Conditions"); provided that (except as set forth in Sections 4(b) and 4(c) below) the Award shall not vest with respect to any PSUs under the terms of this Agreem...ent unless the Participant continues to be actively employed with the Company or an Eligible Subsidiary from the Date of Grant through the date on which the Compensation Committee (the "Committee") of the Company's Board of Directors determines the number of PSUs that vest pursuant to the Vesting Conditions (the "Certification Date"). The Committee shall determine how many PSUs vest pursuant to the Vesting Conditions and such determination shall be final and conclusive. Until the Committee has made such a determination, none of the Vesting Conditions will be considered to have been satisfied. Such certification shall occur, if at all, no later than four (4) calendar months following the last day of the Performance Period (the "Certification End Date"). (b) Fractional PSU Vesting. In the event the Participant is vested in a fractional portion of a PSU (a "Fractional Portion"), such Fractional Portion will be rounded up and converted into a whole Share share of Company Common Stock ("Share") and issued to the Participant. Participant; provided that to the extent rounding a fractional share up would result in the imposition of either (i) individual tax and penalty interest charges imposed under Section 409A of the Internal Revenue Code of 1986 ("Section 409A"), or (ii) adverse tax consequences if the Participant is located outside of the United States, the fractional share will be rounded down without the payment of any consideration in respect of such fractional share. View More
View Variation
Vesting. Each Participant's interest under the Plan shall be forfeitable upon such Participant's termination of employment for any reason, except to the extent it becomes vested hereunder. Each Participant's interest, regardless of when allocated, will be deemed unvested unless and until such Participant has completed ten years of service with the Company. "Years of Service" shall be based on the anniversary of the later of the Participant's date of hire or his or her transfer to Company headquarters. At... such time as the Participant has completed ten years service with the Company, the amount vested at any given time shall be (a) 50%, if Participant is age 50 or younger, (b) the sum of (i) 50% and (ii) 4 1/6% times the difference between Participant's age and 50, if Participant is between age 51 and age 62, or (c) 100%, if Participant is age 62 or older. In the event of a Change in Control, all amounts credited under the Plan to 3 each affected Participant shall become fully vested and nonforfeitable as a result of such event. Notwithstanding the foregoing, amounts shall vest hereunder in accordance with the terms of any severance agreement or other written arrangement between the Participant and the Company. In addition, and notwithstanding the foregoing, the accounts transferred to this Plan from the Company's Deferred Compensation Plan, including any and all investment performance hereunder, shall continue to vest under the terms of the Deferred Compensation Plan. View More
Vesting. Each Participant's interest under the Plan shall be forfeitable upon such Participant's termination of employment for any reason, except to the extent it becomes vested hereunder. Each Participant's interest, regardless of when allocated, will be deemed unvested unless and until such Participant has completed ten years Years of service Service as an employee with the Company. Company and/or its subsidiaries. "Years of Service" shall be based on the anniversary of the later of the Participant's E...XHIBIT 10.9Participant's date of hire as an employee with the Company or his or her transfer to Company headquarters. one of its subsidiaries. At such time as the Participant has completed ten years service Years of Service with the Company, Company and/or its subsidiaries, the amount vested at any given time shall be (a) 50%, if Participant is age 50 or younger, (b) the sum of (i) 50% and (ii) 4 1/6% times the difference between Participant's age and 50, if Participant is between age 51 and age 62, or (c) 100%, if Participant is age 62 or older. In the event of a Participant's termination of employment on account of death or "complete and total disability" (as defined below in Section 9), all amounts credited under the Plan to that Participant shall become fully vested and nonforfeitable as a result of such event. In the event of a Change in Control, all amounts credited under the Plan to 3 each affected Participant shall become fully vested and nonforfeitable as a result of such event. Notwithstanding the foregoing, amounts shall vest hereunder in accordance with the terms of any severance agreement or other written arrangement between the Participant and the Company. In addition, and notwithstanding the foregoing, the accounts transferred to this Plan from the Company's Deferred Compensation Plan, including any and all investment performance hereunder, shall continue to vest under the terms of the Deferred Compensation Plan. View More
View Variation
Vesting. Each Performance-Based Restricted Stock Unit grant will be subject to a three-year cliff vesting schedule ending on the third anniversary of the date of grant, subject to achievement of the applicable performance measures and continued employment. Each Time-Based Restricted Stock Unit grant will vest ratably in one-third increments on each of the first, second and third anniversaries of the date of grant subject to continued employment. Each Stock Option grant will vest ratably in one-third incr...ements on each of the first, second and third anniversaries of the date of grant subject to continued employment 4. Award Agreements. Each Restricted Stock Unit and Stock Option grant awarded pursuant to this LTIP will be evidenced by a Restricted Stock Unit Agreement or Stock Option Agreement in accordance with Section the Stock Plan, which will specify the number of shares subject to the award, the vesting schedule, the payment provisions, including dividend or dividend equivalent payment provisions, if any, and such other provisions as the Committee determines including, without limitation, provisions regarding continued employment with the Company, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of specific performance goals, and/or restrictions under applicable federal or state securities laws. View More
Vesting. Each Except as otherwise specified by the Committee or as set forth in the Restricted Stock Unit Agreement of a Key Employee, (i) each Performance-Based Restricted Stock Unit grant will be subject to a three-year cliff vesting schedule ending on the third anniversary of the date of grant, subject to achievement of the applicable performance measures and continued employment. Each (ii) each Time-Based Restricted Stock Unit grant will vest ratably in one-third increments on each of the first, seco...nd and third anniversaries of the date of grant subject to continued employment. Each grant. 4. Restricted Stock Option grant will vest ratably in one-third increments on each of the first, second and third anniversaries of the date of grant subject to continued employment 4. Award Unit Agreements. Each Restricted Stock Unit and Stock Option grant awarded pursuant to this LTIP will be evidenced by a Restricted Stock Unit Agreement or Stock Option Agreement in accordance with Section 4.3 of the Stock Plan, which will specify the number of shares subject to the award, the vesting schedule, the payment provisions, including dividend or dividend equivalent payment provisions, if any, and such other provisions as the Committee determines including, without limitation, provisions regarding continued employment with the Company, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of specific performance goals, and/or restrictions under applicable federal or state securities laws. View More
View Variation
Vesting. The Annual Award RSUs shall vest in a single installment on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next annual meeting of the Company's stockholders occurring after the date of grant, in either case, subject to the Non-Employee Director continuing in service as a Non-Employee Director through such vesting date.
Vesting. The Annual Award RSUs Each Option shall vest in a single installment and become exercisable on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next annual meeting of the Company's stockholders occurring after the date of grant, in either case, subject to the Non-Employee Director continuing in service as a Non-Employee Director through such vesting date.
View Variation
Vesting. Except as otherwise provided in this Agreement or by action of the Committee to reduce the number of Restricted Stock Units that would otherwise vest hereunder, the Restricted Stock Units shall vest as set forth in Attachment 1.4.Termination of Employment Status. (a)Except as set forth in subsection (b) or Section 5 below, Employee:(i) must be an employee of the Company or one of its subsidiaries at the time the Committee certifies the achievement of the Performance Period performance criteria f...or the vesting of any portion of the Restricted Stock Unit Award (the performance criteria being Cumulative BVA, Cumulative EPS, and TSR Percentile Ranking, as defined in Attachment 1); and (ii) shall forfeit the entire unvested Restricted Stock Unit Award if, before such certification, Employee's employment with Wolverine or its subsidiaries terminates (the "Employment Termination") or the Committee terminates the Restricted Stock Unit Award (an "Award Termination"). (b) If the Employment Termination is:(i) due to Employee's:(1) Disability; (2) death; or(3) Retirement; or(ii) due to such other circumstances as the Committee in its discretion allows;then the number of Restricted Stock Units which shall vest at the end of the Performance Period shall be calculated as set forth in subsection (c), subject to reduction by the Committee in its discretion. If there is an Award Termination, the Committee may in its discretion allow some or all of the Restricted Stock Units to vest, calculated as set forth in subsection (c), subject to reduction by the Committee in its discretion. (c) As soon as reasonably practicable following the end of the Performance Period, the Committee shall calculate, as set forth in Attachment 1, the number of Restricted Stock Units that would have vested based on the attainment of the performance criteria if Employee's employment or Restricted Stock Units had not been terminated prior to the certification. The remainder of the Restricted Stock Units shall be automatically forfeited. View More
Vesting. Except as otherwise provided in this Agreement or by action of the Committee to reduce the number of Restricted Stock Units that would otherwise vest hereunder, the Restricted Stock Units shall vest as set forth in Attachment 1.4.Termination 1.5. Termination of Employment Status. (a)Except as set forth in subsection (b) or Section 5 6 below, Employee:(i) must be an employee of the Company or one of its subsidiaries at the time the Committee certifies the achievement of the Performance Period per...formance criteria for the vesting of any portion of the Restricted Stock Unit Award (the performance criteria being Cumulative BVA, Cumulative EPS, and TSR Percentile Ranking, as defined in Attachment 1); and (ii) shall forfeit the entire unvested Restricted Stock Unit Award if, before such certification, Employee's employment with Wolverine or its subsidiaries terminates (the "Employment Termination") or the Committee terminates the Restricted Stock Unit Award (an "Award Termination"). (b) If the Employment Termination is:(i) due to Employee's:(1) Disability; disability (as defined in Wolverine's long-term disability plan); (2) death; or(3) Retirement; (3) Retirement, absent a determination to the contrary by the Compensation Committee (after taking into consideration the Factors, as defined below) within fourteen days following such termination of employment (the "Determination Period"); or(ii) due to such other circumstances as the Committee in its discretion allows;then the number of Restricted Stock Units which shall vest at the end of the Performance Period shall be calculated as set forth in subsection (c), subject to reduction by the Committee in its discretion. If there is an Award Termination, the Committee may in its discretion allow some or all of the Restricted Stock Units to vest, calculated as set forth in subsection (c), subject to reduction by the Committee in its discretion. discretion."Factors" that would result in a determination to the contrary by the Compensation Committee shall include Employee's: (i) inadequate job performance; (ii) inadequate notice of resignation; (iii) intention for comparable future employment at a third party organization; (iv) intention for future employment or other service or advisory relationship with a competitor of the Company; or (v) any other similar consideration. (c) As soon as reasonably practicable following the end of the Performance Period, the Committee shall calculate, as set forth in Attachment 1, the number of Restricted Stock Units that would have vested based on the attainment of the performance criteria if Employee's employment or Restricted Stock Units had not been terminated prior to the certification. The remainder of the Restricted Stock Units shall be automatically forfeited. View More
View Variation