Vesting Contract Clauses (4,221)

Vesting. The Shares of Restricted Stock in your Award will be settled or will be forfeited depending on whether the terms and conditions described in the Grant Notice, this Award Agreement, and the Plan are satisfied. Accordingly, your Shares normally will vest on the "Normal Vesting Date" in accordance with the schedule identified in the Grant Notice. If the scheduled Normal Vesting Date is a non-business day, the next following business day will be considered the Normal Vesting Date. Termination Due to... Death or Disability. If you terminate due to death or Disability, your Shares of Restricted Stock will vest fully on the date of your death or Disability. b. Termination Due to Retirement. If you terminate due to Retirement, and provided that the Committee agrees to treat your termination as a Retirement, you will vest in a prorated portion of your Shares of Restricted Stock determined by multiplying the number of your Award Shares by a fraction, the numerator of which is the number of whole months you were employed from the Grant Date to the date of Retirement, and the denominator of which is 36. c. Termination by the Company without Cause or by Participant for Good Reason. If the Company terminates your employment without "Cause," or you terminate your employment with the Company for "Good Reason," each as defined in Exhibit A attached hereto and incorporated herein, you will vest in and receive a prorated portion of your Award Shares determined in the same manner as described in Section 5(b) hereinabove based on your termination date. d. Termination for any Other Reason. If your employment with the Company terminates under any other circumstance (including if such termination is by the Company for Cause regardless of whether such termination could also constitute a Retirement), your Shares of Restricted Stock will be forfeited on your termination date. If such a Change in Control occurs prior to the Normal Vesting Date and in connection therewith or within two years thereafter your employment is terminated either by the Company or a successor in interest for any reason other than for "Cause" or by you for "Good Reason," your Shares of Restricted Stock which remain unvested as of the termination date will fully vest. View More

Vesting. (a) Except as otherwise provided in Section 3 hereof, the Restricted Stock Units shall vest one-third on each of [ ] (each, a "Vesting Date"), subject to the Participant's Continuous Service through such Vesting Date and subject to satisfaction of the Performance Vesting Factor. For purposes of this Agreement, "Performance Vesting Factor" means that, during the performance period beginning on [date of grant] and ending on the third anniversary of such grant date (the "Performance Period"), the C...ompany's common stock closing price must be equal to or exceed $1.00 for twenty consecutive trading days. If the Performance Vesting Factor is achieved prior to the first Vesting Date, then the Restricted Stock Units will vest in full and be earned on each Vesting Date. If the Performance Vesting Factor is not earned before any Vesting Date, the Restricted Stock Units that would vest on such Vesting Date shall be considered vested but not earned until the Performance Vesting Factor is met. Any vested but unearned Restricted Stock Units will fully vest and be earned on the next Vesting Date by which the Performance Vesting Factor is satisfied, or, if later, on the last day of the Performance Period; provided, that if the Participant has vested but unearned Restricted Stock Units and ceases providing Continuous Service during the Performance Period for any reason other than termination for Cause, but after the date the Performance Vesting Factor is satisfied, the vested but unearned Restricted Stock Units will fully vest and be earned and will be paid on the date of termination of service. If the Performance Vesting Factor is not satisfied by the end of the Performance Period, the Restricted Stock Units shall be forfeited and shall not vest. The Performance Vesting Factor shall be adjusted if the Company engages in any stock split, reverse stock split or other capitalization affecting all common stock during the Performance Period. (b) Notwithstanding any other provision of the Plan or this Agreement to the contrary, until the restrictions set forth in this Section 2 have lapsed, the Restricted Stock Units may not be transferred, assigned or otherwise encumbered other than in accordance with the applicable provisions of Section 6 hereof. View More

Vesting. (a) Time Vesting. Subject to Sections 4(b) – (e) and 5 below, the Restrictions set forth in Section 5 below will lapse and the Profits Interest Units will vest and become nonforfeitable in accordance with and subject to the time vesting schedule set forth on Exhibit A attached hereto, subject to the Participant's continued status as a Service Provider through each applicable vesting date. (b) Qualifying Termination Due to Death or Disability. In the event that the Participant incurs a Qualifying... Termination due to the Participant's death or Disability, the Profits Interest Units will vest in full and become nonforfeitable upon such Qualifying Termination. (c) Qualifying Termination without Cause Not in Connection with a Change in Control. In the event that the Participant incurs a Qualifying Termination due to a termination by the Company, the Partnership or any Subsidiary other than for Cause or by the Participant for Good Reason, in either case, prior to a Change in Control or more than twelve (12) months following a Change in Control, subject to and conditioned upon the Participant's execution of a general release of claims in a form prescribed by the Company (the "Release") within twenty-one (21) days (or forty-five (45) days if necessary to comply with Applicable Law) after the date of such Qualifying Termination and, if the Participant is entitled to a seven (7) day post-signing revocation period under Applicable Law, the Participant's non-revocation of such Release during such seven (7) day period, the Award will vest and become nonforfeitable on the fifty-fifth (55th) day following the date of such Qualifying Termination with respect to that number of Profits Interest Units subject to the Award which would have become vested and nonforfeitable during the twelve (12) month period immediately following the date of such Qualifying Termination had the Participant remained continuously employed by the Company, the Partnership or any Subsidiary during such period (and will, following the Participant's Qualifying Termination, remain outstanding and eligible to vest on such date if the Release has become effective and irrevocable). (d) Qualifying Termination without Cause in Connection with a Change in Control. In the event that a Change in Control occurs and the Participant incurs a Qualifying Termination due to a termination by the Company, the Partnership or any Subsidiary other than for Cause upon or within twelve (12) months following such Change in Control, subject to and conditioned upon the Participant's execution of the Release within twenty-one (21) days (or forty-five (45) days if necessary to comply with Applicable Law) after the date of such Qualifying Termination and, if the Participant is entitled to a seven (7) day post-signing revocation period under Applicable Law, the Participant's non-revocation of such Release during such seven (7) day period, the Profits Interest Units will vest in full and become nonforfeitable on the fifty-fifth (55th) day following the date of such Qualifying Termination (and will, following the Participant's Qualifying Termination, remain outstanding and eligible to vest on such date if the Release has become effective and irrevocable). (e) Retirement. In the event of the Participant's Retirement, if the Company either (i) fails to offer the Participant a Consulting Agreement to be effective upon the Participant's Retirement to ensure that the Participant does not incur a Termination of Service upon the Participant's Retirement, or (ii) enters into a Consulting Agreement with the Participant and thereafter terminates the Consulting Agreement and the consulting relationship established thereby without "cause" (defined in a manner substantially similar to, and no more expansive in scope than, Cause), then, subject to and conditioned upon the Participant's execution of the Release within twenty-one (21) days (or forty-five (45) days if necessary to comply with Applicable Law) after the date of 4 the Participant's Termination of Service and, if the Participant is entitled to a seven (7) day post-signing revocation period under Applicable Law, the Participant's non-revocation of such Release during such seven (7) day period, the Profits Interest Units will vest in full and become nonforfeitable on the fifty-fifth (55th) day following the date of such Termination of Service (and will, following the Participant's Termination of Service, remain outstanding and eligible to vest on such date if the Release has become effective and irrevocable). View More

Vesting. The Restricted Shares shall vest and the forfeiture restrictions shall lapse as set forth on Exhibit A, provided that Participant remains continuously engaged as a Director of the Company. If Participant no longer serves as a Director of the Company, any Restricted Shares not then vested shall not vest (except as otherwise provided herein) and shall be forfeited back to the Company; provided, however, that any such Restricted Shares not then vested shall vest (i) in the 2 event that on or within... one (1) year after the effective date of a Change of Control, Participant ceases to serve as a Director of the Company (whether due to resignation, removal, not being re-elected by the stockholders or not standing for re-election or otherwise) other than due to removal for Cause, (ii) upon the death or Disability of Participant, or (iii) if Participant retires as a Director of the Company as a result of the mandatory director retirement policy adopted by the Board, as in effect from time to time. View More

Vesting. Subject to Section 11 of the Plan and Section 4 of this Agreement, RSUs shall vest as set forth in the Notice. RSUs scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest unless you continue to be an Associate until the time such vesting is scheduled to occur.

Vesting. Except as otherwise provided herein, provided that the Participant remains continuously employed by the Company through the date on which the RSUs vest (the "Vesting Date"), the RSUs will vest in accordance with the following schedule. No. of RSUs Vesting Date 10,000 One year from date of grant 10,000 Two years from date of grant 5. Share Issuance upon Vesting. Each vested RSU will be settled by issuance to the Participant of one (1) share of InfuSystem Common Stock ("Share") as soon as practica...ble following the Vesting Date, but in no event later than the close of the quarter in which such vesting occurs. Notwithstanding the foregoing, if the Participant is deemed a "specified employee" within the meaning of Section 409A of the Code, as determined by the Committee, at a time when the Participant becomes eligible for settlement of the vested RSUs upon his "separation from service" within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, settlement of the vested RSUs will be delayed until the earlier of the date that is six months following the Participant's separation from service or the Participant's death. 1 6. Change in Control. Notwithstanding any of the foregoing, upon the occurrence of a Change in Control (as defined below), any unvested RSUs shall vest as of the date of the Change in Control. Notwithstanding anything herein to the contrary, in the event of a Change in Control (as defined below), the Committee will take or cause to be taken one or more of the following actions to be effective as of the date of the Change in Control: (a) provide that the RSUs shall be assumed, or equivalent equity compensation shall be substituted ("Substitute Equity") by the acquiring or succeeding corporation (or an affiliate thereof), provided that the shares of stock issuable upon the exercise of the Substitute Equity will constitute securities registered in accordance with the Securities Act of 1933, as amended (the "1933 Act"), or such securities will be exempt from such registration in accordance with Sections 3(a)(2) or 3(a)(5) of the 1933 Act (collectively, "Registered Securities"), or in the alternative, if the securities issuable upon the exercise of the Substitute Equity do not constitute Registered Securities, then the Participant will receive upon consummation of the Change in Control transaction a cash payment for the RSUs surrendered equal to the fair market value of the consideration to be received for each Share in the Change in Control transaction times the number of Shares subject to the surrendered RSUs; or (b) in the event of a transaction under the terms of which the holders of the Shares of the Company will receive upon consummation thereof a cash payment (the "Merger Price") for each Share exchanged in the Change in Control transaction, to make or to provide for a cash payment to Participant equal to the Merger Price times the number of Shares under the RSUs. For purposes of this Agreement, the term "Change in Control" means: (a) the sale of all or substantially all of the assets of the Company; (b) the merger or recapitalization of the Company whereby the Company is not the surviving entity; or (c) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) of fifty percent (50%) or more of the outstanding voting securities of the Company by any person, trust, entity or group. View More

Vesting. Your RSUs vest over a period of three years from the Date of Grant. The number of RSUs vesting on each vesting date is set forth on your Grant Notice. The vesting date for each fiscal year (the "vesting year") will be the earlier of the date that is the 3rd business day following the Company's public release of its annual earnings for the immediately preceding fiscal year or November 15 of the vesting year as specified in your Grant Notice (the "Settlement Date"). Except as otherwise provided fo...r herein with respect to vesting upon retirement, RSUs that are not vested as of the effective date of the termination of your employment with the Company or a Subsidiary for any reason, including death, resignation or termination by the Company or Subsidiary ("Termination of Employment"), shall be forfeited. View More

Vesting. The Restricted Share Award shall vest as follows: _______________ , assuming the Participant continues to provide Service to the Company during that period or as otherwise provided by the Plan or Section 3 hereof. The Restricted Shares are subject to Section 6(e) of the Plan to the extent they have not vested and shall be held in escrow by the Company until they have vested and the Participant has satisfied all applicable tax withholding obligations as provided in Section 6 below. In addition, a...ny dividends paid in Shares with respect to unvested Restricted Shares by reason of Section 6(d) of the Plan or any Shares to which the Participant may be entitled by reason of application of Section 16 of the Plan to the unvested Restricted Shares shall, in each case, be subject to the same terms and conditions as are applicable to the unvested Restricted Shares under this Agreement and the Plan. View More

Vesting. (a) Vesting. The Option Right shall vest and become exercisable in [●] substantially equal installments on each of the [●] through [●] anniversaries of the Date of Grant (each such date, a "Vesting Date"); provided, with respect to each Vesting Date, that the Optionee has not experienced a "Termination of Service" (as defined below) prior to such date. There shall be no proportionate or partial vesting in the periods prior to each Vesting Date. (b) Termination. Any portion of the Option that is ...not vested as of the date of a Optionee's Termination of Service any reason shall terminate and expire on the date of such Termination of Service. View More

Vesting. (a) Subject to the provisions of Sections 3(b) - 3(e) hereof, the RSUs subject to this Award shall become vested as follows, provided that the Participant has not incurred a Termination prior to each such vesting date (each, a "Vesting Date"): Vesting Date Percentage of RSUs First Anniversary of the Grant Date 50% Second Anniversary of the Grant Date 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 appropriat...e Vesting Date, subject to the Participant's continued service with the Company or any of its Subsidiaries on each applicable Vesting Date. (b) Termination Without Cause; Resignation for Good Reason; Due to Death or Disability. Subject to Section 4(d), in the event the Participant's Service is terminated by the Company without Cause or by the Participant for Good Reason (each, as defined in the Company's Change in Control Severance Plan[, notwithstanding the definitions contained in the Participant's Offer Letter from the Company]), the Participant shall be entitled to vest a pro-rated portion of the next tranche of time-vested RSUs that would otherwise vest but for Participant's termination, with such pro-rated portion, if any, determined by multiplying the next unvested tranche by a fraction, the numerator of which is the number of days elapsed from the immediately preceding Vesting Date (or the Grant Date if no Vesting Date has occurred) through the Participant's date of termination, and the denominator of which is the number of days from the immediately preceding Vesting Date (or the Grant Date if no Vesting Date has occurred) through the next scheduled Vesting Date. Subject to Section 4(d), in the event the Participant's Service is terminated due to the Participant's death or Disability, all unvested time-vested RSUs will accelerate and vest. (c) Change in Control. Subject to Section 4(d), if a Change in Control occurs, and the successor or purchaser in the Change in Control has assumed the Company's obligations with respect to the RSUs or provided a substitute award and the Participant has a Qualifying Termination (as defined in the Company's Change in Control Severance Plan), the RSUs shall become fully vested as of the time immediately prior to such termination of Service, all remaining forfeiture restrictions shall immediately lapse as of the Vesting Date and the Vesting Date shall be deemed to be the date of such termination of Service; provided that if such Qualifying Termination occurs prior to a Change in Control, then the RSUs shall become fully vested as of the time immediately prior to such Change in Control, all remaining forfeiture restrictions shall 2 immediately lapse as immediately prior to such Change in Control and the Vesting Date shall be deemed to be the date of such Change in Control. (d) Committee Discretion to Accelerate Vesting. In addition to the foregoing, the Committee may, in its sole discretion, accelerate vesting of the RSUs at any time and for any reason. (e) Forfeiture. Subject to the terms of this Section 3, all unvested RSUs (taking into account any vesting that may occur upon the Participant's Termination in accordance with Section 3(b) hereof) shall be immediately forfeited upon the Participant's Termination for any reason. View More