Vesting Contract Clauses (4,221)

Vesting. (a) For any Award Period, the following number of Performance Shares shall vest if and only if a Management Representative (defined below) or the Compensation Committee, as applicable, determines, in accordance with this Paragraph 4, that the Performance Target (as defined in Paragraph 4(e)(iii)) for that Award Period has been met by the Trust: [Insert Vesting Schedule] If there are any Performance Shares that have not vested after Management's Representative or the Compensation Committee, as ap...plicable, has determined the number of Performance Shares that will vest with respect to the final Award Period, then any and all then-remaining Performance Shares which have not vested shall terminate and be forfeited. (b) Within sixty (60) days after the end of each Award Period, Management's Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Grantee (or the executors or administrators of the Grantee's estate) of such determination. If Management's Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Grantee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control. (d) As soon as reasonably practicable after the vesting of all or any portion of the Performance Shares, the Trust shall notify Grantee or the Grantee's legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares ("Tax Notice"). Grantee or Grantee's legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not be required to remove the restrictions on such Shares until such time as the Grantee or the Grantee's legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Trust from time to time, may permit the Grantee or the Grantee's legal representative to satisfy the Trust's minimum statutory tax withholding obligations as determined by the Trust's accounting department through (i) the sale of all or a portion of such Shares resulting from this Agreement through the employer's broker or (ii) by returning to the Trust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot be returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Grantee or Grantee's legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the Trust all or a portion of the Shares issued under this Agreement; or (ii) withholding the required amounts from other amounts due the Grantee or Grantee's legal representative, as applicable. The Trust is authorized to pay over to the appropriate authority, all federal, state, county, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling. (e) For purposes of this Agreement: (i) "Management's Representative" shall mean and refer to [INSERT REPRESENTATIVE]. (ii) "Compensation Committee" shall mean and refer to the Compensation Committee of the Board of Trustees of the Trust. (iii) The "Performance Target" for an Award Period shall mean [INSERT PERFORMANCE CRITERIA] 5. Forfeiture. If there is a termination of the Grantee's Service with the Trust for any reason, then all rights of the Grantee to any and all then-remaining Performance Shares which have not vested, after giving application to Paragraphs 4(a), 4(b) and 4(c), shall terminate and be forfeited. Upon forfeiture of all or any portion of Performance Shares, the certificate(s) representing the forfeited Performance Shares shall be cancelled or the forfeited Performance Shares shall be removed from the Grantee's book entry account, returned to the Trust and canceled, as applicable. View More

Vesting. Unless otherwise set forth in an agreement between the Participant and the Company, the RSUs shall become vested pursuant to the terms of this Agreement and the Plan as follows if the Participant has been continuously providing service to the Company until such date: xxx on Vest Date 1xxx on Vest Date 2xxx on Vest Date 3 Notwithstanding anything herein or in the Plan or Guidelines to the contrary, if the Participant incurs a termination of service for any reason at any time prior to the date suc...h RSUs become fully vested, the Participant shall forfeit any unvested RSUs as of the date of termination of service. There shall be no proportionate or partial vesting in the periods prior to the applicable vesting dates and all vesting shall occur only on the appropriate vesting date. View More

Vesting. (a) Unless otherwise set forth in an agreement between the Participant and the Company, the number of PSUs that vest, if any, shall be determined by the level of attainment of the performance metric during the performance period in accordance with Appendix A attached hereto, subject to the Participant continuously providing services to the Company or its Affiliates through XXX. The Committee shall certify the level of achievement of the performance metric no later than thirty (30) days following... the Committee's receipt of audited financial statements for the last year of the applicable performance period. (b) Unless otherwise set forth in an individual employment or severance agreement between the Participant and the Company, the Plan or the Guidelines, if the Participant incurs a termination of service for any reason at any time prior to XXX, the Participant shall forfeit any unvested PSUs as of the date of termination of service. WEIL:\97750742\5\61756.0006 (c) Upon a Change in Control, the Committee may determine the treatment of the PSUs in accordance with Section 12.1 of the Plan, provided that if the Committee determines that the performance metric(s) set forth on Appendix A would likely have been achieved below the threshold performance level, then the Committee may determine that the PSU will be canceled in its entirety immediately prior to the Change in Control. View More

Vesting. Subject to the Closing, all of the Sponsor Shares as of the Sponsor Share Conversion shall be subject to the vesting provisions set forth in this Section 2 (such vesting a "Release Event"). Any shares of Common Stock beneficially owned by any Person other than the Sponsor Shares shall not be subject to vesting. The Sponsor agrees that it shall not Transfer any unvested Sponsor Shares prior to the date such Sponsor Shares become vested pursuant to this Section 2. In the event that a Release Event... has not occurred on or prior to the expiration of the Measurement Period, Sponsor agrees to forfeit any of its Sponsor Shares that have not been vested upon a Release Event. 4 (a) If, at any time during the ten (10) years following the Closing (the "Measurement Period"), the VWAP of Common Stock is greater than $12.00 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first satisfied, the "First Earnout Achievement Date"), then 20% of the unvested Sponsor Shares owned by the Sponsor as of the Sponsor Share Conversion shall vest on the First Earnout Achievement Date. (b) If, at any time during the Measurement Period, the VWAP of Common Stock is greater than $18.00 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first satisfied, the "Second Earnout Achievement Date"), then 20% of the unvested Sponsor Shares owned by the Sponsor as of the Sponsor Share Conversion shall vest on the Second Earnout Achievement Date. (c) If, at any time during the Measurement Period, the VWAP of Common Stock is greater than $24.00 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first satisfied, the "Third Earnout Achievement Date"), then 20% of the unvested Sponsor Shares owned by the Sponsor as of the Sponsor Share Conversion shall vest on the Third Earnout Achievement Date. (d) If, at any time during the Measurement Period, the VWAP of Common Stock is greater than $32.00 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first satisfied, the "Fourth Earnout Achievement Date"), then 20% of the unvested Sponsor Shares owned by the Sponsor as of the Sponsor Share Conversion shall vest on the Fourth Earnout Achievement Date. (e) If, at any time during the Measurement Period, the VWAP of Common Stock is greater than $50.00 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first satisfied, the "Fifth Earnout Achievement Date"), then 20% of the unvested Sponsor Shares owned by the Sponsor as of the Sponsor Share Conversion shall vest on the Fifth Earnout Achievement Date. (f) Notwithstanding the foregoing, in the event that a definitive agreement that contemplates a Change of Control is entered into after the Closing, all of the unvested Sponsor Shares as of the Sponsor Share Conversion shall vest immediately prior to such Change of Control, and the Sponsor shall receive the same per share consideration (whether stock, cash or other property) in respect of all the Sponsor Shares as the other holders of Common Stock participating in such Change of Control. (g) The Common Stock price targets set forth in Section 2(a), Section 2(b), Section 2(c), Section 2(d) and Section 2(e) shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to the Common Stock occurring on or after the Closing (other than the transactions contemplated by the Merger Agreement). 5 3. Tax Treatment. The Parties intend that the Sponsor Share Conversion and Sponsor Warrant Conversion will be treated as a tax-free recapitalization under Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended. View More

Vesting. The Performance Shares shall become vested at the end of the Performance Period, provided that the Grantee has remained employed by the Company or a Subsidiary or Division since the Grant Date, except as otherwise provided in Sections 6 and 7 of this Agreement, and subject to the achievement of the performance measure goals set forth in Appendix A for the Performance Period. Vested Performance Shares shall be settled in Shares (or, in the discretion of the Committee, in cash equal to the Fair Ma...rket Value thereof). Settlement and delivery of the applicable number of Shares (or cash equivalent, if applicable) shall be made as soon as practicable following vesting, but in no event later than two and one-half (21⁄2) months after the vesting date. View More

Vesting. The Restricted Shares are being acquired prior to the time that they have become vested in accordance with the terms of the Option Agreement. Accordingly, the Restricted Shares are subject to the Corporation's repurchase right set forth in Section 5 below and other restrictions set forth herein. The Restricted Shares shall vest, and the Corporation's repurchase right under Section 5 shall lapse, as of the date(s) that the Option would have otherwise become vested as to such Restricted Shares. Th...e maximum number of Restricted Shares that may vest on any occasion or event shall not exceed the number of shares that would have otherwise vested on such date under the Option Agreement had the underlying stock option not been exercised early to acquire the Restricted Shares. No additional Restricted Shares shall vest after the Purchaser's Severance Date. View More

Vesting. Subject to the limitations contained herein, the Shares will vest pursuant to the Vesting Schedule in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. "Vested Shares" will mean Shares that have vested in accordance with the Vesting Schedule, and "Unvested Shares" will mean Shares that have not vested in accordance with the Vesting Schedule.

Vesting. a. The Performance Shares shall be forfeitable until the risks of forfeiture lapse according to the following schedule and the satisfaction of the other conditions set forth in this Section 2(a): i. [30]% of the Performance Shares shall vest on the day that the Company files with the Securities and Exchange Commission, or otherwise publishes with the OTC Markets or any applicable stock exchange, its annual report for the year ended December 31, [2021]; ii. [30]% of the Performance Shares shall v...esting on the day that the Company files with the Securities and Exchange Commission, or otherwise publishes with the OTC Markets or any applicable stock exchange, its annual report for the year ended December 31, [2022]; and iii. [40]% of the Performance Shares shall vest on the day that the Company files with the Securities and Exchange Commission, or otherwise publishes with the OTC Markets or any applicable stock exchange, its annual report for the year ended December 31, [2023]; provided, in each case, that (x) the Stockholder remains in continuous employment with the Company or an Affiliate through December 31 of the year preceding the applicable vesting date, and (y) for the applicable year, the Company achieves [_]%, [_]%, and [_]% of the profit metric, defined as net income calculated in accordance with accounting principles generally accepted in the United States, as adjusted for interest expense, income taxes, depreciation and amortization and stock-based compensation expense (Adjusted EBITDA) divided by sales (as such results are reported in the Company's annual report for the applicable year), for the years ended December 31, [2021], [2022], and [2023], respectively. b. Any Performance Shares as to which the risks of forfeiture have not lapsed shall be forfeited immediately if (i) the Stockholder ceases to be continuously employed by the Company or an Affiliate for any reason or no reason, with or without cause; or (ii) the Company fails to achieve the applicable percentage of the profit metric for the applicable year. c. Notwithstanding the foregoing provisions of this Section 2, in the event of a Change of Control during the Restriction Period, the vesting schedule set forth in this Section 2 may be accelerated in whole or in part at the sole discretion of the Committee. View More

Vesting. Subject to the limitations contained herein, your Award will vest as provided in your Grant Notice; provided that, notwithstanding the vesting terms of your Grant Notice, to the extent the number of your Shares released from the lock-up restrictions in Section 6 below exceeds the number of your vested Shares, then a number of Shares equal to such difference shall be deemed automatically vested immediately prior to the applicable sale transaction solely to permit you to sell such Shares in the sa...me transaction (with such number of Shares reducing the number of Shares that will vest on the next vesting date). Vesting will cease upon your Termination. Upon your Termination, the Restricted Shares that were not vested on the date of such Termination will be subject to Section 6(c) of the Plan. View More

Vesting. Except as provided in paragraph 4, Participant's interest in the Restricted Stock shall be transferable and nonforfeitable ("Vested") to the extent provided in paragraphs (a), (b), and (c) below: (a) Continued Service. Participant's interest in __% of the Restricted Stock shall become Vested on _____________ (each such __________, a "Vesting Date"), provided that Participant has continued to provide services for the Company or a Subsidiary from the Date of Grant through the applicable Vesting Da...te. (b) Death or Disability. Participant's interest in the Restricted Stock (if not sooner Vested) shall become Vested on the date that Participant dies or becomes Disabled while Participant is a service provider of the Company or a Subsidiary. (c) Change of Control. Participant's interest in the shares of Restricted Stock (if not sooner Vested) shall become Vested on a Change of Control. View More