Vesting Contract Clauses (4,221)

Vesting. Except in the event of your Termination of Employment due to death or Disability, or as otherwise provided in Section 8 of this Agreement relating to a Change in Control, the Restricted Stock Units [and Additional Restricted Stock Units] will vest as provided on the attached Vesting Schedule Table, which is incorporated into, and made a part of, this Agreement.

Vesting. In order to vest in an RSU, the Grantee must be continuously employed by the Company and its Affiliates from the Grant Date through the applicable Vesting Date listed above. All unvested RSUs shall be immediately cancelled upon termination of employment for any reason before the Vesting Date, except as specifically provided below: i. Death or Disability. If the Grantee's employment with the Company and its Affiliates terminates prior to the Vesting Date as a result of the Grantee's death or disa...bility, then the RSU shall vest as of such date. For this purpose, "disability" shall have the same definition as provided in the long-term disability plan sponsored by the Company or an Affiliate in which the Grantee is eligible to participate.1 Exhibit 10(b) ii. Retirement Eligibility. If, on or after the first anniversary of the Grant Date (and prior to the Vesting Date), the Grantee attains age 60 and completes 5 years of continuous employment with the Company and its Affiliates, then the RSU shall vest as of such date. iii. Transfer of Business to Successor Employer. If the Grantee's employment with the Company and its Affiliates terminates prior to the Vesting Date as a result of transferring directly to employment with a successor employer in connection with transfer by the Company or Affiliate of a business operation, then the RSU shall vest as of such date. View More

Vesting. (a) General. Subject to Section 2(b) and 2(c), the PSUs shall be subject to both time- and performance-based vesting conditions and shall only be deemed fully vested when both time-vested and performance-vested in accordance with the terms hereof. (i) Time-Vesting. The PSUs shall time vest as set forth in the Time-Vesting Schedule above, subject to the Participant's Continuous Service from the Grant Date through the applicable vesting date (each applicable vesting date, a "Time-Vesting Date"). I...f the number of PSUs that vest on a particular Time-Vesting Date includes any fractional PSUs, such fractional portion shall not vest on such Time-Vesting Date and shall instead vest on the next applicable Time-Vesting Date. (ii) Performance-Vesting. As set forth in the Performance-Vesting Schedule Above, the PSUs shall be divided into Performance Tranches, with the PSUs subject to each Performance Tranche becoming performance-vested if, for any 20 trading days out of 30 consecutive trading days beginning after the Grant Date, the volume-weighted average price per Share (the "VWAP") over such period is greater than the applicable VWAP Hurdle. If the number of PSUs that vest in a particular Performance Tranche includes any fractional PSUs, such fractional portion shall not vest with such Performance Tranche and shall instead vest in the last Performance Tranche. In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event affects the fair value of the PSUs, then the Administrator may equitably adjust the VWAP Hurdles to the extent the Administrator deems necessary to prevent enlargement or dilution of the Participant's rights with respect to the PSUs. 2 (b) Termination of Service. If the Participant incurs a termination of Continuous Service for any reason, any unvested PSUs shall be forfeited without consideration by the Participant. (c) Change in Control. Upon the occurrence of a Change in Control, any outstanding PSUs shall be treated as set forth in Section 13(c) of the Plan. View More

Vesting. Contributions made under this Participation Agreement are subject to a two-tier vesting schedule as described in paragraphs (a) and (b) below. (a) Provisional Vesting. The Initial Discretionary Contribution (as defined in Section 3(b) herein) and the Initial P&L Contribution (as defined in Section 3 (a) herein) shall provisionally vest upon completion of six (6) Years of Service with the Employer. Subsequent P&L Contributions made under Section 3(a) and Discretionary Contributions (if any) made ...under Section 3(b), will provisionally vest upon completion of two (2) Years of Service measured from the date of the respective contribution is made. 100% of the Participant's SERP Account balance will provisionally vest upon the Participant's death or Disability, prior to his Normal Retirement Age. For example: Assuming the Participant is employed by the Employer on January 5, 2021, the Initial P&L Contribution and Discretionary Contribution (2018) will provisionally vest on January 5, 2021 (six year anniversary of the Participant's date of hire). Notwithstanding the foregoing, if the Participant attains Normal Retirement Age on March 1, 2020, he shall become provisionally vested in 100% of the Initial P&L Contribution and Discretionary Contribution (2018) and all other contributions made to his SERP Account. See Section 5 below for additional information on the Participant's rights to his provisionally vested SERP Account balance. (b) Full Vesting. Each P&L Contribution and Discretionary Contribution credited to the Participant's SERP Account will fully vest upon the Participant's Normal Retirement Age and upon a Change in Control. In addition, upon Separation from Service prior to attainment of Normal Retirement Age, the Participant will fully vest in 25% of his provisionally vested SERP Account balance. See Example in Section 5(a) below. 2 5. Form and Timing of Distribution of SERP Account Balance. (a) Separation from Service Prior to Attainment of Normal Retirement Age. In the event the Participant has a Separation from Service for reasons other than Cause, prior to attaining Normal Retirement Age, the Participant (or his Beneficiary) will receive a lump sum payment equal to his fully vested SERP Account balance (determined in accordance with 4(b) above) 30 days following the Participant's Separation from Service. For example: Participant dies at age 60 with 5 Years of Service with the Employer. His provisionally vested SERP Account Balance is $200,000 and his un-vested SERP Account $100,000. Based on the facts, upon the Participant's death he is provisionally vested in 100% of his SERP Account balance ($300,000). However, because the Participant has not attained Normal Retirement Age, his Beneficiary will receive a lump sum payment equal to $75,000 and the remainder of his provisionally vested SERP Account balance will be forfeited. (b) Separation from Service on or After Attaining Normal Retirement Age. Upon attainment of Normal Retirement Age followed by a Separation from Service for reasons other than Cause, the Participant will receive his entire vested SERP Account balance (100%) in installments over a five (5) year period. Payments under this paragraph (b) will commence on the 1st day of the full calendar month following the Participant's Separation from Service. (c) Change in Control. The Participant shall receive a lump sum payment equal to 100% of his vested SERP Account balance, valued as of the Change in Control date. Unless otherwise delayed under Section 409A of the Internal Revenue Code, payment under this paragraph (c) will be made 30 days following the Change in Control. If the payment of the Participant's SERP Account balance, either alone or together with any other payments and benefits the Participant has the right to receive from the Employer, would constitute a "parachute payment" under Section 280G of the Code, such payments and benefits shall be reduced by the minimum amount necessary to result in no portion of such payments and benefits being non-deductible to the Employer pursuant to Section 280G of the Code and subject to excise tax imposed under Section 4999 of the Code. (d) Payments following Death. If the Participant dies prior to the distribution of his entire SERP Account balance, the remaining installment payments will be paid in a lump sum to the Participant's Beneficiary, or if none is designated, his estate. View More

Vesting. Except as otherwise provided in this Section 3, Restricted Stock Units subject to this grant shall vest as follows: (a) 15,000 Restricted Stock Units shall vest, if during calendar year 2021 the last reported closing price of the Company's common stock for any twenty (20) trading days within any consecutive thirty (30) trading day period is greater than or equal to $19.00 per share; provided, however, that if the vesting condition is not achieved during calendar year 2021, the 15,000 Restricted ...Stock Units discussed in this Section 3(a) shall roll over to calendar year 2022 and shall vest, if during calendar year 2022 the last reported closing price of the Company's common stock for any twenty (20) trading days within any consecutive thirty (30) trading day period is greater than or equal to $19.00 per share; (b) 15,000 Restricted Stock Units shall vest, if during calendar year 2022 the last reported closing price of the Company's common stock for any twenty (20) trading days within any consecutive thirty (30) trading day period equals or exceeds $19.00 per share; (c) 15,000 Restricted Stock Units shall vest, if during calendar year 2023 the last reported closing price of the Company's common stock for any twenty (20) trading days within any consecutive thirty (30) trading day period is greater than or equal to $22.00 per share; and (d) 15,000 Restricted Stock Units shall vest, if during calendar year 2024 the last reported closing price of the Company's common stock for any twenty (20) trading days within any consecutive thirty (30) trading period is greater than or equal to $25.00 per share. In the event of the Participant's Termination of Service by the Company without Cause, all unearned Restricted Stock Units awarded under this Award Agreement that could vest during the calendar year in which the Termination of Service occurs shall vest immediately prior to the Termination of Service; provided, that in no event shall the number of unearned Restricted Stock Units that can vest in 2022 in accordance with this Section exceed 15,000 Restricted Stock Units. Notwithstanding anything else contained herein, if there is a Change of Control prior to a Termination of Service, all unearned Restricted Stock Units awarded under this Award Agreement shall vest immediately prior to the Change of Control. View More

Vesting. a. The Restricted 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) (subject to such rounding conventions as may be employed by the Company from time to time): i. [One-third] of the Restricted Shares shall vest on the [first] anniversary of the Date of Grant; ii. [One-third] of the Restricted Shares shall vest on the [second] anniversary of the Date of Grant; and iii. [On...e-third] of the Restricted Shares shall vest on the [third] anniversary of the Date of Grant; provided, in each case, that the Stockholder remains in continuous employment or other service with the Company or a Subsidiary ("Continuous Service") through each such vesting date. b. Any Restricted Shares as to which the risks of forfeiture have not lapsed shall be forfeited immediately if the Stockholder's Continuous Service terminates for any reason or no reason, with or without cause. 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. (a) The RSUs will vest in 12 equal quarterly increments with the first vesting date being November 4, 2021, as detailed on Schedule A. All RSUs shall immediately vest upon (i) the Recipient ceasing to be an employee, advisor, director or consultant for the Company, or (ii) upon the Company or its wholly-owned subsidiary, Zest Labs, Inc., a Delaware corporation ("ZEST"), incurring a Change of Control. (b) Vested RSUs shall be paid out in the form of shares of the Company's Common Stock with deliv...ery of the Common Stock occurring upon the vesting dates or if vesting occurs upon a Change of Control immediately prior to the occurrence of such Change of Control. View More

Vesting. (a) Subject to Sections 2(b) and 7, the RSUs shall become vested in full upon the consummation of the Company's initial Business Combination (the "Vesting Date"); provided that the Participant remains in continuous service as a member of the Board of Directors of the Company (the "Board") through the time that is immediately prior to the consummation of the Company's initial Business Combination. In the event that the Company does not consummate a Business Combination prior to the date required ...under its Governing Documents, all RSUs shall be automatically forfeited without consideration, and this RSU Award Agreement shall be null and void. (b) If the Participant's service as a member of the Board is terminated for any reason prior to the time that is immediately prior to the consummation of the Company's initial Business Combination, then on the date of such termination from service (i) this RSU Award Agreement shall terminate and all rights of the Participant with respect to the RSUs shall immediately terminate, (ii) the RSUs shall be forfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in the RSUs. View More

Vesting. (a) General. Subject to Section 2(b) and Section 2(c), 100% of the RSUs shall vest on the first anniversary of the Grant Date (the "Vesting Date"), subject to the Participant's continued service from the Grant Date through the Vesting Date (with the period from the Grant Date through the Vesting Date, the "Vesting Period"). (b) Termination of Service. Subject to the immediately following sentence, upon the Participant's Termination of Service for any or no reason prior to the Vesting Date, any u...nvested RSUs shall be immediately forfeited without consideration, and upon the Participant's Termination of Service by the Company for Cause, all RSUs (whether vested or unvested) shall be immediately forfeited without consideration. Notwithstanding anything to the contrary in the Plan, in the event of the Participant's Termination of Service prior to the Vesting Date that is triggered by the Company without Cause or due to the Participant's death or being deemed Disabled, any unvested RSUs may accelerate and vest upon such Termination of Service if, and to the extent, determined in the discretion of the Administrator. 1 Note to Draft: To the extent a grant is being made to a non-US based employee, local counsel will need to review and fold in necessary changes based upon the agreed upon US form. (c) Change in Control. In the event of a Change in Control, any outstanding RSUs shall be treated as set forth in Section 5(b) of the Plan. View More

Vesting. Unless otherwise provided in the Plan, your Performance Stock Units shall vest and become Vested PSUs in accordance with the terms and conditions of the Award Agreement.