Vesting Contract Clauses (4,221)

Vesting. The Options shall become vested and exercisable in accordance with the vesting schedule set forth on the signature page to this agreement ("Vesting Schedule").

Vesting. Unless otherwise provided in this Award Agreement or in the Plan, the RSUs shall become fully vested in one or more installments in accordance with the Vesting Schedule set forth in the Notice of Grant.

Vesting. Except as otherwise provided in the Terms and Conditions, the Units shall vest according to the schedule below. Name of Participant: Number of Deferred Stock Units: Grant Date: Vesting Schedule: 100% on [______________] By signing or otherwise authenticating this cover page, you agree to all of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have reviewed these documents and that they set forth the entire agreement between you and the Compa...ny regarding this Award. PARTICIPANT PROTO LABS, INC. By: Title: PROTO LABS, INC. 2012 LONG-TERM INCENTIVE PLAN Deferred Stock Unit Terms and Conditions 1. Vesting and Forfeiture. (a) The Company hereby confirms the grant to you, as of the Grant Date and subject to the terms and conditions of this Agreement and the Plan, the Award of Units in the amount specified on the cover page to this Agreement. Subject to Section 1(b), each Unit will vest as to the portion of Units and on the dates specified in the Vesting Schedule on the cover page to this Agreement, so long as your Service to the Company or any Affiliate does not end prior to such dates. (b) Vesting of the Units will be accelerated (i) upon the termination of your Service due to death or disability, as defined under Code Section 409A ("Disability") and (ii) on the date a Change in Control (within the meaning of Section 2(g)(3) of the Plan, including the last sentence thereof) occurs, so long as you have continuously provided Service to the Company or any Affiliate between the Grant Date and the date of such Change in Control. (c) Except as otherwise expressly provided in this Agreement or the Plan, if you cease to continue providing Service to the Company or any Affiliate, then this Award shall terminate and all Units subject to this Award that have not yet vested shall be forfeited. (d) Each Unit that vests will entitle you to receive one Share. View More

Vesting. (a) The Time-Based Option will vest in accordance with Section 4.3(a) of the Plan, as in effect as of the date hereof, subject in all cases to the Participant's continued Employment through the applicable vesting date. (b) The Performance-Based Option will vest on the occurrence of a Liquidity Event at any time during the term of the Option in which the Majority Stockholder realizes an MoM that is at least 2.0 (in which case the Performance-Based Option shall immediately vest in full); subject i...n all cases to the Participant's continued Employment through the applicable vesting date. (c) Notwithstanding Section 5(b), in the event of a Significant Cash Sale, a portion of the Performance-Based Option will vest as provided in this Section 5(c). A portion of the Performance-Based Option will vest on the occurrence of a Significant Cash Sale at any time during the term of the Option in which the Majority Stockholder realizes, by reference only to those Initial Majority Stockholder Shares sold, an MoM that is at least 2.0 (in which case 100% of the Significant Cash Sale Vesting Percentage shall immediately vest); subject in all cases to the Participant's continued Employment through the applicable vesting date. Any portion of the Performance-Based Option that does not vest upon a Significant Cash Sale shall remain outstanding and may vest upon a Liquidity Event in accordance with Section 5(b). View More

Vesting. (a) The shares of Stock subject to this RSU shall vest in full one (1) year from the Date of Grant (the "Vesting Date"). (b) From and after the Date of Grant through the date on which the RSU becomes fully vested pursuant to subparagraph (a) above, the unvested portion of the RSU remains subject to forfeiture in accordance with the terms of Sections 2(d) and 3 hereof. (c) In accordance with the Plan, shares of Stock subject to this RSU Agreement that have not previously vested shall become immed...iately vested upon a Change of Control. (d) Shares of Stock subject to the RSUs that do not vest in accordance with this paragraph shall be forfeited. View More

Vesting. The Option is only exercisable, in whole or in part, before it expires and then only with respect to the vested portion of the Option. Subject to the preceding sentence, Optionee may exercise this Option, by following the procedures set forth in this Agreement. If at any time the number of shares of Stock that are covered by the vested and exercisable portion of the Option includes a fractional share, the number of shares of Stock as to which the Option shall be actually vested and exercisable s...hall be rounded down to the next whole share of Stock. Except as may be otherwise provided in this Agreement and the Plan (including but not limited to Section 14.2 of the Plan which provides for accelerated vesting upon certain terminations in connection with a Change of Control), Optionee's right to purchase shares of Stock under this Option vests as set forth on the vesting schedule in the Notice of Grant above. View More

Vesting. Subject to the provisions hereof and the provisions of the Plan, the Awarded Units will vest and become exercisable as follows: (a) Generally. Awarded Units which have become vested pursuant to the terms of this Section 3 are collectively referred to herein as "Vested RSUs." All other Awarded Units are collectively referred to herein as "Unvested RSUs". Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Units sh...all vest as follows: 25% of 2 the Awarded Units shall vest on each of the first, second, third, and fourth anniversary of the Date of Grant, provided that the Participant has not incurred a Termination of Service prior to the applicable vesting date. If the Participant has incurred a Termination of Service before a vesting date then, except as otherwise specified in subsections (b) or (c) below, the Participant shall be deemed to have forfeited all of the Participant's Unvested RSUs. Upon forfeiture, all of the Participant's rights with respect to the forfeited Unvested RSUs shall cease and terminate, without any further obligations on the part of the Company. (b) Death or Total and Permanent Disability. Notwithstanding any provisions of this Section 3 to the contrary, in the event the Participant's Termination of Service is due to the Participant's death or Total and Permanent Disability prior to a vesting date provided in subsection (a), then all Unvested RSUs shall immediately become Vested RSUs on the date of such Termination of Service due to death or Total and Permanent Disability. (c) Change in Control. Notwithstanding any provisions of this Section 3 to the contrary, in the event (i) a Change in Control occurs prior to the date of the Participant's Termination of Service and (ii) the Participant incurs a Termination of Service during the two (2) year period commencing on the date that the Change in Control occurred, either (A) by the Company without Cause or (B) by the Participant for Good Reason, then all Unvested RSUs shall immediately become Vested RSUs on the date of such Termination of Service by the Company without Cause or by the Participant for Good Reason. (d) Forfeiture Upon Violation of Confidentiality/Nonsolicitation Provisions. Notwithstanding anything to the contrary contained herein, in the event the Participant fails to comply with the confidentiality and non-solicitation provisions of Exhibit A, or the non-solicitation and/or confidentiality provisions contained in any written agreement by and between the Participant and the Company, then (i) the Participant shall be deemed to have forfeited all of the Participant's Unvested RSUs, and all of the Participant's rights with respect to the forfeited Unvested RSUs shall cease and terminate, without any further obligations on the part of the Company, and (ii) any Vested RSUs that have not yet been converted into shares of Common Stock and delivered to the Participant in accordance with Section 4 below shall be immediately forfeited and this Agreement (other than the provisions of this subsection (d) and the provisions of Exhibit A) will be terminated on the date of such violation. View More

Vesting. a. The RSUs that are granted hereby shall be subject to the Forfeiture Restrictions during the Period of Restriction. The Forfeiture Restrictions shall lapse as to the RSUs that are awarded hereby in accordance with the following schedule, provided that the Employee's employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: ###VEST_SCHEDULE_TABLE### b. Upon the lapse of the Forfeiture Restrictions with respect to the RSUs granted hereby the Company ...shall cause to be delivered to the Employee a stock certificate representing the Shares, and such Shares shall be transferable by the Employee (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable securities law). c. If the Employee ceases to be employed by the Company or an Affiliate for any reason before the applicable lapse date including due to the death or Disability of the Employee, the Forfeiture Restrictions then applicable to the RSUs shall not lapse and all the RSUs then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Employee ceases to be employed by the Company or an Affiliate. If the Employee breaches, before the applicable lapse date, any non-competition, confidentiality, restrictive covenant or other similar agreement with the Company to which the Employee is subject, the Forfeiture Restrictions then applicable to the RSUs shall not lapse and all the RSUs then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Employee breaches such agreement or covenant. d. Notwithstanding the foregoing provisions of this Section 4, if a Corporate Change (as defined by the Plan) occurs and the Employee's employment is terminated by the Company or an Affiliate without Cause or by the Employee for Good Reason, and the Employee's date of termination occurs (or in the case of the Employee's termination of employment for Good Reason, the event giving rise to Good Reason occurs) within twelve (12) months following the Corporate Change, all unvested RSUs shall automatically become 100% vested on the Grantee's date of termination. View More

Vesting. The Shares are unvested when granted, and will vest as described on Exhibit A hereto, subject to Grantee's Continuous Service with the Company or a Related Entity. Vesting will terminate upon the termination of Grantee's Continuous Service.

Vesting. (a)Except as may otherwise be provided herein, subject to the Participant's continued employment with, appointment as a director of, or engagement to provide services to, the Company or an Affiliate, the Options shall vest and become exercisable in equal installments as follows [____] (each such date, a "Vesting Date"). Any fractional Option Shares resulting from the application of the vesting schedule shall be aggregated and the Option Shares resulting from such aggregation shall vest on the fi...nal Vesting Date. (b)If, within 12 months following a Change in Control, the Participant's employment with or engagement to provide services to the Company or an Affiliate, is terminated by the Company other than for Cause (and other than due to the Participant's death or Disability) or by the Participant for Good Reason (as such term is defined in that certain employment agreement, dated as of [____] by and between Jill Acquisition LLC and the Participant (the "Employment Agreement")), then the Option shall be 100% vested as of the date of such termination of employment or services. View More