Vesting Contract Clauses (4,221)

Vesting. (a) Subject to Section 4(b) and Section 6 hereof and the further provisions of this Agreement, 1/3 of the total number of Restricted Stock Units shall vest on each of the first three anniversaries of February 25, 2020 (rounding down to the nearest whole Restricted Stock Unit on each of the first two anniversaries and rounding up on the third anniversary) (each such date, a "Vesting Date"), in each case subject to the Participant's continued service with the Company on the applicable Vesting Date.... (b) In the event of the occurrence of a Change in Control, the Restricted Stock Units shall become vested in full on the date six months after the date of such Change in Control (to the extent not previously vested in accordance with Section 4(a), Section 6(b), or Section 6(c)), subject to the Participant's continued service with the Company on the vesting date; provided, however, that if (i) this award is not assumed, continued or substituted for an equivalent award by the acquirer in such Change in Control or (ii) the Participant's employment is terminated by the Company without cause (as defined in the Plan) at a time when the Company is a party to a definitive business combination transaction agreement, the consummation of which would result in a Change in Control, then the Restricted Stock Units shall become vested in full upon the consummation of the Change in Control or at the time of such termination, as applicable. For the avoidance of doubt, if the preceding sentence does not apply to a termination of employment, then the provisions of Section 6 shall apply to the Participant's termination of employment. View More

Vesting. This Option will only be exercisable (also referred to as vested) under the Vesting Schedule in the Notice of Grant, Section 3 of this Agreement, or Section 14 of the Plan. Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest unless the Participant continues to be a Service Provider until the time such vesting is scheduled to occur.

Vesting. Except as provided in Section 6 of this Award Agreement, the RSUs described in this Award Agreement will vest as follows: (a)General Vesting. If your employment continues from the Grant Date until the third anniversary of the Grant Date, in this case [Vesting Date] (the "Vesting Date"), your 1 RSUs described in this Award Agreement will become 100% vested on the Vesting Date; or (b)Accelerated Vesting. Under the following circumstances, your RSUs described in this Award Agreement will become 100...% vested earlier than the Vesting Date: (i)If you Terminate because of your death or because you become Disabled (as defined below), your RSUs described in this Award Agreement will become 100% vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement. For purposes of this Award Agreement, "Disabled" means (A) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (B) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of your employer, or (C) you are determined to be totally disabled by the Social Security Administration or Railroad Retirement Board; or (ii)If you Terminate for a reason other than Cause after reaching age 55 and completing at least 10 years of employment with the Company, its Affiliates and/or its Subsidiaries, your RSUs described in this Award Agreement will become 100% vested as of the date of such event and will be settled in accordance with Section 4 of this Award Agreement. (iii)If you are involuntarily Terminated by the Company for a reason other than Cause, your RSUs described in this Award Agreement will become 100% vested as of the date of such Termination and will be settled in accordance with Section 4 of this Award Agreement. View More

Vesting. Subject to Sections 2 and 5 of this Agreement, the restrictions thereon will lapse and Award will vest upon the earlier of: (a) The Participant's termination of service, which for the purposes of this Agreement is defined as (i) the Participant's separation of service from the Board at the end of the Participant's elected term of service; (ii) the Participant's death; or (iii) the Participant's Disability; or (b) June 25, 2027. Notwithstanding the foregoing, subject to the limitations of the Pla...n, the Committee may accelerate the vesting of all or part of the Award at any time and for any reason. As soon as practicable after the Award vests and consistent with Section 409A of the Code, payment shall be made in Stock (based upon the Fair Market Value of the Stock on the day all restrictions lapse) and cash in the amount of any Dividend Equivalents credited to the Participant's account with respect to such shares of Stock. The Committee shall cause the Stock to be electronically delivered to the Participant's electronic account with respect to such Stock free of all restrictions. Pursuant to Section 12, any cash and/or the number of shares of Stock delivered shall be net of cash and/or the number of shares of Stock withheld for satisfaction of Tax-Related Items (as defined below), if applicable. View More

Vesting. (a) Regular Vesting. Except as otherwise provided in the Plan or in this Section 2, your RSUs will vest ratably in three (3) equal annual increments commencing on the first anniversary of the Date of Grant. (b) Accelerated Vesting. (1) Unless otherwise determined by the Committee, or except as provided in an agreement between you and your Employer, if your Service terminates by reason of Death, Disability or Retirement during the Restriction Period, all unvested RSUs you held at the time of such... termination will vest in full at the date of such termination. For purposes of this Agreement, "Retirement" shall be defined as your retirement from employment or other service to the Company or any Subsidiary after you age sixty-five (65). "Disability" shall be defined as your permanent and total disability (within the meaning of Section 22(e)(3) of the Code). (2) In addition to the vesting provisions contained in Sections 2(a) and 2(b)(1) above, your RSUs will automatically and immediately vest in full upon a Change in Control. 2013 RSU (c) Forfeiture of Unvested RSUs. Unless otherwise determined by the Committee, or except as provided in an agreement between you and your Employer, if your Service terminates for any reason other than Death, Disability or Retirement during the Restriction Period, any RSUs you held will be forfeited and canceled as of the date of such termination of Service. Notwithstanding anything to the contrary in this Section 2, your rights with respect to unvested RSUs shall in all events be immediately forfeited and canceled as of the date of your termination of Service for Cause as defined in Section 3(b) below. (d) Repayment. Participant agrees and acknowledges that this Award Agreement is subject to any policies that the Committee may adopt from time to time with respect to the repayment to the Company of any benefit received hereunder, including "clawback" policies. View More

Vesting. The Award shall vest in full on the last day of the Performance Period, provided the Participant remains continuously employed within the Travelers Group through such date. If the Participant -1- has a termination of, or leave from active employment prior to the last day of the Performance Period, the Participant's rights are determined under the Award Rules of Exhibit A.

Vesting. The term "vest" as used herein with respect to the Stock Option or any portion thereof means to become exercisable and the term "vested" with respect to the Stock Option (or any portion thereof) means that the Stock Option (or portion thereof) is then exercisable. Unless earlier terminated, forfeited, relinquished or expired, the Stock Option will vest.

Vesting. Subject to the conditions contained herein and in the Plan, the Options shall vest as provided in the Grant Notice.

Vesting. This Option is subject to the vesting schedule set forth in this paragraph 3. Only Options that have vested will be exercisable by Optionee. To vest, Optionee must continue to be the chief executive officer to the Company on each Vesting Date. The number of Options to vest on each Vesting Date is as follows: Number of Options Vesting Date 100,000 One year anniversary of grant date 100,000 Two year anniversary of grant date 100,000 Three year anniversary of grant date 100,000 Four year anniversar...y of grant date 100,000 Fifth year anniversary of grant date 4. Limited Transferability. (a) This option shall be neither transferable nor assignable by Optionee other than by will or the laws of inheritance following Optionee's death and may be exercised, during Optionee's lifetime, only by Optionee. However, Optionee may designate one or more persons as the beneficiary or beneficiaries of this option, and this option shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee's death while holding this option. Such beneficiary or beneficiaries shall take the transferred option subject to all the terms and conditions of this Agreement, including (without limitation) the limited time period during which this option may, pursuant to Section 5, be exercised following Optionee's death. (b) If this option is designated a Non-Statutory Option in the Grant Notice, then this option may be assigned in whole or in part during Optionee's lifetime to one or more members of Optionee's family or to a trust established for the exclusive benefit of one or more such family members or to Optionee's former spouse, to the extent such assignment is in connection with the Optionee's estate plan or pursuant to a domestic relations order. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the option pursuant to such assignment. The terms applicable to the assigned portion shall be the same as those in effect for this option immediately prior to such assignment. View More

Vesting. The RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the "Vesting Schedule"). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon the vesting of the RSU, the Company will deliver to the Participant, for each RSU that becomes vested, one share of Common Stock, subject to the payment of any taxes pursuant to Section 7. The Common Stock will be de...livered to the Participant as soon as practicable following each vesting date, but in any event within 30 days of such date. View More