Vesting Contract Clauses (4,221)

Vesting. (a) Performance-Based Vesting. Subject to Section 4(b) below, the earned Phantom Stock Units shall vest on the date immediately preceding the Settlement Date (the "Vesting Date"). (b) Accelerated Vesting Upon Certain Events. (i) Change in Control. If either (A) the Employee remains continuously employed by the Company or a subsidiary of the Company through the date on which such Change in Control occurs or (B) the Employee's employment or other service with the Company and its subsidiaries is in...voluntarily terminated without Cause on or after the thirtieth (30th) day prior to the date on which such Change in Control occurs, the Employee shall, upon the occurrence of the Change in Control, automatically earn and vest in the maximum potential number of Phantom Stock Units set forth in Section 1. (ii) If the Employee's employment or other service with the Company and its subsidiaries terminates as a result of the Employee's death or Disability, the Employee shall, upon such event, automatically earn and vest in the target number of Phantom Stock Units set forth in Section 1. Any Phantom Stock Units that are not earned and vested after giving effect to the foregoing shall immediately terminate and be cancelled. View More

Vesting. Except as otherwise provided in Section 8, the Option shall vest and become exercisable with respect to the number of Option Shares specified on the Vesting Date(s) set forth above, in each case provided that the Optionee has been continuously employed by the Company from the Date of Grant through such Vesting Date(s). If the Optionee's employment terminates due to Optionee's death, Disability or retirement, it will be in the discretion of the Board of Directors or Compensation Committee whether... the Option shall fully vest and be exercisable with respect to all Option Shares. Any portion of the Option that is not vested as of the date of the Optionee's termination of employment shall be cancelled and forfeited at the time of such termination of employment. Except as set forth in Sections 7 or 8 hereof, once exercisable the Option shall continue to be exercisable at any time or times prior to the Expiration Date (subject to applicable securities laws and Company policy). View More

Vesting. Except as otherwise provided in Section 5, the RSUs shall vest upon the date(s) set forth above as the Vesting Date(s), in each case provided that Grantee has been continuously employed by the Company from the Date of Grant through such Vesting Date(s). If the Grantee's employment terminates due to Grantee's death, Disability or retirement, it will be in the discretion of the Board of Directors or Compensation Committee whether the RSUs shall fully vest or be forfeited. If Grantee's employment w...ith the Company terminates for any reason other than as described in the preceding two sentences, any unvested RSUs then held by Grantee shall be immediately forfeited by Grantee and cancelled. View More

Vesting. Except in the event of your death or Disability or as otherwise provided in Section 8 of this Agreement relating to a Change in Control, the Option will become exercisable as provided on the attached Vesting Schedule Table, which is incorporated into, and made a part of, this Agreement.

Vesting. You cannot exercise the Option and acquire Stock until your right to exercise has vested. This Option vests in four equal installments (i.e., 25% each) on each of the first four anniversaries of the Date of Grant. Notwithstanding the foregoing, (a) in no event can this Option be exercised in whole or in part on or after the date on which the Option lapses pursuant to Section 5, (b) this Option shall automatically vest in full if you terminate employment with the Company due to "Disability" (as d...efined in the Change in Control Severance Agreement) or death, and (c) this Option shall automatically vest in full pursuant to the terms of the Change in Control Severance Agreement (i) in the event this Option is not assumed or replaced by a Publically-Traded Successor with an Assumed/Replaced Award (as such terms are defined in the Change in Control Severance Agreement) after a Change in Control, or (ii) you are terminated from employment with the Company without Cause or terminate employment from the Company for Good Reason during the period beginning on the CiC Date and ending on the second anniversary of the CiC Date (as such terms are defined in the Change in Control Severance Agreement). This Option is exercisable to the extent vested (i.e., the right of exercise shall be cumulative so that to the extent the Option is not exercised in any period to the maximum extent permissible, it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the earlier of the Final Exercise Date (as defined below) or the termination of this Option under Section 5). 3 3. Exercise. You may exercise this Option, in whole or in part, at any time (subject to Section 2) by delivering written notice to the Company's Secretary along with full payment of the Exercise Price for the shares being purchased. The notice must specify that this Option (or a portion thereof) is being exercised and the number of shares with respect to which this Option is being exercised. This Option may only be exercised as provided in this Agreement and in accordance with such rules and regulations as may, from time to time, be adopted by the Committee. The exercise of this Option shall be deemed effective upon receipt by the Company of the notice and payment described herein. If you exercise this Option in full, it shall be surrendered to the Company for cancellation. If you only partially exercise this Option, it shall, upon request, be delivered to the Company for the purpose of making appropriate notation thereon, or otherwise reflecting, in such manner as the Company shall determine, the result of such partial exercise hereof. As soon as practicable after the effective exercise of this Option, and upon satisfaction of all applicable withholding requirements, you or your nominee shall be recorded on the Company's stock transfer books as the owner of the shares purchased. The Company may, but is not required to, deliver to you on or more duly issued and executed stock certificates evidencing such ownership. View More

Vesting. (a) The Restricted Stock Units shall become vested and nonforfeitable on the first anniversary of the Grant Date (the "Vesting Date"), so long as the Grantee continues to be a member of the Board through the Vesting Date. (b) Notwithstanding the foregoing, to the extent the Restricted Stock Units have not previously terminated or become vested and nonforfeitable (i) if the Grantee ceases to be a member of the Board due to the Grantee's death, Disability (as defined below) or voluntary departure ...from the Board, then 100% of the Restricted Stock Units that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained a member of the Board through such date will become vested and nonforfeitable upon such death, Disability or voluntary departure from the Board; and (ii) the Restricted Stock Units shall become immediately vested and nonforfeitable as to 100% of the shares of Common Stock subject to such Restricted Stock Units immediately prior to a Change in Control so long as the Grantee is a member of the Board through the date of the Change in Control. 1 (c) For the purposes of this Agreement, Disability shall have the meaning as provided under Section 409A(a)(2)(C)(i) of the Code. (d) For purposes of this Agreement, a Change in Control (as defined in the Plan) will be deemed to have occurred with respect to the Grantee only if an event relating to the Change in Control constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. Section 1.409A-3(i)(5). View More

Vesting. Subject to Section 8 below, the Award shall vest and become nonforfeitable as set forth in the Grant Notice. (Each vesting date set forth in the Grant Notice is referred to herein as a "Vesting Date").

Vesting. You will become vested in the Awarded Shares at the end of the Vesting Period set forth in Appendix A, provided you remain in the service of the Company or one of its subsidiaries either as an associate, if this Award was granted to you as an associate, or as a member of the Board of Directors, if the Award is granted to you as a director, throughout the Performance Period and the Vesting Period, except as otherwise specifically provided in this Section. This Award shall automatically terminate ...in the event of your termination of employment or other service with the Company, for any reason other than (a) due to your death, Disability or normal retirement as provided in Section 6 below or (b) following a Change in Control as provided in Section 9(b) below, at any time prior to the end of the Performance Period or the Vesting Period. In the event of such termination, all Target Shares and/or Awarded Shares shall be forfeited and all obligations of the Company to you under this Award shall become void and of no further effect. View More

Vesting. (a) The Shares that are granted hereby shall be subject to the Forfeiture Restrictions. Except as otherwise provided in Section 4(b), the Forfeiture Restrictions shall lapse as to the Shares that are granted hereby at the end of the last day of the Period of Restriction provided that the Director continues to be a member of the Board on such date. If the Director ceases to be a member of the Board for any reason before the end of the last day of the Period of Restriction, -2- Director Agreement ...the Forfeiture Restrictions then applicable to the Restricted Shares shall not lapse and all the Restricted Shares shall be forfeited to the Company. (b) Notwithstanding any other provision of this Agreement, all remaining Forfeiture Restrictions shall lapse as to the Shares that are granted hereby immediately upon the (i) occurrence of a Change in Control provided that the Director continues to be a member of the Board immediately prior to the occurrence of such Change in Control; (ii) death of the Director; or (iii) incurrence by the Director of a Disability. (c) Upon the lapse of the Forfeiture Restrictions with respect to the Shares granted hereby the Company shall cause to be delivered to the Director a stock certificate representing such Shares, and such Shares shall be transferable by the Director (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). Notwithstanding any other provision of this Agreement, in no event will the Forfeiture Restrictions expire prior to the earlier of the occurrence of a Change in Control or the satisfaction by the Director of any obligation to serve as a member of the Board. View More

Vesting. Subject to earlier termination in accordance with the Plan or this Agreement and the terms and conditions herein or therein, the Option shall vest and become exercisable with respect to 25% of the shares covered thereby on each of the first, second, third and fourth anniversaries of the Grant Date; provided, however, that the exercisability of any portion of the Option relating to a fractional share shall be deferred until such time, if any, that such portion can be exercised as a whole Common S...hare. View More