Vesting Contract Clauses (4,221)

Vesting. Section 1 of the Original Option Agreements is hereby amended to read in its entirety as follows: "1. VESTING. Subject to acceleration of vesting as provided in the Plan and to the limitations contained herein, your option shall vest (become exercisable) as provided in your Notice of Award; provided, that your option shall immediately vest in full upon FDA marketing approval of the Company's lead product candidate, aldoxorubicin; and provided further, that your option shall immediately vest in f...ull upon the termination of your employment on or after March 8, 2016 (i) by the Company without 'Cause' or upon your resignation with 'Good Reason' (as each such term is defined in the Fourth Amended and Restated Employment Agreement, dated May 10, 2012 (the "Original Employment Agreement"), as amended in separate amendments dated May 10, 2014, January 1, 2015 and March 8, 2016 between the Company and you) or (ii) due to your death or by the Company by reason of your 'Disability' (as defined in the Original Employment Agreement)." View More

Vesting. (a) The RSUs granted to the Participant shall vest and payment in respect of such number of RSUs shall be made in accordance with Section 2(e) as to the percentage of the RSUs indicated on the dates specified below (each an "RSU Vesting Date"), provided that the Participant has remained in the continuous employment of the Company or any of its Affiliates from the Grant Date through and including each applicable RSU Vesting Date: Date Incremental Percentage of Award Becoming Vested First Annivers...ary of Grant Date 25 % Second Anniversary of Grant Date 25 % Third Anniversary of Grant Date 25 % Fourth Anniversary of Grant Date 25 % Any fractional RSUs resulting from the strict application of the incremental percentages set forth above will be disregarded and the actual number of RSUs becoming vested on any specific RSU Vesting Date will cover only the full number of RSUs determined by applying the relevant incremental percentage. (b) In the event that during the period of the Participant's employment with the Company or one of its Affiliates after the Grant Date: (i) the Participant dies, or (ii) the Participant incurs a Disability 1 (such events are collectively referred to as "Acceleration Events"), then all outstanding unvested RSUs shall immediately vest and be payable as of the date of the applicable Acceleration Event, subject to Section 2(d) below. (c) In the event that during the period of the Participant's employment with the Company or one of its Affiliates after the Grant Date a Change in Control shall occur, then all outstanding unvested RSUs that have not been forfeited prior to the date of such Change in Control shall vest and be payable on the date of such Change in Control. (d) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Sections 2(a), 2(b) or 2(c) above is not a Business Day (as defined below), the vesting shall automatically be delayed until the first Business Day following that calendar date. "Business Day" means a date on which commercial banks in New York, New York are open for general business. (e) On or as soon as reasonably practicable following the applicable RSU Vesting Date (but in no event later than March 15 of the calendar year following the calendar year in which such date occurs), the Company shall cause the Participant's account with the third party administering the Company's equity awards programs (currently Charles Schwab) (the "Administrator") to be credited with one share of Common Stock with respect to each whole RSU that vests on such date, subject to Sections 3 and 9 below. Upon the crediting of such shares to such account, all obligations of the Company with respect to each such RSU shall be deemed satisfied in full. It is a condition to the Company's obligation to credit any shares of Common Stock to the Participant pursuant to this Grant Notice that the Participant shall have opened an account with the Administrator. View More

Vesting. 2.1 Vesting Schedule. The SARs will vest and become exercisable in three equal installments with the first installment being on the Grant Date and the balance on each of the first and second anniversaries of the Grant Date. Except as otherwise provided in this Agreement, the unvested SARs will not be exercisable on or after the Participant's termination of Continuous Service. 2.2 Expiration. The SARs will expire on the Expiration Date set forth above, or earlier as provided in this Agreement or ...the Plan. View More

Vesting. (a) Eligibility for Vesting. The number of RSUs eligible to become Vested Shares pursuant to Section 3(b) will be determined based on the date the Grantee ceases to be employed by the Company in the capacity of Interim President and Chief Executive Officer (the "Separation Date"), as follows: If the Separation Date is on or after # of RSUs eligible to become VestedShares (the "Eligible RSUs") March 6, 2015 62,500 April 1, 2015 125,000 July 1, 2015 187,500 October 1, 2015 250,000 Any RSUs which h...ave not become Eligible RSUs pursuant to this Section 3(a) on or prior to the Separation Date shall be immediately forfeited to the Company on the Separation Date. (b) Vesting Date. Subject to the provisions of Sections 5 and 6 of this Agreement, the Eligible RSUs shall cease to be restricted and shall become non-forfeitable (thereafter being referred to as "Vested Shares") on March 14, 2016 (the "Vesting Date"), but only to the extent and in the proportion determined pursuant to the Performance Criteria and Payout Scale set forth on Exhibit A. 1 Restricted Stock Unit Agreement (Performance-Based) Ronald McCray Notwithstanding the foregoing, and subject to Sections 5 and 6 below, in the event that (i) the Grantee incurs a Termination of Service prior to the Vesting Date, or (b) any Eligible RSUs do not become Vested Shares on the Vesting Date due to the application of the Performance Criteria and Payout Scale set forth on Exhibit A, then in either case the RSUs shall be immediately forfeited to the Company. For the avoidance of doubt, the Company and the Grantee acknowledge that, pursuant to the Plan, a Termination of Service does not occur until the Grantee ceases providing services to the Company in any capacity, including as a director or consultant. View More

Vesting. The Restricted Shares that have not previously been forfeited will vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement. In addition, the Restricted Shares that have not previously vested or been forfeited will vest immediately upon the first to occur of the following events: (i) death of the Employee; (ii) Total Disability of the Employee; (iii) in the event that the Employee's employment is terminate by the Company for any reason other than ...Cause following a Change of Control as defined in the Plan within two years of such Change of Control; and (iv) a Change of Control if this Agreement is not assumed or replaced by the surviving or acquiring entity on economically equivalent terms, as determined by the Committee. Notwithstanding the foregoing, the number of Restricted Shares vesting on each date specified in the Vesting Schedule at the beginning of this Agreement may be reduced based upon the relationship of the Company's actual fully-diluted earnings-per-share ("EPS") for 2014 to budgeted EPS for 2014 and the achievement of positive net income for 2014, as specifically set forth on Exhibit A attached hereto, as such targets may be amended from time-to-time by the Board. Fully-diluted earnings-per-share shall have the same meanings as in the Company's financial statements and calculated in accordance with GAAP on the Date of Issuance, provided that such metric shall be initially calculated so as to exclude all extraordinary and non-recurring events that have a negative impact on the financial metrics and to include all extraordinary and non-recurring events that have a positive impact on the financial metrics, subject to the further discretion of the Committee described below and, provided further, that in all cases, the metrics shall be calculated to include the compensation expense the Company has or would have recognized assuming that the vesting of all the Restricted Shares (and all awards of restricted shares with performance- or market-based vesting conditions) was probable on the date of grant, regardless of the amount actually recognized or any reversal of expense that may be recognized. The Committee shall have discretion to make such adjustments as it deems appropriate to the calculation of the financial metrics described above for purposes of determining whether the metrics have been satisfied, provided that no such adjustment shall be made that has the effect of causing the financial metrics to be satisfied (i.e., only "negative" discretion, which has the effect of precluding the vesting of the Restricted Shares, is permitted). The Committee shall determine whether the performance hurdle was achieved as promptly as practicable following review of the Company's audited fiscal 2014 financial results. In the event that a reduction is applied to the Vesting Schedule at the beginning of this Agreement (a) such a reduction shall occur immediately upon determination by the Committee that the performance hurdle was not achieved and (b) if such reduction would cause the number of Restricted Shares subject to vesting on each date specified in the Vesting Schedule to be a fraction of a share, the number of Restricted Shares subject to vesting on each of the first two dates specified in the Vesting Schedule shall be rounded down to the nearest whole-share while the number of Restricted Shares subject to vesting on each of the last two dates specified in the Vesting Schedule shall be rounded up to the nearest whole-share. View More

Vesting. (a) Except as described in (b), (c) and (d) below, the Grantee shall become vested in his Award on the Determination Date, as defined in Section 6 below, if he remains in continuous employment with the Company or its affiliates until such date. (b) If the Grantee's employment with the Company and its affiliates terminates prior to the Determination Date due to death or disability, the Award shall become vested on the date of such termination of employment. For this purpose "disability" means (as... determined by the Committee in its sole discretion) the inability of the Grantee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months. (c) If the Grantee's employment with the Company and its affiliates terminates prior to the Determination Date due to the Grantee's retirement, the Award shall become vested on the Determination Date (in which case the Award shall be adjusted as described in Section 6), or if earlier, the date of the Grantee's death (in which case the Award shall not be adjusted as described in Section 6). For this purpose, "retirement" means termination of the Grantee's employment for any reason other than cause (as determined by the Company in its sole discretion) on or after the Grantee's attainment age of 65. (d) The Award shall be forfeited to the Company upon the Grantee's termination of employment with the Company and its affiliates for any reason other than the Grantee's death, disability or retirement (as described above) that occurs prior to the Determination Date. The foregoing provisions of this Section 5 shall be subject to the provisions of any written employment security agreement or severance agreement that has been or may be executed by the Grantee and the Company, and the provisions in such employment security agreement or severance agreement concerning the lapse of restrictions of an Award in connection with the Grantee's termination of employment shall supercede any inconsistent or contrary provision of this Section 5. View More

Vesting. 1.403018 v1/CO EXHIBIT 10.4 5.TRANSFER RESTRICTIONS.

Vesting. (a) Except as described in (b) and (c) below, the Grantee shall become vested in his Award on the first anniversary of the date of the grant of the Award if he remains in continuous service on the Board until such date. (b) If the Grantee's service on the Board terminates prior to the first anniversary of the date of the grant of the Award due to death or disability, the Award shall become vested on such date. For this purpose "disability" means (as determined by the Committee in its sole discre...tion) the inability of the Grantee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months. (c) The Award shall be forfeited to the Company upon the Grantee's termination of service on the Board for any reason other than the Grantee's death or disability (as described in Section 3(b) above) that occurs prior to the date the RSUs vest as provided in Section 3(a) above. View More

Vesting. (a) Vesting Dates. The Performance Units covered by this Agreement shall vest ratably over three (3) years, provided that Grantee is still employed by the Employer (or the Company or any Affiliate) on such each of these dates as follows: July 21, 2015, 2016; and 2017 (the "Vesting Dates"). Except as provided in Section 3(b) below, if the Grantee ceases to be employed by the Employer (or the Company or any Affiliate) for any other reason at any time prior to the applicable Vesting Date, the unves...ted Performance Units shall automatically be forfeited upon such cessation of employment. (b) Additional Vesting Events. Notwithstanding Section 3(a) above, all outstanding Performance Units that have not previously been forfeited pursuant to Section 3(a) shall become immediately payable upon the occurrence of an Accelerated Vesting Event. View More

Vesting. The shares of Stock under this option will vest over a four-year period, as indicated below. • Twenty-five percent (25%) of the Stock vests on the first anniversary of the vesting start date ("Anniversary Date"), provided you have been in Service throughout this period. Thereafter, 1/36th of the remaining Seventy-five percent (75%) of the Stock vests at the end of each month that you remain in Service. The resulting aggregate number of vested shares will be rounded to the nearest whole number, a...nd you cannot vest in more than the number of shares covered by this option. The option may be exercised, in whole or in part, to purchase a whole number of shares of not less than one hundred (100) shares, unless the number of shares purchased is the total number available for purchase under the option. Notwithstanding the foregoing vesting schedule, in the event of a Change of Control, prior to expiration of this option or any option substituted for that option in the Change of Control, and at a time when your Service has terminated for the Company, any unvested stock covered by this option shall become fully and immediately vested on your Involuntary Termination Date. You will experience an "Involuntary Termination Date" on your employment termination date, if your Service is terminated by the Company or its successor (other than for Cause) within eighteen (18) months of the date of consummation of a Change of Control of the Company. In the event that a Change of Control causes: (a) a reduction in your base salary; (b) a change in the location of your normal place of work to a location more than a forty (40) mile 2. radius from such normal location, and such change (i) increases the length of your normal commute to work or (ii) requires you to relocate your principal residence (as requested by the Company); or (c) a material diminution in your position or responsibilities with the Company, from those which you held immediately prior to the Change of Control, then you may, upon written notice to the Company, elect to treat such event as a termination without Cause for the purpose of acceleration of the vesting of your shares as set forth herein; provided that you in fact terminate your Service with the Company. No additional shares of Stock will vest after your Service has terminated for any reason. View More