Vesting Contract Clauses (4,221)

Vesting. (a) Vesting Through Continued Employment. (b) Full Vesting Upon Certain Events. The entire Award, to the extent not previously vested, shall vest in full upon the first to occur of: (i) the effective date of a 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 involuntarily termin...hout Cause on or after the thirtieth (30th) day prior to the date on which such Change in Control occurs; and (ii) the termination of the Employee's employment or other service with the Company and its subsidiaries as a result of the Employee's death or Disability (whether during or after the Performance Period). View More

Vesting. (a) Base Award Vesting. The Base Award shall vest as follows: Substantially equal 25% increments of the RSUs shall vest on each of the following dates as long as Employee remains continuously (i) employed by the Company or its subsidiaries or other affiliates, and/or (ii) a member of the Company's Board of Directors (the "Board"), through the applicable vesting date: February 25, 2012; January 31, 2013; January 31, 2014, and January 31, 2015. Any RSUs that are part of the Base Award and have not... vested shall remain subject to forfeiture under Section 3 of this Agreement. (b) Performance Award Vesting. Subject to the terms and conditions specified on Exhibit "A," the portion of the Performance Award payable hereunder, if any, shall vest on January 1, 2014 ("Performance Award Vesting Date"), as long as Employee remains continuously (i) employed by the Company or its subsidiaries or other affiliates, and/or (ii) a member of the Board, through said date, subject to receiving Committee Certification (as defined on Exhibit "A"). In addition, if Employee's employment with the Company and all of its subsidiaries and affiliates and his service as a member of the Board terminates for any reason (including death) before the Performance Award Vesting Date and Employee's age plus continuous tenure with the Company (as described in Section 3(e)) equals at least 65 years (as further described in Section 3(b) of this Agreement), then, subject to the terms and conditions specified on Exhibit "A," the portion of the Performance Award payable hereunder, if any, shall vest subject (i) to receiving Committee Certification, and (ii) to the proration rules set forth in Section 3(b) of this Agreement. View More

Vesting. a. Subject to the terms of this Section 1, this Option will vest, if at all, in accordance with the vesting schedule set forth in the Grant Notice. Any portion of this Option that has not yet vested as of the date of your termination of service as a Director will be forfeited upon such termination; provided, however, that: 1) any unvested portion of this Option that is scheduled to vest during the calendar quarter in which such termination occurs will not be forfeited upon such termination, unle...ss such termination is for Cause (as defined below), but any other unvested portion of this Option will be forfeited upon such termination; 2) if such termination is due to your death or Disability, any unvested portion of this Option will become fully vested upon such termination; 3) if such termination is due to your involuntary termination without Cause (including, without limitation, any involuntary termination due to (i) not being nominated to stand for reelection as a Director by the Nominating and Corporate Governance Committee of the Board or (ii) not being reelected as a Director by the Company's stockholders), any unvested portion of this Option that is scheduled to vest during the calendar quarter in which such termination occurs will not be forfeited upon such termination, but any other unvested portion of this Option will be forfeited upon such termination; and 4) if such termination is due to your resignation (other than any resignation due to your Disability), any unvested portion of this Option that is scheduled to vest during the calendar quarter in which such termination occurs will not be forfeited upon such termination, but any other unvested portion of this Option will be forfeited upon such termination. In addition, notwithstanding anything to the contrary in the Grant Notice, if your service as a Director is terminated for Cause, any vested portion of this Option will be forfeited upon such termination. b. For purposes of this Agreement, "Cause" will mean the Company's termination of your service as a Director due to your: (i) conviction for, or plea of guilty or no contest to, any felony or a lesser crime involving moral turpitude; or (ii) commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct or breach of fiduciary duty against the Company or any of its Affiliates. View More

Vesting. This Award shall become vested as to 50% of the Shares on the second anniversary of the Grant Date and as to the remaining 50% of the Shares on the fourth anniversary of the Grant Date ; provided that the Participant is on the applicable vesting date, and has been at all times since the date of this Agreement, employed by the Company or one of its subsidiaries; and provided further that in no event shall any portion of the Award vest, and the Award shall immediately be forfeited without payment ...thereon, if the Company has not completed an initial public offering of its Shares on or prior to December 31, 2015. View More

Vesting. The Options shall vest and be exercisable by the Participant as follows: (a) Participant's option to purchase 100,000 shares of Common Stock shall become exercisable on the first anniversary of the Effective Date (as defined in the Employment Agreement); (b) Participant's option to purchase an additional 100,000 shares of Common Stock shall become exercisable on the second anniversary of the Effective Date; and (c) Participant's option to purchase an additional 100,000 shares of Common Stock sha...ll become exercisable on the third anniversary of the Effective Date. View More

Vesting. (a) Subject to the limitations contained in Section 1(b) and Section 1(c) below, the Option will vest as set forth in your Grant Notice, provided, that vesting will cease upon the termination of your service with the Company and its Affiliates as an employee, director or consultant. For purposes of this Agreement, in the event of an involuntary termination of your service with the Company and its Affiliates, the termination shall be effective, and vesting shall cease, as of the date stated in th...e relevant notice of termination and, unless otherwise required by law, will not be extended by any notice period or other period of leave. Subject to applicable law, the Company shall determine the date of termination in its sole discretion. (b) Vesting of the Option shall be subject to the terms under any employment agreement between you and Company addressing stock options granted by the Company and in any event shall fully vest upon [ ]. (c) Notwithstanding any other provision of this Agreement to the contrary, your rights to vest under this Agreement will be subject at all times to your compliance with Section 15 below. View More

Vesting. 100% of the total amount of RSUs awarded shall vest on the fifth anniversary of the Award Date, provided the Participant remains continuously employed by the Company as Chief Executive Officer until the said vesting date, and provided the Company achieves the Company performance goals set forth below (the "Performance Goals"). Except as provided in Sections 5 or 6 hereof, if the Participant should, prior to the fifth anniversary of the Award Date, have a Separation from Service or otherwise ceas...e to serve in the position of Chief Executive Officer of the Company, the RSUs shall, upon the occurrence of such event, be forfeited and no shares of common stock shall be issued to the Participant. View More

Vesting. The Restricted Stock Units shall vest, if at all, as provided in the vesting schedule in the Grant Notice; provided, however, that: (a) except as provided in Section 2(b) below, vesting shall cease upon Participant's separation from service as an Employee with the Company and all Affiliates; and (b) vesting of all Restricted Stock Units shall be fully accelerated (i) if Participant's employment with the Company or an Affiliate terminates because of Participant's death or Disability, or (ii) in t...he event of a Change in Control that occurs after the Date of Grant while Participant is employed by the Company or an Affiliate. For purposes of this Award Agreement and the Award, Disability shall mean "Disability" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated thereunder. The Administrator shall determine whether a Disability exists and the determination shall be conclusive. View More

Vesting. Subject to the terms and conditions contained herein, all RSUs granted pursuant to this Award Agreement will fully vest on the third anniversary of the Grant Date (the "Vesting Date") and will settle in Shares. All of the Shares underlying the RSUs will be delivered to the Participant as soon as administratively practicable after the Vesting Date (such date of delivery, the "Settlement Date").1 5. Dividend Equivalents. If a dividend is paid on Shares prior to the Settlement Date, each RSU will p...rovide the Participant with the right to receive an amount equal to the amount of the dividend that the Participant would have received had the Share underlying such RSU been held by the Participant as of the record date for which such dividend is paid. Such amount will accrue and be paid in cash at the same time and at the same rate as actual dividends paid on Shares. View More

Vesting. (i) General. Subject to the remainder of this Section 2, your Bonus Amount shall vest in equal one-third portions on each of March 31, 2018, June 30, 2018, and December 31, 2018, subject to your remaining continuously employed with the Company or any of its Affiliates through each such date. In the event of the termination of your employment with the Company of any of its Affiliates for any reason (such event, a "Termination") prior to a vesting date, the unvested portion of your Award shall imm...ediately expire and you shall not be entitled to any further payments hereunder, except as expressly provided in this Award Notice. (ii) Impact of Termination of Service. Notwithstanding the provisions of Section 4.4 of the Plan, in the event of your Termination (a) by you for Good Reason, (b) by the Company or its Affiliates other than for Cause, (c) due to your death or (d) due to your Disability (in each case, an "Involuntary Termination"), the Performance Period with respect to your Award shall end immediately upon the date of your Involuntary Termination, you shall become immediately vested in your Bonus Amount, and you shall be entitled to payment of the Bonus Amount in accordance with the terms of Section 3 below. (iii) Impact of Change in Control. Notwithstanding the provisions of Section 4.4 of the Plan, in the event that your service with the Company or any of its Affiliates continues through a Change in Control that occurs prior to December 31, 2017, the Performance Period with respect to your Award B-1 shall end immediately upon the date of the Change in Control, you shall become vested in your Bonus Amount in equal one-third portions on each of the 3-month, 6-month, and 1-year anniversaries of such Change in Control, in each case subject to your remaining continuously employed with the Company or any of its Affiliates through such date, and you shall be entitled to payment of the Bonus Amount in accordance with the terms of Section 3 below. View More