Vesting Contract Clauses (4,221)

Vesting. The Units awarded to the Participant shall, except as otherwise provided herein, become vested and non-forfeitable to the extent, but only to the extent, that the Committee determines that the applicable Performance Criteria set forth in Exhibit A have been satisfied at the end of the Performance Cycle (the "Vesting Date"). Notwithstanding the forfeiture provision of Section 3 hereof, the interest of the Participant in the Units shall vest as follows: (a) a pro rata number of Units upon terminat...ion of the Participant's relationship with the Company due to death, Disability or Retirement (collectively a "DDR Event") during the Performance Cycle, but only with respect to Units that would otherwise have vested at the end of the Performance Cycle. For the purposes of this Section 5(a), the pro rata number of Units that shall vest shall equal the product obtained by multiplying the total number of Units awarded pursuant to this Agreement by a fraction, the numerator of which is the number of days commencing July 1, 2017 and ending on the date of the DDR Event, and the denominator of which is the total number of days in the Performance Cycle. (b) All of the Units shall vest upon a Change of Control if the effective date thereof is after January 1, 2019. If the effective date of the Change of Control shall occur prior to or on January 1, 2019, a pro rata number of Units shall vest upon such Change of Control. For the purposes of this Section 5(b), the pro rata number of Units that vest shall equal the product obtained by multiplying the total number of Units awarded pursuant to this Agreement by a fraction, the numerator of which is the number of days commencing on July 1, 2017 and ending on the effective date of the Change of Control, and the denominator of which is the total number of days in the period commencing July 1, 2017 and ending January 1, 2019. (c) If a Participant's relationship with the Company terminates due to a DDR Event and subsequent thereto (but prior to June 30, 2020) there is a Change of Control, then notwithstanding anything to the contrary herein, the pro rata number of Units which shall vest and the number of Shares which shall be issuable to the Participant, the Participant's guardian, personal representative or estate on a Change of Control shall be equal to the product obtained by multiplying the total number of Units subject to this Agreement by a fraction, the numerator of which is the number of days commencing July 1, 2017 and ending on the date of the DDR Event, and the denominator of which is the total number of days in the period commencing on July 1, 2017 and ending on the effective date of the Change of Control. View More

Vesting. Except as set forth in Section 4 below and subject to the limitations contained herein, the RSUs shall vest as provided in the Grant Notice.

Vesting. This Stock Option is exercisable in the following cumulative installments (each an "Installment Period") prior to the Expiration Date: [•]; the right of exercise shall be cumulative, so that if the Stock Option is not exercised to the maximum extent permissible during an Installment Period, it shall be exercisable, in whole or in part, with respect to all Shares not so purchased at any time prior to the Expiration Date, subject to earlier termination as set forth in this agreement (the "Agreemen...t") and the Plan. Subject to the other provisions of this Agreement and the Plan, if the Participant Retires (or dies or becomes disabled at a time when the Participant had satisfied the age and years of service requirements specified in the definition of Retirement) this Stock Option will immediately upon such Retirement or death or disability, as applicable, and to the extent not otherwise exercisable, become fully exercisable, and will thereafter and during the period specified in the following paragraph remain, to the extent not previously exercised, fully exercisable for the Shares. For purposes of this Stock Option, "Retire" and "Retirement" mean termination of the Participant's employment (other than a termination for cause) after attainment by the Participant of age fifty-five (55) and ten (10) years of continuous service with the Company and/or its subsidiaries. Upon termination of the Participant's employment, any portion of this Stock Option that is not then exercisable (determined after giving effect, to the extent applicable, to the accelerated exercisability provisions of the immediately preceding paragraph) will immediately expire and the remainder of this Stock Option will remain exercisable, subject to the other provisions of this Agreement and the Plan, until the earlier of (A) the Expiration Date, or (B)(i) if the employment terminates by reason of the Participant's death, the second anniversary of the date of such death; (ii) if the employment terminates by reason of the Participant's Retirement, the Expiration Date, provided, however, that if the Participant dies after Retirement the period specified by this clause (ii) shall be modified to end on the second anniversary of the date of such death; (iii) if the employment terminates by reason of disability or an involuntary termination other than for cause, the first anniversary of the date of termination; or (iv) if the Participant voluntarily terminates employment before becoming eligible for Retirement, or is involuntarily terminated for cause, the thirtieth (30th) day following the date of termination. Upon the expiration of the applicable latest exercise date described in the immediately preceding sentence, this Stock Option shall terminate. View More

Vesting. The RSUs ultimately earned by the Employee will vest on the first trading day in the third year after the grant date (the "Vesting Date"). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee's retirement under the Company's pension plan on or after age 62, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common... Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company's achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest in the event of the Employee's death or Disability, or a Change in Control of the Company and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days). For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved "target" performance on each of the performance measures, resulting in the payment of 100% of the target award amount of this grant. All RSUs will be forfeited upon termination of the Employee's employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement under the Company's pension plan on or after age 62. Exhibit 10.5K 2. Adjustment. The Committee shall make equitable substitutions or adjustments in the RSUs as it determines to be appropriate in the event of any corporate event or transaction such as a stock split, merger, consolidation, separation, including a spin-off or other distribution of stock or property of the Company, reorganization or any partial or complete liquidation of the Company and shall make equitable adjustments to the financial results utilized for determining the level of achievement of the performance criteria as it determines to be appropriate to eliminate the impact of subsequent events that are objective, represent unusual or extraordinary items or events or are otherwise determined to be appropriate to adjust for, including (i) restructurings, discontinued operations, foreign currency translation, acquisitions and dispositions and mark-to-market accounting, (ii) charges relating to impairment and other unusual or nonrecurring charges and (iii) a change in tax law or accounting standards, practices or policies; provided, any such substitutions or adjustments shall be made in such a manner so as to comply with Treas. Reg. Section 1.162-27(e)(2)(iii)(C). View More

Vesting. The Participant's interest in the shares of Common Stock covered by the Stock Award shall become vested and nonforfeitable to the extent provided in paragraphs (a), (b), (c), (d) and (e) below. (a) Continued Employment. The Participant's interest in the number of whole shares of Common Stock that most nearly equals (but does not exceed) one-third of the shares of Common Stock covered by the Stock Award shall become vested and nonforfeitable on the first anniversary of the Date of Grant if the Pa...rticipant remains in the continuous employ of the Corporation or a Subsidiary from the Date of Grant until such date. The Participant's interest in an additional number of shares of Common Stock that most nearly equals (but does not exceed) one-third of the shares of Common Stock covered by the Stock Award shall become vested and nonforfeitable on the second anniversary of the Date of Grant if the Participant remains in the continuous employ of the Corporation or a Subsidiary from the Date of Grant until such date. The Participant's interest in the remaining shares of Common Stock covered by the Stock Award shall become vested and nonforfeitable on the third anniversary of the Date of Grant if the Participant remains in the continuous employ of the Corporation or a Subsidiary from the Date of Grant until such date. (b) Change in Control. The Participant's interest in all of the shares of Common Stock covered by the Stock Award (if not sooner vested), shall become vested and nonforfeitable on the date of a Change in Control if the Participant remains in the continuous employ of the Corporation or a Subsidiary from the Date of Grant until such date. (c) Death or Disability. The Participant's interest in all of the shares of Common Stock covered by the Stock Award (if not sooner vested), shall become vested and nonforfeitable on the date that the Participant's employment by the Corporation and its Subsidiaries ends if (i) such employment ends on account of the Participant's death or because of the Participant's Disability and (ii) the Participant remains in the continuous employ of the Corporation or a Subsidiary from the Date of Grant until the date such employment ends on account of the Participant's death or Disability. (d) Termination of Employment Without Cause. The Participant's interest in all of the shares of Common Stock covered by the Stock Award (if not sooner vested), shall become vested and nonforfeitable on the date that the Participant's employment by the Corporation and its Subsidiaries ends if (i) such employment is terminated by the Corporation or a Subsidiary without Cause and (ii) the Participant remains in the continuous employ of the Corporation or a Subsidiary from the Date of Grant until the date such employment ends on account of a termination by the Corporation or a Subsidiary without Cause. (e) Resignation With Good Reason. The Participant's interest in all of the shares of Common Stock covered by the Stock Award (if not sooner vested) shall become vested and nonforfeitable on the date that the Participant's employment by the Corporation and its Subsidiaries ends if (i) such employment is terminated by the Participant with Good Reason and (ii) the Participant remains in the continuous employ of the Corporation or a Subsidiary from the Date of Grant until the date such employment ends on account of the Participant's resignation with Good Reason. For purposes of this Agreement, the Participant's resignation shall be with Good Reason if the Participant resigns in accordance with the "Good Reason" termination provisions of the employment agreement between the Participant and the Corporation or a Subsidiary as in effect on the Date of Grant. Except as provided in this Section 2, any shares of Common Stock covered by the Stock Award that are not vested and nonforfeitable on or before the date that the Participant's employment by the Corporation and its Subsidiaries ends shall be forfeited on the date that such employment terminates. View More

Vesting. (a) Performance-Based Vesting. Subject to this Section 2, the Performance-Based Restricted Stock Unit Award shall vest and become unrestricted in accordance with Exhibit A hereto. (b) Accelerated Vesting for Termination following a Change in Control. In the event of a Change in Control (as defined in the Plan), (i) all unearned performance-based restricted stock units subject to the Performance-Based Restricted Stock Unit Award shall be deemed to be earned based on relative TSR (as such term is ...defined in Exhibit A hereto), the number of which shall be determined based on the market price of the Company's Common Stock being the closing price on the date of the consummation of the Change in Control and the market price of the Company's Comparison Group (as such term is defined in Exhibit A hereto) being an average of the closing prices for the 30-day period ending five business days prior to such consummation, and (ii) all such earned performance-based restricted stock units subject to the Performance-Based Restricted Stock Unit Award shall remain unvested and shall continue to vest in accordance with their original vesting schedule. If the Participant‘s employment with such successor company (or a subsidiary thereof) is terminated within 24 months following such Change in Control (or within six months prior thereto in connection with the Change in Control) without Cause by the Company or the successor company or by the Participant for Good Reason, all earned and unvested performance-based restricted stock units subject to the Performance-Based Restricted Stock Unit Award outstanding as of the date of such termination of employment (or as of the date of the Change in Control if termination occurred prior to and in connection with the Change in Control) shall vest and be distributed. (c) Settlement of Performance-Based Restricted Stock Units. Upon the date performance-based restricted stock units subject to this Agreement become vested and unrestricted, one share of Common Stock shall be issuable for each performance-based restricted stock unit that vests on such date, subject to the terms and conditions of the Plan and this Agreement. Thereafter, the Company will transfer such shares of Common Stock to the Participant upon satisfaction of any required tax withholding obligations. (d) Other Defined Terms. Cause. "Cause" shall mean (i) the willful or grossly negligent failure by the Participant to perform his or her duties and obligations in any material respect, other than any such failure resulting from the disability of the Participant, (ii) the Participant's conviction of a crime or offense involving the property of the Company, or any crime or offense constituting a felony or involving fraud or moral turpitude; (iii) the Participant's violation of any law, which violation is materially and demonstrably injurious to the operations or reputation of the Company; or (iv) the Participant's material violation of any generally recognized policy of the Company; provided, however, that if the term "Cause" is defined in an employment agreement between the Company and the Participant, the definition in the employment agreement shall apply for purpose of this Agreement. Good Reason. "Good Reason" shall mean (i) any significant diminution in the Participant's responsibilities from and after the date of the Change in Control, (ii) any material reduction in the annual salary or target incentive cash compensation of the Participant from and after the date of the Change in Control or (iii) any requirement after the date of the Change in Control (or prior thereto in connection with the Change in Control) to relocate to a location that is more than 2 fifty (50) miles from the principal work location of the Participant; provided, however, that the occurrence of any such condition shall not constitute Good Reason unless the Participant provides written notice to the Company of the existence of such condition not later than 90 days after the initial existence of such condition, and the Company shall have failed to remedy such condition within 30 days after receipt of such notice. View More

Vesting. The Options shall become vested and exercisable in accordance with the vesting schedule attached hereto as Exhibit A and incorporated herein by reference ("Vesting Schedule").

Vesting. (a) All of the RSUs shall be unvested on the Grant Date. For purposes of this Agreement, RSUs that have not vested as of any particular time in accordance with this Section 2 are referred to as "Unvested RSUs." (b) For so long as the Participant maintains continuous service to the Company or one of its Affiliates as an Employee or Director (a "Business Relationship") throughout the period beginning on the Grant Date and ending on the vesting date set forth below, the RSUs shall become vested acc...ording to the schedule set forth below, subject to Sections 3 and 10 hereof: Vesting Date Number of RSUs That First Vest on Such Date [As determined by the Compensation Committee] 3. Cessation of Business Relationship. If the Participant's Business Relationship ceases for any reason, including death, all Unvested RSUs on the date of such cessation will be forfeited. The Participant's Business Relationship shall be deemed to have ceased on the last day of active service to the Company or an Affiliate and shall not be extended by any notice of termination period (i.e., garden leave, etc.). For purposes hereof, a Business Relationship shall not be considered as having ceased during any bona fide leave of absence if such leave of absence has been approved in writing by the Company; in the event of such leave of absence, vesting of the RSUs shall be suspended (and the vesting dates shall be extended by a period 1 equal to the period of the leave of absence) except for any leave under which the Participant has a legal right to return to employment or such other leave as determined by the Company or unless contrary to applicable local law. The vesting of the RSUs shall not be affected by any change in the type of Business Relationship the Participant has with or among the Company and its Affiliates so long as the Participant continuously maintains a Business Relationship. View More

Vesting. Notwithstanding Section 5 of the Plan, the Option shall become vested and exercisable as to twenty percent (20%) of the Shares underlying the Option on each of the first five (5) anniversaries of October 31, 2012, subject in all cases to the Participant's continued Employment as of such anniversary as provided in the Plan, except as modified by Section 14 of this Grant Agreement.

Vesting. [The Option shall become vested with respect to [•] of the Shares on [•], and as to 1/48th of the remaining amount of the Shares on each monthly anniversary of [•] such that all of the Shares will have vested by [•]; provided, however, that the Grantee is providing Services on each such vesting date.] / [The Option shall become vested with respect to 1/48th of the Shares on each monthly anniversary of [•]; provided, however, that the Grantee is then providing Services.]