Vesting Contract Clauses (4,221)

Vesting. (a) Units shall become vested in accordance with the Vesting Schedule in the Notice of Award so long as Participant maintains a Continuous Status as an Employee, subject to Section 16 below. (b) If Participant ceases to maintain a Continuous Status as an Employee for any reason other than death or disability (as described in Section 3(c)), all Units to the extent not yet vested under Section 3(a) on the date Participant ceases to maintain a Continuous Status as an Employee shall be forfeited by ...Participant without payment of any consideration to Participant therefor. Any Units so forfeited shall be canceled and any Shares considered issuable pursuant to such Units, if applicable, shall be returned to the status of authorized but unissued Shares, to be held for future distributions under the Company's 2002 Plan. (c) If Participant dies or in the event of termination of Participant's Continuous Status as an Employee as a result of disability (as determined by an executive officer of the Company in accordance with the policies of the 3 Company) while an employee of the Company or any of its Subsidiaries, Participant's interest in all Units awarded hereunder shall become fully vested as of the date of death or termination of employment on account of such disability, in which case such date shall be deemed the Vesting Date. Unless changed by the Committee, "disability" means that Participant ceases to be an employee on account of disability as a result of which Participant is determined to be disabled by the determining authority under the long-term or total permanent disability policy, or government social security or other similar benefit program, of the country or location in which Participant is employed and, in the absence of such determining authority, as determined by the Committee in accordance with the policies of the Company. View More

Vesting. 3.1 Except as otherwise provided herein, provided that the Grantee remains in continuous employment or other service ("Continuous Service") with the Company through the applicable vesting date, the Restricted Stock Units will vest in accordance with the following schedule (the period during which restrictions apply, the "Restricted Period"): Vesting Date Number of Restricted Stock Units That Vest [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] [VESTING DATE] [NUMBER ...OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] Once vested, the Restricted Stock Units become "Vested Units." 3.2 The foregoing vesting schedule notwithstanding, if the Grantee's Continuous Service terminates as a result of the Grantee's death or Disability, 100% of the unvested Restricted Stock Units shall vest as of the date of such termination. If the Grantee's Continuous Service terminates for any reason other than as a result of the Grantee's death or Disability at any time before all of the Restricted Stock Units have vested, the Grantee's unvested Restricted Stock Units shall be automatically forfeited upon such termination of Continuous Service and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement. 3.3 The foregoing vesting schedule notwithstanding, if a Change in Control occurs and the Grantee's Continuous Service is terminated by the Company without Cause or by the Grantee for Good Reason, and the Grantee's date of termination occurs (or in the case of the Grantee's termination of Continuous Service for Good Reason, the event giving rise to Good Reason occurs) within twelve (12) months following the Change in Control, all unvested Restricted Stock Units shall automatically become 100% vested on the Grantee's date of termination. View More

Vesting. The Restricted Stock that is granted hereby shall be subject to Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Stock that is granted hereby in accordance with the provisions of subsections (a) through (d) of this Section 4. (a) Generally. The Forfeiture Restrictions shall lapse as to the Restricted Stock that is granted hereby as provided in subsection (b), provided that the Participant has not incurred a Termination of Service prior to the applicable date ...provided in subsection (b). If the Participant has incurred a Termination of Service before a date provided in subsection (b) then, except as otherwise specified in subsections (c) or (d) below, the Forfeiture Restrictions then applicable to any of the Restricted Stock shall not lapse and all of the Restricted Stock with respect to which Forfeiture Restrictions have not then lapsed shall be forfeited to the Company upon such Termination of Service. (b) Vesting Date. The Forfeiture Restrictions shall lapse, and the Restricted Stock will vest (subject to the provisions of subsection (a)) in accordance with the following schedule: (i) on , the Forfeiture Restrictions shall lapse, and the Restricted Stock will vest, with respect to one-quarter (25%) of the Restricted Stock; (ii) on , the Forfeiture Restrictions shall lapse, and the Restricted Stock will vest, with respect to an additional one-quarter (25%) of the Restricted Stock; (iii) on , the Forfeiture Restrictions shall lapse, and the Restricted Stock will vest, with respect to an additional one-quarter (25%) of the Restricted Stock; and (iv) on , the Forfeiture Restrictions shall lapse, and the Restricted Stock will vest, with respect to the remaining one-quarter (25%) of the Restricted Stock, so that on , the Restricted Stock will vest in full. (c) Death or Total and Permanent Disability. Notwithstanding any provisions of Section 4 to the contrary, in the event the Participant's Termination of Service is due to the Participant's death or Total and Permanent Disability prior to a date provided in subsection (b), the Forfeiture Restrictions for all of the Restricted Stock with respect to which Forfeiture Restrictions have not then lapsed shall lapse on the date of such Termination of Service due to death or Total and Permanent Disability. 3 (d) Change in Control. Notwithstanding any provisions of Section 4 to the contrary, in the event a Change in Control occurs prior to the date of the Participant's Termination of Service, the Forfeiture Restrictions for all of the Restricted Stock with respect to which Forfeiture Restrictions have not then lapsed shall lapse upon the occurrence of such Change in Control. View More

Vesting. Provided that you are an employee as of the applicable date, this Award will vest as indicated in the Award Memorandum, and, subject to any deferral election then in effect, the Shares subject to this Award will be issued as indicated in this Agreement. This Award also may continue to vest following your Retirement (as defined below) as described in Sections 5(a) and (b). 3. Termination of Award. Your Award shall terminate in all events on the earlier of (a) the date upon which vesting is no lon...ger permitted pursuant to Section 5 or (b) your failure to accept the terms of this Agreement, the Award Memorandum and the Plan within the time period and in the manner specified in this Agreement. View More

Vesting. Each Initial Award shall vest and become exercisable in thirty-six (36) substantially equal monthly installments following the date of grant, such that the Initial Award shall be fully vested on the third anniversary of the date of grant, subject to the Non-Employee Director continuing in service as a Non-Employee Director through each such vesting date. Each Subsequent Award shall vest and become exercisable on the earlier of the first anniversary of the date of grant or the day immediately pri...or to the date of the next annual meeting of the Company's stockholders occurring after the date of grant, in either case subject to the Non-Employee Director continuing in service on the Board as a Non-Employee Director through each such vesting date. Unless the Board otherwise determines, any portion of an Initial Award or Subsequent Award which is unvested or unexercisable at the time of a Non-Employee Director's termination of service on the Board as a Non-Employee Director shall be immediately forfeited upon such termination of service and shall not thereafter become vested and exercisable. All of a Non-Employee Director's Initial Awards and Subsequent Awards shall vest in full immediately prior to the occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding at such time. View More

Vesting. The term "vest" as used herein with respect to any share of Restricted Stock means the lapsing of the restrictions described herein with respect to such share. Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock shall vest as follows: (a) Twelve and a half percent (12.5%) of the Restricted Stock shall vest beginning on the last day of the fiscal quarter of the Company (each, a "Fiscal Quarter") in which the grant is made and on each subsequent Fiscal Quarter-end o...f the Company, provided that, through each such vesting date, (i) the Grantee has remained in continuous Employment either (x) as interim Chief Executive Officer pursuant to the offer letter agreement between the Grantee, Michaels Stores, Inc. and the Company, made and entered into as of February 28, 2019 (the "Offer Letter"), or (y) through his service as a member of the Company's board of directors (the "Board") (each of clauses (x) and (y), "Qualifying Service") and (ii) has not breached the covenants set forth in Section 11 herein. (b) In the event (i) the Grantee's Employment as interim Chief Executive Officer pursuant to the Offer Letter is terminated by the Company without Cause prior to the appointment of a new Chief Executive Officer of the Company, (ii) the Grantee's service on the Board is terminated without Cause, or (iii) the Grantee is not re-elected to the Board and circumstances constituting Cause do not exist (each of clauses (i), (ii), and (iii), a "Qualifying Termination"): (x) if such Qualifying Termination occurs before November 2, 2019, a pro-rata portion of the initial twelve and a half percent (12.5%) of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the current Fiscal Quarter), will vest in full on the date of the Grantee's Qualifying Termination and the remainder of the Restricted Stock award granted to the Grantee hereunder will be forfeited on the date of the Grantee's Qualifying Termination; and (y) if such Qualifying Termination occurs on or after November 2, 2019, any unvested shares of Restricted Stock that - 2 - are outstanding as of immediately prior to the Qualifying Termination will vest in full on the date of the Grantee's Qualifying Termination. (c) In the event the Grantee's Qualifying Service terminates for any reason other than a Qualifying Termination (a "Non-Qualifying Termination"): (x) if such Non-Qualifying Termination occurs before November 2, 2019, a pro-rata portion of the initial twelve and a half percent (12.5%) of the Restricted Stock (based on the number of days the Grantee has provided Qualifying Service in the current Fiscal Quarter), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of the Restricted Stock will be forfeited on the date of Grantee's Non-Qualifying Termination; and (y) if such Qualifying Termination occurs on or after November 2, 2019, any unvested shares of Restricted Stock that are outstanding as of immediately prior to the Non-Qualifying Termination, will vest according to the original vesting schedule set forth in Section 3(a). Notwithstanding the foregoing, in the event the Grantee breaches any of the restrictive covenants set forth in Section 11 below, the Grantee will immediately forfeit the unvested portion of the Restricted Stock award that the Grantee then holds. (d) In the event (i) the Restricted Stock (or any portion thereof) is outstanding as of immediately prior to a Change of Control and the Administrator provides for the assumption or continuation of, or the substitution of a substantially equivalent award for, the Restricted Stock (or any portion thereof) in accordance with Section 7(a)(i) of the Plan (the "Rollover Award") and (ii) the Grantee's Employment is terminated by the Company (or its successor) without Cause within the twelve (12) months following the Change of Control, the Rollover Award to the extent still outstanding will vest in full on the date of the Grantee's termination of Employment. View More

Vesting. (a) Subject to the terms of this Section 3, the Stock Units shall become vested according to the vesting schedule set forth in the notice from the Equity Plan recordkeeper, provided that the Participant continues to be employed by, or provide service to, the Employer from the Date of Grant until the applicable Vesting Date. (b) The vesting of the Stock Units shall be cumulative, but shall not exceed 100% of the Stock Units. If the foregoing schedule would produce fractional Stock Units, the numb...er of Stock Units that vest shall be rounded down to the nearest whole Stock Unit and the fractional Stock Units will be accumulated so that the resulting whole Stock Units will be included in the number of Stock Units that become vested on the last Vesting Date. Notwithstanding Section 3(a) above, upon the Participant's termination of employment or service from the Employer on account of the Participant's (i) Disability, (ii) Retirement, (iii) death, or (iv) termination by the Employer without Cause, the Participant shall be treated for vesting purposes as though the Participant remained employed or providing service to the Employer through the next subsequent Vesting Date following Participant's termination, meaning the Participant shall vest in the Stock Units that would have otherwise become vested as of such next subsequent Vesting Date provided, however, the Company has the right to reduce or change the amount depending on the facts and circumstances. (c) Except as otherwise provided in a written employment agreement or severance agreement entered into by and between the Participant and the Employer, in the event of a Change of Control before all of the Stock Units vest in accordance with Section 3(a) above, the provisions of the Plan applicable to a Change of Control shall apply to the Stock Units, and, in the event of a Change of Control, the Committee may take such actions with respect to the vesting of the Stock Units as it deems appropriate pursuant to the Plan. View More

Vesting. All of the PSUs are nonvested and forfeitable as of the Grant Date. So long as your Service is continuous from the Grant Date through the applicable date upon which vesting is scheduled to occur, the PSUs will become vested and nonforfeitable in accordance with the vesting schedule set forth in the Notice. Except for the circumstances, if any, described in the Notice, none of the PSUs will become vested and nonforfeitable after your Service ceases.

Vesting. Except as otherwise set forth in these Award Terms, the Restricted Share Units shall vest in accordance with the "Schedule for Vesting" set forth on the Grant Notice. Each Restricted Share Unit, upon vesting thereof, shall entitle the holder thereof to receive one Common Share (subject to adjustment pursuant to Section 10 hereof).

Vesting. Unless otherwise provided in this Agreement in the Company's 2017 Equity Incentive Plan (the "Plan") or in another agreement between the Recipient and the Company, the Restricted Shares shall vest in accordance with the vesting schedule set forth in the Notice of Grant. Any fractional number of Restricted Shares resulting from the application of the vesting schedule shall be rounded down to the nearest whole number of Restricted Shares.