Vesting Contract Clauses (4,221)

Vesting. Subject to the conditions contained herein and in the Plan, the Restricted Stock Units shall vest and the restrictions on such Restricted Stock Units shall lapse as provided in the Grant Notice. With respect to any Restricted Stock Unit, the period of time that such Restricted Stock Unit remains subject to vesting shall be its Restricted Period.

Vesting. (a) The RSUs shall become vested as follows: (i) 33.3% of the RSUs shall vest on the first anniversary of the Date of Grant; (ii) 33.3% of the RSUs shall vest on the second anniversary of the Date of Grant; and (iii) 33.4% of the RSUs shall vest on the third anniversary of the Date of Grant (each a "Vesting Date"); provided that the Participant remains in continuous employment with the Company or its Affiliates through, and has not given or received a notice of termination of such employment as ...of, the applicable Vesting Date. (b) Except as set forth in Section 2(c) below, if the Participant's employment is terminated for any reason, (i) this RSU Award Agreement shall terminate and all rights of the Participant with respect to RSUs that have not vested as of the date of termination shall immediately terminate, (ii) any such unvested RSUs shall be forfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs. (c) If the Participant's employment is terminated either (x) by the Company without Cause or (y) due to the Participant's death or Disability, and provided in each case that the Participant (or the Participant's estate, if applicable) executes and delivers to the Company (and does not revoke) a general release of claims in a form satisfactory to the Company within sixty (60) days following such termination (or such shorter period as may be specified by the Company in accordance with applicable law): (i) the portion of the RSUs that are scheduled to vest on the next applicable Vesting Date shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment in accordance with Section 3 below, but in no event later than March 15 of the year following the year in which such date of termination occurs, (ii) this RSU Award Agreement shall terminate and all rights of the Participant with respect to the portion of the RSUs, if any, that have not vested as of the date of termination in accordance with this Section 2(c) shall immediately terminate, (iii) any such unvested RSUs shall be forfeited without payment of any consideration, and (iv) neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs. View More

Vesting. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a)In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant D...ate and the denominator of which is 1,095. A Participant is a "Good Leaver" on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant's employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and(b)In the event a member of the Premier Group (or a successor) terminates the Participant's employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full.The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.4. Forfeiture; Break in Service. The unvested portion of this Award, as determined under Section 3 above, shall expire and be permanently forfeited upon employment termination with the Premier Group. The unvested portion of this Award shall only continue to vest while the Participant is on an approved personal leave of absence to the extent and in the manner described in Exhibit A, which shall be enforceable as if set forth in this Award Agreement.5. Settlement of Award. Subject to Section 7 below, the Company shall deliver or cause to be delivered to or on the behalf of the Participant the number of vested Shares determined under Section 3 above as soon as administratively practicable upon the earlier of the Vesting Date or a qualifying termination of employment as designated in Section 3(a) or 3(b) above, but in no event later than sixty (60) days after such date. The dividend equivalents described in Section 3 above shall be paid in cash at the same time as the delivery of the Shares under this Section 5 which correspond to such dividend equivalents. Vested Shares to be delivered due to death shall be paid to the Participant's Beneficiary designated according to the terms of the Plan. View More

Vesting. Except as may otherwise be provided herein, subject to the Participant's continued employment with the Company or an Affiliate, the Options shall become vested and exercisable in equal installments on each of the first [ ] anniversaries of the Date of Grant (each such date, a "Vesting Date"). Any fractional Option Shares resulting from the application of the vesting schedule shall be aggregated and the Option Shares resulting from such aggregation shall vest on the final Vesting Date.

Vesting. Except as otherwise provided in Section 3 hereof, this RSU Award shall vest, as follows: (a) On , 2018 (the "Vesting Date"), this RSU Award shall vest in full, provided that the Participant remains continuously employed by the Company or a Subsidiary beginning on the Date of Grant and ending on the Vesting Date. Except as otherwise provided by Section 2(b), 2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the Vesting Date, this RSU Award... shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the "Restriction Period." (b) Upon (i) the Termination of the Participant's employment without Cause, or (ii) the death or Disability of the Participant during the Restriction Period and prior to any termination of the Participant's employment with the Company or any Subsidiary, a portion of the RSU Award shall vest, which portion shall equal the number of Restricted Stock Units covered by this Agreement multiplied by a fraction, the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and the denominator of which shall be the total number of days in the Restriction Period. The remaining portion of this RSU Award shall immediately be forfeited. (c) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall vest. Any such action by the Committee must be made in writing prior to the effective date of the Participant's retirement. Any Restricted Stock Units associated with this RSU Award as to which the vesting requirement of this Section 2 has been satisfied shall be payable in accordance with Section 5 hereof. View More

Vesting. Subject to all of the provisions of the Stock Unit Agreement, including, without limitation, the provisions of Paragraphs 4, 6, 7 and 9 of these Terms and Conditions, the Participant shall become vested in the Stock Units upon the vesting dates specified, and Management Group in accordance with the vesting schedule set forth, in the Award Notice. If the Participant's employment with the Corporation and its Subsidiaries terminates for any reason prior to the end of the period ending on the latest... vesting date set forth in the Award Notice ("Vesting Period"), the Stock Units in the Participant's Stock Unit Account that have not yet vested and do not become vested under Paragraph 6 or Paragraph 7, shall be forfeited and revert to the Corporation on such termination date, and the Corporation shall have no further obligation after such date to pay Dividend Equivalents pursuant to Paragraph 3 of these Terms and Conditions with respect to such forfeited Stock Units. The Corporation shall have no further obligation to the Participant under these Terms and Conditions following the Participant's forfeiture of Stock Units. View More

Vesting. The number of Shares earned as determined under the Performance Schedule will be paid to you only if you become vested in the Shares. You will become vested in the Shares on the Vesting Date provided you do not have a Termination of Affiliation prior to the Vesting Date except as otherwise provided in paragraph 5 and paragraph 6 of this Performance Shares Award section, and subject to any other forfeiture of Shares under paragraph 10 of this Performance Shares Award section. If you have a Termin...ation of Affiliation prior to the Vesting Date, then except as provided in paragraph 5 and paragraph 6 of this Performance Shares Award section, you will forfeit all Performance Shares, and will have no right to earn or receive payment of any Shares under this Agreement.5. Termination of Affiliation Due to Retirement. If you have a Termination of Affiliation prior to the Vesting Date due to Retirement, a portion of your Performance Shares will be forfeited and you will have no right to earn or receive payment of any Shares with respect to such forfeited portion. The forfeited portion shall be equal to your Performance Shares times a fraction, the numerator of which is the total number of remaining whole months in the FY 2013-15 Performance Period and the denominator of which is 36 months. The portion of your Performance Shares not forfeited pursuant to the foregoing shall be earned based on the applicable performance percentage determined in accordance with the Performance Schedule and shall be paid as provided in paragraph 7 of this Performance Shares Award. For purposes of your Performance Share Award, Retirement means "Retirement" as defined in the Plan (Termination of Affiliation after having both attained age 55 and completed 10 years of service) and as otherwise specified in Committee rules, regulations or policies (currently Termination of Affiliation after having attained age 65). View More

Vesting. (a) Subject to earlier vesting in accordance with Sections 4 or 5 below, the Shares (and any related Dividend Equivalent Units) will become vested on the later of the third anniversary of the Grant Date or the date on which the Committee certifies the attainment of the Performance Goals (the "Vesting Date") in accordance with the provisions of Section 3 below and subject to the provisions of subsection (b) below. Prior to the Vesting Date, the Shares (and any related Dividend Equivalent Units) s...ubject to the Award shall be nontransferable and, except as otherwise provided herein, shall be immediately forfeited upon Participant's termination of employment with the Company and its Subsidiaries. Prior to the Vesting Date, the Award shall not be earned by Participant's performance of services and there shall be no such vesting of the Award. Subject to the terms of the Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. Participant acknowledges that the opportunity to obtain the Shares represents valuable consideration, regardless of whether the Shares actually vest. 1 (b) The maximum number of Shares (including any related Dividend Equivalent Units) that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a Fair Market Value of Shares on the Vesting Date not to exceed:(i) one-half of one percent (or, one and one-half percent if Participant is the Chief Executive Officer of the Company) of the sum of the Company's operating income for the Performance Period January 1, [ ] through December 31, [ ], as determined by the Committee in accordance with the Plan,(ii) "operating income" for purpose of clause (i) above shall be calculated excluding the effect of changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, all as determined by U.S. generally accepted accounting principles ("GAAP"); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, as most accurately determined either at the time of the acquisition (through projections made at that time and accepted by the Committee), or at year end; and foreign exchange gains or losses, all as determined by the Committee;provided, however, that in no event shall the number of Shares which vest on the Vesting Date exceed the Maximum Award or the individual limits for Participants as set forth in the Plan. The maximum number of Shares may be reduced, but not increased, based on the degree of attainment of the performance criteria as set forth in Section 3 of this Agreement. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares (and any related Dividend Equivalent Units) shall be immediately forfeited. View More

Vesting. (a) Subject to the terms and conditions of this Agreement, the mPRSUs shall vest and become payable in Shares on the Performance Vesting Date set forth in the attached Exhibit. The number of mPRSUs that vest shall be determined by the Company's performance under the Vesting Formula during the Performance Period, as set forth in the attached Exhibit. Except as otherwise provided herein, the Participant's right to receive Shares subject to the mPRSUs is contingent upon the Participant continuing t...o provide Service (as defined in Section 3 below) to the Company (or any Related Entity) through the Performance Vesting Date. (b) Notwithstanding the provisions above, in the event of a Change in Control of the Company prior to the end of the Performance Period in Section 2(a), a portion of the mPRSUs shall convert into a cash award (the "Cash Award"). The number of mPRSUs that convert into a Cash Award shall be the sum of the "performance pro rata" number of Shares and the "target pro rata" number of Shares. This sum shall be multiplied by the closing price of the Company's common stock as of the closing date of the Change in Control to determine the dollar amount of the Cash Award. The Cash Award will vest on the Performance Vesting Date, contingent upon the Participant continuing to provide Service (as defined in Section 3 below) to the Company (or any Affiliate) through the Performance Vesting Date. Any remaining portion of the mPRSUs that are not converted into a Cash Award shall be cancelled. (i) Performance Pro Rata. The Target Number of mPRSUs (as set forth in the attached Exhibit) shall be multiplied by the total number of days from the Grant Date 1 2011 Stock Incentive Plan Market-Based Performance Restricted Stock Unit Award Agreement for U.S. Participants until the closing date of the Change in Control divided by the number of days in the Performance Period ("Elapsed Target Shares"). The Company's performance under the Vesting Formula (as set forth in the attached Exhibit) from the first day of the Performance Period until the closing date of the Change in Control shall be applied to the Elapsed Target Shares to determine the "performance pro rata" number of Shares. (ii) Target Pro Rata. The Target Number of mPRSUs (as set forth in the attached Exhibit) shall be multiplied by the total number of days from the day following the closing date of the Change in Control until the last day of the Performance Period divided by the number of days in the Performance Period to determine the "target pro rata" number of Shares. View More

Vesting. The DSUs described in this Award Agreement will vest as follows: (a)General Vesting. If your Board services continue from the Grant Date until the earlier of January 31, 2015 or the date of the annual meeting of the Company's shareholders in 2015 (the "Vesting Date"), your DSUs described in this Award Agreement will become 100% vested on the Vesting Date, including any DSUs credited pursuant to Section 5 on or prior to the Vesting Date. Any DSUs received pursuant to Section 5 following the Vesti...ng Date will be 100% vested on the date they are credited to you; or(b)Accelerated Vesting. Your DSUs described in this Award Agreement, including any DSUs credited pursuant to Section 5, will become 100% vested as of the date you Terminate because of your death or because you become Disabled. For purposes of this Award Agreement, "Disabled" means that you have been determined to be totally disabled by the Social Security Administration. View More