Vesting Contract Clauses (4,221)

Grouped Into 292 Collections of Similar Clauses From Business Contracts

This page contains Vesting clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Vesting. Except as otherwise provided in this Section 3, Restricted Stock Units subject to this grant shall vest as follows: (a) 25,000 Restricted Stock Units shall vest on the one year anniversary of the Commencement Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto; (b) 30,000 Restricted Stock Units, shall vest on the two year anniversary of the Commencement Date subject to the Participant achieving certain Key Performance Indicators set... forth on Exhibit B attached hereto; (c) 35,000 Restricted Stock Units, shall vest on the three year anniversary of the Commencement Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto; (d) 40,000 Restricted Stock Units, shall vest on the four year anniversary of the Commencement Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto. For purposes of this Section, "Commencement Date" shall mean February 26, 2021, which is the date the Participant began employment with the Company, and the period of time between each anniversary of the Commencement Date shall be referred to as the "Vesting Year". In the event of the Participant's Termination of Service by the Company without Cause or by resignation of the Participant due to Good Reason (as defined in the Employment Agreement dated February 26, 2021 between the Company and the Participant), all unearned Restricted Stock Units awarded under this Award Agreement that could be earned during the Vesting Year in which the Termination of Service occurs shall vest immediately prior to the Termination of Service. Notwithstanding anything else contained herein, if there is a Change of Control prior to a Termination of Service, all unearned Restricted Stock Units awarded under this Award Agreement shall vest immediately prior to the Change of Control. View More
Vesting. Except as otherwise provided in this Section 3, Restricted Stock Units subject to this grant shall vest as follows: (a) 25,000 8,750 Restricted Stock Units shall vest on the one year anniversary of the Commencement Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto; (b) 30,000 8,750 Restricted Stock Units, shall vest on the two year anniversary of the Commencement Date subject to the Participant achieving certain Key Performance In...dicators set forth on Exhibit B attached hereto; (c) 35,000 8,750 Restricted Stock Units, shall vest on the three year anniversary of the Commencement Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto; (d) 40,000 8,750 Restricted Stock Units, shall vest on the four year anniversary of the Commencement Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto. For purposes of this Section, "Commencement Date" shall mean February 26, 18, 2021, which is the date the Participant began employment with providing services to the Company, and the period of time between each anniversary of the Commencement Date shall be referred to as the "Vesting Year". In the event of the Participant's Termination of Service by the Company without Cause or by resignation of the Participant due to Good Reason (as defined in the Employment Agreement dated February 26, 2021 between the Company and the Participant), Cause, all unearned Restricted Stock Units awarded under this Award Agreement that could be earned during the Vesting Year in which the Termination of Service occurs shall vest immediately prior to the Termination of Service. Notwithstanding anything else contained herein, if there is a Change of Control prior to a Termination of Service, all unearned Restricted Stock Units awarded under this Award Agreement shall vest immediately prior to the Change of Control. View More
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Vesting. (a) Except as otherwise provided in Sections 2(b) and 3 hereof, the Restricted Shares shall become vested in the following percentages and at the following times subject to both (i) satisfying the target for [Performance Criteria] (as defined below) on the applicable Vesting Date and (ii) Participant's continued employment or engagement with the Company through and on the applicable Vesting Date: Vesting Date Number of Vested Shares (Cumulative) [Vesting Dates] [Vesting Schedule] [Description of... Performance Criteria] There shall be no proportionate or partial vesting of the Restricted Shares in or during the months, days or periods prior to each Vesting Date, and all vesting of the Restricted Shares shall occur only on the applicable Vesting Date. Upon the termination or cessation of the Participant's employment or engagement with the Company, other than a Without Cause Termination or a Good Reason Termination, any portion of the Restricted Shares which is not yet then vested shall automatically and without notice terminate, be forfeited and be and become null and void except as otherwise provided herein. (b) Notwithstanding any other term or provision of this Agreement, (i) the Restricted Shares subject to this Agreement shall become immediately fully vested as of the date of a Change in Control (as defined below) provided that the Participant's employment or engagement with the Company and its Related Entities continues through and on the date of such Change in Control; and (ii) the requirement to be continuously employed on any future Vesting Date shall be waived in the event the Participant's employment or engagement with the Company and its Related Entities terminates through either a Without Cause Termination or a Good Reason Termination (as such quoted terms are defined below), in which case vesting will continue to be subject to achievement of the applicable level of [Performance Metric]. (c) For purposes of this Agreement, "Change in Control" shall be as defined in Section 13.3 of the Plan. (d) For purposes of this Agreement, (i) a "Without Cause Termination" shall mean a termination of the Participant's employment by the Company or a subsidiary thereof other than for Cause (as defined below) or as a result of the Participant's death or disability, (ii) a "Good Reason Termination" shall mean a termination of the Participant's employment by the Participant for "good reason" pursuant to and in accordance with the Participant's written employment agreement with the Company or a subsidiary thereof (if any) on the date hereof, and (iii) "Cause" shall mean (x) the Participant's willful misconduct or gross negligence in the performance of his or her duties for the Company or a subsidiary thereof that is not cured by the Participant within thirty (30) days after his or her receipt of written notice from the Company or such subsidiary (as applicable); (y) the Participant's conviction of, or plea of guilty or nolo contendere to, a crime relating to the Company or a subsidiary thereof or any felony; or (z) a material breach by the Participant of the Participant's employment agreement, offer letter or other offer arrangement with the Company or a subsidiary, or any other material written agreement entered into between the Participant and the Company or any subsidiary thereof (if any) that is not cured by the Participant within thirty (30) days after his or her receipt of written notice from the Company or such subsidiary (as applicable). View More
Vesting. (a) Except as otherwise provided in Sections 2(b) and 3 hereof, the Restricted Shares shall become vested in the following percentages and at the following times times, subject to both (i) satisfying the target for [Performance Criteria] (as defined below) on the applicable Vesting Date and (ii) Participant's continued employment or engagement with the Company through and on the applicable Vesting Date: Vesting Percentage of Restricted SharesVesting Date25%First Anniversary of Grant Date25%Secon...d Anniversary of Grant Date25%Third Anniversary of Grant Date Number 25%Fourth Anniversary of Vested Shares (Cumulative) [Vesting Dates] [Vesting Schedule] [Description of Performance Criteria] Grant Date There shall be no proportionate or partial vesting of the Restricted Shares in or during the months, days or periods prior to each Vesting Date, and all vesting of the Restricted Shares shall occur only on the applicable Vesting Date. Upon the termination or cessation of the Participant's employment or engagement with the Company, other than a Without Cause Termination or a Good Reason Termination, any portion of the Restricted Shares which is not yet then vested shall automatically and without notice terminate, be forfeited and be and become null and void except as otherwise provided herein. (b) Notwithstanding any other term or provision of this Agreement, (i) in the event that an Acceleration Event (as defined below) occurs, the Restricted Shares subject to this Agreement shall become immediately fully vested as of the date of the Acceleration Event. For purposes of this Agreement, an "Acceleration Event" shall mean the first to occur of any of the following: (i) a Change in Control (as defined below) provided that the Participant's employment or engagement with the Company and its Related Entities continues through and on the date of such Change in Control; and or (ii) the requirement to be continuously employed on any future Vesting Date shall be waived in the event the Participant's employment or engagement with the Company and its Related Entities terminates through either a Without Cause Termination or a Good Reason Termination (as such quoted terms are defined below), in which case vesting will continue to be subject to achievement of the applicable level of [Performance Metric]. below). (c) For purposes of this Agreement, "Change in Control" shall be as defined in Section 13.3 of the Plan. (d) For purposes of this Agreement, (i) a "Without Cause Termination" shall mean a termination of the Participant's employment by the Company or a subsidiary thereof other than for Cause (as defined below) or as a result of the Participant's death or disability, (ii) a "Good Reason Termination" shall mean a termination of the Participant's employment by the Participant for "good reason" pursuant to and in accordance with the Participant's written employment agreement with the Company or a subsidiary thereof (if any) on the date hereof, and (iii) "Cause" shall mean (x) the Participant's willful misconduct or gross negligence in the performance of his or her duties for the Company or a subsidiary thereof that is not cured by the Participant within thirty (30) days after his or her receipt of written notice from the Company or such subsidiary (as applicable); (y) the Participant's conviction of, or plea of guilty or nolo contendere to, a crime relating to the Company or a subsidiary thereof or any felony; or (z) a material breach by the Participant of the Participant's employment agreement, offer letter or other offer arrangement with the Company or a subsidiary, or any other material written agreement entered into between the Participant and the Company or any subsidiary thereof (if any) that is not cured by the Participant within thirty (30) days after his or her receipt of written notice from the Company or such subsidiary (as applicable). View More
Vesting. (a) Except as otherwise provided in Sections 2(b) and 3 hereof, the Restricted Shares shall become vested in the following percentages and at the following times times, subject to both (i) satisfying the target for [Performance Criteria] (as defined below) on the applicable Vesting Date and (ii) Participant's continued employment or engagement with the Company through and on the applicable Vesting Date: Percentage of Restricted Shares Vesting Date Number of Vested Shares (Cumulative) [Vesting Sc...hedule] [Vesting Dates] [Vesting Schedule] [Description of Performance Criteria] There shall be no proportionate or partial vesting of the Restricted Shares in or during the months, days or periods prior to each Vesting Date, and all vesting of the Restricted Shares shall occur only on the applicable Vesting Date. Upon the termination or cessation of the Participant's employment or engagement with the Company, Company,[ other than a Without Cause Termination or a Good Reason Termination, Termination,] any portion of the Restricted Shares which is not yet then vested shall automatically and without notice terminate, be forfeited and be and become null and void except as otherwise provided herein. (b) Notwithstanding [Notwithstanding any other term or provision of this Agreement, (i) in the event that an Acceleration Event (as defined below) occurs, the Restricted Shares subject to this Agreement shall become immediately fully vested as of the date of the Acceleration Event. For purposes of this Agreement, an "Acceleration Event" shall mean the first to occur of any of the following: (i) a Change in Control (as defined below) provided that the Participant's employment or engagement with the Company and its Related Entities continues through and on the date of such Change in Control; and or (ii) the requirement to be continuously employed on any future Vesting Date shall be waived in the event the Participant's employment or engagement with the Company and its Related Entities terminates through either a Without Cause Termination or a Good Reason Termination (as such quoted terms are defined below), in which case vesting will continue to be subject to achievement of the applicable level of [Performance Metric]. below). ]1 (c) For purposes of this Agreement, "Change in Control" shall be as defined in Section 13.3 of the Plan. (d) For purposes of this Agreement, (i) a "Without Cause Termination" shall mean a termination of the Participant's employment by [by the Company or a subsidiary thereof other than for Cause (as defined below) or or] as a result of the Participant's death or disability, (ii) a [a "Good Reason Termination" shall mean (1) a termination of the Participant's employment by the Participant for "good reason" pursuant to and in accordance with the Participant's written employment agreement with the Company or a subsidiary thereof (if any) thereof, and (2) in the absence of such an agreement; (w) a material diminution of the Participant's duties and responsibilities; (x) a reduction of the Participant's base salary or target bonus opportunity as a percentage of base salary; (y) a relocation of the Participant's office by more than sixty (60) miles; or (z) a change in the Participant's reporting relationship; provided that the Participant gives the Company sixty (60) days' prior notice of the Participant's intent to voluntarily terminate the Participant's employment for any (or all) of the reasons set forth in Section 2(d)(ii)(2)(w), (x), (y) or (z) within 120 days of the Participant learning of such event and the Company shall not have cured such breach within such 60-day period. 1 To be included in recipient award agreements on a case by case basis as determined by the date hereof, and Committee in its sole discretion. 2 (iii) "Cause" shall mean (1) if the Participant is a party to a written employment agreement with the Company or a subsidiary thereof defining such term, the definition of "Cause" set forth therein, and (2) in the absence of such an agreement, (x) the Participant's willful misconduct or gross negligence in the performance of his or her duties for the Company or a subsidiary thereof that is not cured by the Participant within thirty (30) days after his or her receipt of written notice from the Company or such subsidiary (as applicable); (y) the Participant's conviction of, or plea of guilty or nolo contendere to, a crime relating to the Company or a subsidiary thereof or any felony; or (z) a material breach by the Participant of the Participant's employment agreement, offer letter or other offer arrangement with the Company or a subsidiary, or any other material written agreement entered into between the Participant and the Company or any subsidiary thereof (if any) that is not cured by the Participant within thirty (30) days after his or her receipt of written notice from the Company or such subsidiary (as applicable). applicable).] View More
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Vesting. Except as otherwise provided in this Award Agreement, and subject to the Company's right to recoup or forfeit all or any portion of this Award and other conditions as provided in this Award Agreement[, including but not limited to the performance conditions in [applicable paragraphs] below], the Restricted Share Rights will vest and be settled according to the following schedule: [Vesting Schedule]Shares of Common Stock in settlement of the Restricted Share Rights will be issued to you or, in ca...se of your death, your Beneficiary determined in accordance with the Plan. Although you may receive dividend equivalents as provided below, you will have no rights as a stockholder of the Company with respect to your Restricted Share Rights until settlement. Upon vesting, each Restricted Share Right will be settled and distributed as one share of Common Stock except as otherwise provided in the Plan or this Award Agreement. View More
Vesting. Except as otherwise provided in this Award Agreement, and subject to the Company's right to recoup or forfeit all or any portion of this Award and other conditions as provided in this Award Agreement[, including but not limited to the performance conditions in [applicable paragraphs] below], Agreement, the Restricted Share Rights will vest and be settled according to the following schedule: [Vesting Schedule]Shares Schedule] Shares of Common Stock in settlement of the Restricted Share Rights wil...l be issued to you or, in case of your death, your Beneficiary determined in accordance with the Plan. Although you may receive dividend equivalents as provided below, you will have no rights as a stockholder of the Company with respect to your Restricted Share Rights until settlement. Upon vesting, each Restricted Share Right will be settled and distributed as one share of Common Stock except as otherwise provided in the Plan or this Award Agreement. Agreement[, subject to the restrictions in [applicable paragraphs] and the performance conditions in [applicable paragraph] below]. View More
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Vesting. Subject to the provisions of Sections 5 and 6 of this Agreement, the RSUs shall cease to be restricted and shall, subject to achievement of the Performance Goal set forth below, become non-forfeitable (thereafter being referred to as "Vested Shares") in [equal] installment[s] on [each of] ([each a] "Vesting Date"); provided, however, that a whole number of RSUs shall vest on each Vesting Date and the Company shall accordingly allocate such RSUs across the Vesting Dates as evenly as possible. Not...withstanding the foregoing, except as set forth in Sections 5 and 6 of this Agreement, none of the RSUs shall become Vested Shares on any Vesting Date unless (the "Performance Goal"). Notwithstanding the foregoing, and subject to Sections 5 and 6 below, in the event that (a) the Participant incurs a Termination of Service prior to any Vesting Date, any RSUs that were unvested at the date of such Termination of Service, or (b) the Performance Goal is not achieved, then in either case the RSUs shall be immediately forfeited to the Company. View More
Vesting. Subject to the provisions of Sections 5 and 6 of this Agreement, the RSUs shall cease to be restricted and shall, subject to achievement of the Performance Goal set forth below, shall become non-forfeitable (thereafter being referred to as "Vested Shares") in [equal] installment[s] on [each of] ([each a] "Vesting Date"); provided, however, that a whole number of RSUs shall vest on each Vesting Date and the Company shall accordingly allocate such RSUs across the Vesting Dates as evenly as possibl...e. Notwithstanding the foregoing, except as set forth in Sections 5 and 6 of this Agreement, none of the RSUs shall become Vested Shares on any Vesting Date unless (the "Performance Goal"). Notwithstanding the foregoing, and subject to Sections 5 and 6 below, in the event that (a) the Participant incurs a Termination of Service prior to any Vesting Date, any RSUs that were unvested at the date of such Termination of Service, or (b) the Performance Goal is not achieved, then in either case the RSUs Service shall be immediately forfeited to the Company. View More
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Vesting. As permitted in Section 5.1 of the Plan, the following Vesting Dates shall apply with respect to the Restricted Units (including any additional Restricted Units credited as Cash Dividend Equivalents with respect to such Restricted Units) awarded hereunder and shall supersede any contrary provision in Section 5.1: a.One-third (33.3%) of such Restricted Units (including any additional Restricted Units credited as Cash Dividend Equivalents with respect to such Restricted Units) shall vest on April ...1, 2020, subject to the Participant being employed with the Albany Group on such Vesting Date; b.One-third (33.3%) of such Restricted Units (including any additional Restricted Units credited as Cash Dividend Equivalents with respect to such Restricted Units) shall vest on April 1, 2021, subject to the Participant being employed with the Albany Group on such Vesting Date; and c.One-third (33.3%) of such Restricted Units (including any additional Restricted Units credited as Cash Dividend Equivalents with respect to such Restricted Units) shall vest on April 1, 2022, subject to the Participant being employed with the Albany Group on such Vesting Date. View More
Vesting. As permitted in Section 5.1 of the Plan, the following Vesting Dates shall apply with respect to the Restricted Units (including any additional Restricted Units credited as Cash Dividend Equivalents with respect to such Restricted Units) awarded hereunder and shall supersede any contrary provision in Section 5.1: a.One-third (33.3%) a.Twenty-four and nineteen one-hundredths percent (24.19%) of such Restricted Units (including any additional Restricted Units credited as Cash Dividend Equivalents ...with respect to such Restricted Units) shall vest on April 1, November 4, 2020, subject to the Participant being employed with the Albany Group on such Vesting Date; b.One-third (33.3%) b.Thirty-five and forty-eight one-hundredths percent (35.48%) of such Restricted Units (including any additional Restricted Units credited as Cash Dividend Equivalents with respect to such Restricted Units) shall vest on April 1, November 4, 2021, subject to the Participant being employed with the Albany Group on such Vesting Date; and c.One-third (33.3%) c.Forty and thirty-three one-hundredths percent (40.33%) of such Restricted Units (including any additional Restricted Units credited as Cash Dividend Equivalents with respect to such Restricted Units) shall vest on April 1, November 4, 2022, subject to the Participant being employed with the Albany Group on such Vesting Date. View More
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Vesting. (a) Subject to paragraph 2(b), the number of Phantom Shares that shall vest on December 31, 20 (the "Vesting Date"), if any, shall be calculated in accordance with Exhibit A attached hereto based upon the achievement of the performance goals set forth on Exhibit A (the "Performance Goals") during the period beginning on January 1, 20 and ending on December 31, 20 (the "TSR Performance Period"); provided that, to the extent that any fractional Shares result, the number of Phantom Shares that vest... on the Vesting Date shall be rounded down to the nearest whole share. Any Phantom Shares that do not vest on the Vesting Date shall be forfeited. (b) Except as otherwise provided in this paragraph 2, if the Grantee experiences a Termination of Service for any reason prior to the Vesting Date, the Phantom Shares shall, with no further action, be forfeited and cease to be outstanding as of the Grantee's Termination of Service. (c) The following terms shall apply in the event of a Termination of Service: (i) In the event that, prior to the Vesting Date, the Grantee experiences a Termination of Service by the Company without Cause (as defined in the Employment Agreement) or a Termination of Service by the Grantee for Good Reason (as defined in the Employment Agreement), then, subject to Section 5(k) of the Employment Agreement relating to execution of a release, the Grantee shall vest in a pro-rata portion of the Phantom Shares as of the Vesting Date. The pro-rata portion shall be calculated as the number of Phantom Shares that would have vested on the Vesting Date based upon achievement of the Performance Goals if the Grantee remained employed through the Vesting Date, multiplied by a fraction, (x) the numerator of which is the number of days in the TSR Performance Period that elapse through the anniversary of the Grant Date that immediately follows the Grantee's Termination of Service (but not beyond December 31, 20 ) and (y) the denominator of which is 1,095 [assumes three-year performance period]. (ii) In the event that, prior to the Vesting Date, the Grantee experiences a Termination of Service on account of the Grantee's death or Disability (as defined in the Employment Agreement), then the number of Phantom Shares that shall vest, if any, on the Vesting Date shall be the number of Phantom Shares that would have vested on the Vesting Date based upon achievement of the Performance Goals if the Grantee remained employed through the Vesting Date; provided that, such vesting shall be subject to Section 5(k) of the Employment Agreement relating to execution of a release, if the Grantee experiences a Termination of Service on account of the Grantee's Disability. (iii) Notwithstanding the foregoing, in the event that, prior to the Vesting Date, the Grantee experiences a Termination of Service by the Company without Cause, a Termination of Service by the Grantee for Good Reason, or a Termination of Service on account of the Grantee's death or Disability, in each case within 12 months following a Change of Control, then, subject to Section 5(k) of the Employment Agreement relating to execution of a release (other than in the case of the Grantee's death), the Target Amount of Phantom Shares shall become fully vested as of the Grantee's termination date and all other Phantom Shares shall be forfeited by the Grantee and cease to be outstanding. (d) Any Phantom Shares that do not vest as of the Vesting Date shall, with no further action, be forfeited and cease to be outstanding as of the Vesting Date. (b) Any such Dividend Payments shall only be payable with respect to Phantom Shares that vest and shall be paid in the form of additional Shares at the time Phantom Shares are settled pursuant to paragraph 4. At such time, the Grantee shall receive additional Shares with an aggregate value (determined as described below) equal to the aggregate value of the Dividend Payments declared during the TSR Performance Period with respect to the number of Shares equal to the number of vested Phantom Shares. (c) The number of additional Shares to be distributed pursuant to sub-paragraph (b) shall be calculated as follows: (i) the accumulated Dividend Payments declared during the TSR Performance Period, multiplied by (ii) the number of Shares to be distributed with respect to the vested Phantom Shares, divided by (iii) the per Share stock price of Common Stock on December 31, 20 , or if distribution occurs pursuant to paragraph 2(c)(iii) above, on the date of Termination of Service, rounded down to the nearest whole share. View More
Vesting. (a) Subject to paragraph 2(b), Section 2(b) and Section 2(c), the number of Phantom Shares that shall vest on December 31, 20 (the "Vesting Date"), if any, shall be calculated in accordance with Exhibit A attached hereto based upon the achievement of the performance goals set forth on Exhibit A (the "Performance Goals") during the period beginning on January 1, 20 and ending on December 31, 20 (the "TSR Performance Period"); provided that, to the extent that any fractional Shares result, the num...ber of Phantom Shares that vest on the Vesting Date shall be rounded down to the nearest whole share. Any Phantom Shares that do not vest on the Vesting Date shall be forfeited. (b) Except as otherwise provided in this paragraph 2, if the Grantee experiences a Termination of Service for any reason prior to the Vesting Date, the Phantom Shares shall, with no further action, be forfeited and cease to be outstanding as of the Grantee's Termination of Service. (c) The following terms shall apply in the event of a Termination of Service: (i) In the event that, prior to the Vesting Date, the Grantee experiences a Termination of Service by the Company without Cause (as defined in the Employment Agreement) or a Termination of Service by the Grantee for Good Reason (as defined in the Employment Agreement), then, subject to Section 5(k) of the Employment Agreement relating to execution of a release, the Grantee shall vest in a pro-rata portion of the Phantom Shares as of the Vesting Date. The pro-rata portion shall be calculated as the number of Phantom Shares that would have vested on the Vesting Date based upon achievement of the Performance Goals if the Grantee remained employed through the Vesting Date, multiplied by a fraction, (x) the numerator of which is the number of days in the TSR Performance Period that elapse through the anniversary of the Grant Date that immediately follows the Grantee's Termination of Service (but not beyond December 31, 20 ) and (y) the denominator of which is 1,095 [assumes three-year performance period]. (ii) In the event that, prior to the Vesting Date, the Grantee experiences a Termination of Service on account of the Grantee's death or Disability (as defined in the Employment Agreement), Disability, then the number of Phantom Shares that shall vest, if any, on the Vesting Date shall be the number of Phantom Shares that would have vested on the Vesting Date based upon achievement of the Performance Goals if the Grantee remained employed through the Vesting Date; provided that, such vesting shall be subject to Section 5(k) of the Employment Agreement relating to execution of a release, if the Grantee experiences a Termination of Service on account of the Grantee's Disability. (iii) Date. (c) Notwithstanding the foregoing, in the event that, prior to the Vesting Date, Date and upon or within 12 months following a Change of Control, the Grantee experiences a Termination of Service by the Company without Cause, a Termination of Service by the Grantee for Good Reason, Cause or a Termination of Service on account of the Grantee's death or Disability, in each case within 12 months following a Change of Control, then, subject to Section 5(k) of the Employment Agreement relating to execution of a release (other than in the case of the Grantee's death), the Target Amount of Phantom Shares shall become fully vested as of the Grantee's termination date and all other Phantom Shares shall be forfeited by the Grantee and cease to be outstanding. (d) Except as otherwise provided in Section 2(b) and Section 2(c), in the event the Grantee experiences a Termination of Service for any reason prior to the Vesting Date, the Phantom Shares shall, with no further action, be forfeited and cease to be outstanding as of the Grantee's Termination of Service. (e) Any Phantom Shares that do not vest as of the Vesting Date shall, with no further action, be forfeited and cease to be outstanding as of the Vesting Date. (b) Any such Dividend Payments shall only be payable with respect to Phantom Shares that vest and shall be paid in the form of additional Shares at the time Phantom Shares are settled pursuant to paragraph 4. At such time, the Grantee shall receive additional Shares with an aggregate value (determined as described below) equal to the aggregate value of the Dividend Payments declared during the TSR Performance Period with respect to the number of Shares equal to the number of vested Phantom Shares. (c) The number of additional Shares to be distributed pursuant to sub-paragraph (b) shall be calculated as follows: (i) the accumulated Dividend Payments declared during the TSR Performance Period, multiplied by (ii) the number of Shares to be distributed with respect to the vested Phantom Shares, divided by (iii) the per Share stock price of Common Stock on December 31, 20 , or if distribution occurs pursuant to paragraph 2(c)(iii) above, on the date of Termination of Service, rounded down to the nearest whole share. View More
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Vesting. The Participant's interest in the number of whole shares of Class A Common Stock that most nearly equals (but does not exceed) 2,500 shares of the 2016 Restricted Stock shall become vested and nonforfeitable on the Date of Grant, and further to the extent provided in Section 2(a) and Section 2(b) hereof. (a) Change in Control. The Participant's interest in all of the shares of Class A Common Stock covered by the 2016 Stock Award (if not sooner vested) shall become vested and nonforfeitable on th...e date of a Change in Control if the Participant continues to serve as a Director on such date. (b) Death or Disability. The Participant's interest in all of the shares of Class A Common Stock covered by the 2016 Stock Award (if not sooner vested) shall become vested and nonforfeitable on the date that the Participant's service as a Director ends if (i) such service ends on account of the Participant's death or because of the Participant's Disability and (ii) the Participant continues to serve as a Director on the date such service ends on account of the Participant's death or Disability. Except as provided in this Section 2, any shares of Class A Common Stock covered by the 2016 Stock Award that are not vested and nonforfeitable on or before the date that the Participant's service as a Director ends shall be forfeited on the date that such service terminates. View More
Vesting. (a) Continued Service: 2014 Restricted Stock. The Participant's interest in the 2014 Restricted Stock shall become vested and nonforfeitable to the extent provided in this Section 2(a), and further to the extent provided in Section 2(c) and Section 2(d) hereof. (i) The Participant's interest in the number of whole shares of Class A Common Stock that most nearly equals (but does not exceed) 2,500 834 shares of the 2016 2014 Restricted Stock shall become vested and nonforfeitable on the Date of Gr...ant. (ii) The Participant's interest in an additional number of shares of Class A Common Stock that most nearly equals (but does not exceed) 833 shares of the 2014 Restricted Stock shall become vested and nonforfeitable on each of the first and second anniversaries, respectively, of the Date of Grant, if the Participant continues to serve as a member of the Company's Board of Directors (a "Director") from the Date of Grant until each such date. (b) Continued Service: 2015 Restricted Stock. The Participant's interest in the 2015 Restricted Stock shall become vested and nonforfeitable to the extent provided in this Section 2(b), and further to the extent provided in Section 2(a) 2(c) and Section 2(b) 2(d) hereof. (a) (i) The Participant's interest in the number of whole shares of Class A Common Stock that most nearly equals (but does not exceed) 834 shares of the 2015 Restricted Stock shall become vested and nonforfeitable on the first anniversary of the Date of Grant. (ii) The Participant's interest in an additional number of shares of Class A Common Stock that most nearly equals (but does not exceed) 833 shares of the 2015 Restricted Stock shall become vested and nonforfeitable on each of the second and third anniversaries, respectively, of the Date of Grant if the Participant continues to serve as a Director from the Date of Grant until each such date. (c) Change in Control. The Participant's interest in all of the shares of Class A Common Stock covered by each of the 2016 2014 Stock Award and the 2015 Stock Award (if not sooner vested) shall become vested and nonforfeitable on the date of a Change in Control if the Participant continues to serve as a Director on from the Date of Grant until such date. (b) (d) Death or Disability. The Participant's interest in all of the shares of Class A Common Stock covered by each of the 2016 2014 Stock Award and the 2015 Stock Award (if not sooner vested) shall become vested and nonforfeitable on the date that the Participant's service as a Director ends if (i) such service ends on account of the Participant's death or because of the Participant's Disability and (ii) the Participant continues to serve as a Director on from the Date of Grant until the date such service ends on account of the Participant's death or Disability. Except as provided in this Section 2, any shares of Class A Common Stock covered by either the 2016 2014 Stock Award or the 2015 Stock Award that are not vested and nonforfeitable on or before the date that the Participant's service as a Director ends shall be forfeited on the date that such service terminates. View More
Vesting. (a) Vesting Schedule The Participant's interest in the number of whole shares of Class A Common Stock that most nearly equals (but does not exceed) 2,500 shares of covered by the 2016 Restricted Stock Award shall become vested and nonforfeitable in accordance with the terms set forth on the Date of Grant, Schedule A attached hereto and further to the extent provided in Section 2(a) paragraphs (b), (c) and Section 2(b) hereof. (a) (d) below. (b) Change in Control. The Participant's interest in al...l of the shares of Class A Common Stock covered by the 2016 Stock Award (if not sooner vested) vested), shall become vested and nonforfeitable on the date of a Control Change in Control Date if the Participant continues to serve as a Director on member of the Company's Board of Directors (in such date. (b) capacity, a "Director") from the Effective Date until the Control Change Date. (c) Death or Disability. The Participant's interest in all of the shares of Class A Common Stock covered by the 2016 Stock Award (if not sooner vested) vested), shall become vested and nonforfeitable on the date that the Participant's service as a Director ends if (i) such service ends on account of the Participant's death or because of the Participant's Disability and (ii) Participant becoming "disabled"(as defined in Code section 409A(a)(2)(c)), provided that the Participant continues to serve as a Director on from the Effective Date until the date such service ends on account of the Participant's death or Disability. because the Participant is disabled. (d) Termination of Service. 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 service as a Director ends on account of the Participant not being nominated for re-election as a Director by the Company's Board of Directors. (e) Except as provided in this Section 2, any shares of Class A Common Stock covered by the 2016 Stock Award that are not vested and nonforfeitable on or before the date that the Participant's service as a Director ends shall be forfeited on the date that such service terminates. View More
Vesting. The Participant's interest in the number of whole shares of Class A Common Stock that most nearly equals (but does not exceed) 2,500 covered by the Stock Award shall become vested and nonforfeitable to the extent provided in paragraphs (a), (b) and (c) below. (a) Continued Service. The Participant's interest in one-third of the shares of Common Stock covered by the 2016 Restricted Stock Award shall become vested and nonforfeitable on the first anniversary of the Date of Grant, Grant if the Parti...cipant continues to serve as a member of the Board from the Date of Grant until such date. The Participant's interest in an additional one-third of the shares of Common Stock covered by the Stock Award shall become vested and further nonforfeitable on the second anniversary of the Date of Grant if the Participant continues to serve as a member of the extent provided Board from the Date of Grant until such date. The Participant's interest in Section 2(a) the remaining shares of Common Stock covered by the Stock Award shall become vested and Section 2(b) hereof. (a) nonforfeitable on the third anniversary of the Date of Grant if the Participant continues to serve as a member of the Board from the Date of Grant until such date. (b) Change in Control. The Participant's interest in all of the shares of Class A Common Stock covered by the 2016 Stock Award (if not sooner vested) vested), shall become vested and nonforfeitable on the date of a Control Change in Control Date if the Participant continues to serve as a Director on member of the Board from the Date of Grant until such date. (b) (c) Death or Disability. The Participant's interest in all of the shares of Class A Common Stock covered by the 2016 Stock Award (if not sooner vested) vested), shall become vested and nonforfeitable on the date that the Participant's service as a Director member of the Board ends if (i) such service ends on account of the Participant's death or because permanent and total disability (as defined in Section 22(e)(3) of the Participant's Disability Code) and (ii) the Participant continues to serve as a Director on member of the Board from the Date of Grant until the date such cessation of service ends on account as a member of the Participant's death or Disability. Board. Except as provided in this Section 2, any shares of Class A Common Stock covered by the 2016 Stock Award that are not vested and nonforfeitable on or before the date that the Participant's service as a Director member of the Board ends shall be forfeited on the date that such service terminates. View More
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Vesting. (a) The Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals as of the end of the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively the "Employer") through December 31, 2016 (the "Vesting Date"). (b) At the end of the Performance Period, the Management Development and Compensation Committee (the "Committee") will determine whether and to what extent the Per...formance Goals have been met and the amount earned with respect to the Performance Units. The Grantee can earn up to 175% of the Target Award based on attainment of the Performance Goals, as set forth in the Grant Letter. (c) Except as described below, no Performance Units shall vest prior to the Vesting Date, and if the Performance Goals are not attained at the end of the Performance Period, the Performance Units shall be immediately forfeited and shall cease to be outstanding. View More
Vesting. (a) The Except as otherwise set forth in these Grant Conditions, the Grantee shall earn and vest in a number of Performance Units based on the attainment of the Performance Goals as of the end of the Performance Period, provided that the Grantee continues to be employed by the Company or its subsidiaries or affiliates (collectively Employer through the "Employer") through December 31, 2016 Vesting Date stated on the Performance-Based Share Unit Grant (the "Vesting Date"). The "Performance Period..." is the performance period beginning and ending on the applicable dates stated on the Performance-Based Share Unit Grant. The "Vesting Period" is the period beginning on the Grant Date and ending on the Vesting Date. (b) At Except as otherwise set forth in these Grant Conditions, at the end of the Performance Period, the Management Development and Compensation Committee (the "Committee") will determine whether and to what extent the Performance Goals have been met and the amount earned with respect to the Performance Units. The DB1/ 73877079.3 Grantee can earn up to 175% two hundred percent (200%) of the Target Award based on the attainment of the Performance Goals, as set forth in the Grant Letter. Goals. (c) Except as described in Section 3 below, the Grantee must continue to be employed by the Employer throughout the Vesting Period in order for the Grantee to vest and receive payment with respect to the earned Performance Units. (d) Except as specifically provided below, no Performance Units shall vest prior to the Vesting Date, and if the Performance Goals are not attained at the end of the Performance Period, the Performance Units shall be immediately forfeited and shall cease to be outstanding. View More
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Vesting. (a) The "Restricted Period" for each installment of Covered Shares set forth in the table immediately below (each, an "Installment") shall begin on the Grant Date and end as described in the table immediately below; provided that the Grantee's Termination of Service has not occurred prior thereto: INSTALLMENT RESTRICTED PERIOD SHALL END ON: % of Covered Shares Date/Event/Other Condition (b) Upon the consummation of a Change of Control prior to the Grantee's Termination of Service, the Restricted... Period for all the Covered Shares shall cease and such Covered Shares shall become fully vested as of the effective date of the Change of Control. (c) Notwithstanding the foregoing provisions of this Section 2, the Restricted Period for all the Covered Shares shall cease immediately and such Covered Shares shall become fully vested immediately upon the Grantee's Termination of Service due to the Grantee's Disability or the Grantee's death. (d) Except as set forth in Section 2(c) above, if the Grantee's Termination of Service occurs prior to the expiration of one or more Restricted Periods, the Grantee shall forfeit all right, title and interest in and to any Installment(s) still subject to a Restricted Period as of such Termination of Service. View More
Vesting. (a) The "Restricted Period" for each installment of Covered Shares set forth in the table immediately below (each, an "Installment") shall begin on the Grant Date and end as described in the table immediately below; provided that the Grantee's Termination of Service has not occurred prior thereto: below: INSTALLMENT RESTRICTED PERIOD SHALL END ON: % of Covered Shares Date/Event/Other Condition (b) Upon the consummation of a Change of in Control Event (as defined in the Employment Agreement) prio...r to the Grantee's Termination of Service, the Restricted Period for all the Covered Shares shall cease and such Covered Shares shall become fully vested as of the effective date of the Change of Control. in Control Event. (c) Notwithstanding the foregoing provisions of this Section 2, the Restricted Period for all the Covered Shares shall cease immediately and such Covered Shares shall become fully vested immediately upon the Grantee's Termination of Service due to the Grantee's Disability (as defined in the Employment Agreement) or the Grantee's death. (d) Except as set forth in Section 2(c) above, if If, before the expiration of one (1) or more Restricted Periods, the Grantee's Termination of Service occurs for any reason, other than due to termination by the Company for Cause (as defined in the Employment Agreement) (which shall be covered by Section 2(e) below) or due to the Grantee's Disability or death (which shall be covered by Section 2(c) above), then the Grantee shall continue to vest in Covered Shares in accordance with the schedule set forth in Section 2(a) above, subject to the Grantee's compliance in all material respects with Sections 9(b), (c) and (d) of the Employment Agreement, provided that solely for purposes of applying this Section 2(d), the "restrictive period" under the Employment Agreement shall be extended by one (1) additional year to a period of two (2) years. (e) If prior to the expiration of one (1) or more Restricted Periods, (i) the Grantee's Termination of Service occurs due to termination by the Company for Cause, or (ii) after the Grantee's Termination of Service occurs for any reason the Grantee violates the restrictive covenants of Section 9(b), (c) or (d) of the Employment Agreement, then the Grantee shall forfeit all right, title and interest in and to any Installment(s) still subject to a Restricted Period as of such Termination of Service. Service or violation. View More
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Vesting. Subject to these Terms and Conditions and the provisions of the Plan, vesting of the PBRSUs will be subject to and in accordance with the schedule set forth in the Notice of Grant with which these Terms and Conditions are enclosed.
Vesting. Subject to these Terms and Conditions and the provisions of the Plan, vesting of the PBRSUs RSUs will be subject to and vest in accordance with the schedule set forth in the Notice of Grant with which these Terms and Conditions are enclosed. Grant.
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