FIFTH The Distributor shall act as an agent of the Company in connection with the sale and redemption of Shares. Except with respect to such sales and redemptions, the Distributor shall act as principal in all matters relating to the promotion of the sale of Shares and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor shall enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions to offer and sell the Shares to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer or financial institution shall act as a principal, and not as an agent, of the Company.
Anniversary Date A regular employee’s initial date of current employment with the Employer as a regular employee shall be her anniversary date for the purpose of determining benefits and for the purpose of determining increment anniversary date. (Reference Article 6.05 - Superior Benefits and Article 12.03 - Increments).
Exercise Period Vesting Unless expired as provided in Section 3 of this Agreement, this Option may be exercised from time to time after the Date of Grant set forth above to the extent the Option has vested in accordance with the vesting schedule set forth herein. The Shares issued upon exercise of the Option will be subject to the restrictions on transfer set forth in Section 10 below. Provided Participant continues to provide Continuous Service to the Company or any Affiliate, the Option will become vested and exercisable with respect to 33 1/3% of the Shares subject thereto on each of the first three anniversaries of the Date of Grant until the Option is 100% vested. A vested Option may not be exercised for less than a full share. If application of the vesting percentage causes a fractional Share to otherwise become exercisable, such Share shall be rounded down to the nearest whole Share for each year except for the last year in such vesting period, at the end of which vesting period this Option shall become exercisable for the full remainder of the unexercised Shares subject to the Option. Except as provided in the Plan, upon the occurrence of a Change in Control, the Option shall become 100% vested and exercisable.
Current Per Share Market Value For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii),
Anniversary Fee A fully earned, non-refundable anniversary fee of Ten Thousand Dollars $(10,000) (the “Anniversary Fee”) is earned as of the Effective Date and is due and payable on the earliest to occur of (i) the one (1) year anniversary of the Effective Date, (ii) the termination of this Agreement or the Revolving Line, or (iii) the occurrence of an Event of Default; and
Grant Date The grant date of the Restricted Stock Units (the “Grant Date”) is the date set forth on the Participant’s online award acceptance page at xxx.xxxxxx.xxx, which is incorporated by reference herein.
Vesting Date The Option shall become exercisable as follows: (i) one-third (1/3) of the underlying Common Stock shall become exercisable on each of the first three anniversaries of the Grant Date (each anniversary, a “vesting date”); or (ii) 100% of the underlying Common Stock shall become exercisable on the date the Participant’s employment is terminated due to Disability or death; provided, however, that the Participant is continuously employed by the Company or one of its affiliates at all times from the Grant Date until the applicable vesting date, for purposes of clause (i), or the Participant’s termination date, for purposes of clause (ii). Notwithstanding the foregoing, if within the one-year period following a Change in Control the Participant’s employment is terminated by the Company or its affiliates without Cause, all outstanding Options held by such Participant shall immediately vest and become exercisable as of the effective date of such termination of the Participant’s employment subject to the Participant’s execution of an effective general release and waiver of all claims against the Company, its affiliates and their respective officers and directors related to the Participant’s employment, in a form acceptable to the Company, at the Participant’s termination of employment.
Termination Date For purposes of this Agreement, “Termination Date” means (i) in the case of the Executive’s Death, the Executive’s date of Death; (ii) if the Executive’s employment is terminated for Disability, the date of the Executive’s Disability; (iii) if the Executive terminates his employment, on the effective date of termination specified in the Notice of Termination, or such earlier date specified by the Company in response to such Notice; (iv) if the Executive’s employment is terminated for Cause, immediately, and (v) if the Executive’s employment is terminated for any other reason, the date specified in the Notice of Termination, which will not be less than two weeks after the Notice of Termination.
Option Vesting Any shares covered by Company stock options, whether granted to you before, on or after the Effective Date) that are unvested and unexpired on the Termination Date, except for options that vest solely upon the achievement of a performance objective or objectives or options that have their vesting accelerate upon the achievement of a performance objective or objectives, will become fully vested and exercisable on the Termination Date if the shares otherwise would have vested (solely by virtue of your continued employment with the Company and not, directly or indirectly, due to a change of control of the Company) during the one-year period commencing on the Termination Date. Any other unvested options will be forfeited on the Termination Date.
TENTH (A) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Distributor, the Company on behalf of the Portfolios agrees to indemnify the Distributor against any and all claims, demands, liabilities and expenses which the Distributor may incur under the Securities Act of 1933, or common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in any registration statement or prospectus of the Portfolios, or any omission to state a material fact therein, the omission of which makes any statement contained therein misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished to the Company or Portfolio in connection therewith by or on behalf of the Distributor. The Distributor agrees to indemnify the Company and the Portfolios against any and all claims, demands, liabilities and expenses which the Company or the Portfolios may incur arising out of or based upon any act or deed of the Distributor or its sales representatives which has not been authorized by the Company or the Portfolios in its prospectus or in this Agreement.