Common use of Lapse of Forfeiture Restrictions Clause in Contracts

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to thirty-three and one-third percent (33 1/3%) of the RSUs on each of the first three anniversaries of the date of this Agreement provided that Employee has been continuously employed by the Company from the date of this Agreement through the lapse date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the RSUs on the earlier of (i) the occurrence of a Change in Control (as defined in the Employment Agreement), or (ii) the date Employee’s employment with the Company is terminated by reason of death, Disability or in the event of the Employee’s termination by the Company without Cause or resignation by Employee for Good Reason. Lapse of Forfeiture Restrictions under (i) or (ii) of this Section 3(b) shall be allowed only to the extent that the applicable Change in Control or termination events are at least as restrictive as the definitions set forth in Section 409A of the Code and the Treasury Regulations relating thereto. In the event Employee’s employment by the Company and any Subsidiary or Parent Corporation is terminated for Cause or Employee resigns without Good Reason, no further vesting shall occur and all RSUs then held by Employee that have not vested as of such termination or resignation will be terminated and forfeited to the Company for no consideration. In the event Employee’s employment is terminated by reason of resignation for Good Reason, the Committee which administers this Agreement or its delegate, as appropriate, may, in the Committee’s or such delegate’s sole discretion, approve the lapse of Forfeiture Restrictions as to any or all RSUs still subject to such Restrictions, such lapse to be effective on the date of such approval or Employee’s termination date, if later.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to thirty-three and one-third percent (33 1/3%) of Provided that the RSUs on each of the first three anniversaries of the date of this Agreement provided that Employee has been continuously employed by the Company from the date Date of this Agreement Grant through the lapse date. Notwithstanding date described in this sentence, the foregoing, Forfeiture Restrictions shall lapse and cease to apply with respect to one-third of the Phantom Stock Units on each of the first three anniversaries of the Date of Grant; provided that the Forfeiture Restrictions shall lapse as to all of the RSUs Phantom Stock Units then subject to Forfeiture Restrictions on the earlier of (i) the occurrence of date upon which a Corporate Change occurs if the successor entity does not assume, convert or replace the Phantom Stock Units governed by this Agreement with an equity or equity-based award that is substantially the same in Control (as defined in the Employment Agreement)all material economic respects, or (ii) the date upon which the Employee’s employment with the Company is terminated by reason of death, Disability Disability, or in Involuntary Termination, or (iii) at the event of Committee’s discretion, the Employee’s termination date determined by the Company without Cause or resignation by Employee for Good ReasonCommittee. Lapse of Any Phantom Stock Units with respect to which the Forfeiture Restrictions under (i) or (ii) of this Section 3(b) do not lapse in accordance with the preceding sentence shall be allowed only to the extent that the applicable Change in Control or termination events are at least as restrictive as the definitions set forth in Section 409A of the Code and the Treasury Regulations relating thereto. In the event Employee’s employment by the Company and any Subsidiary or Parent Corporation is terminated for Cause or Employee resigns without Good Reason, no further vesting shall occur and all RSUs then held by Employee that have not vested as of such termination or resignation will be terminated and forfeited to the Company for no consideration. In consideration as of the event date of the termination of the Employee’s employment is terminated by reason with the Company. For the avoidance of resignation for Good Reasondoubt, if, in connection with a Corporate Change, the Committee which administers successor entity assumes, converts or replaces this Agreement with an agreement that is substantially the same in all material economic respects, any Forfeiture Restrictions continuing after such Corporate Change with respect to such assumed, converted, or its delegate, as appropriate, may, in replaced award shall lapse on the Committee’s or such delegate’s sole discretion, approve earliest to occur of (a) the lapse of Forfeiture Restrictions as to any dates set forth above or all RSUs still subject to such Restrictions, such lapse to be effective on (b) the date of such approval or the Employee’s termination date, if laterInvoluntary Termination following such Corporate Change.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as and cease to thirty-three and apply with respect to one-third percent (33 1/3%) of the RSUs shares of Restricted Stock on each of the first three anniversaries of the date Date of this Agreement Grant; provided that Employee has been continuously employed by the Company from the date of this Agreement through the lapse date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all shares of the RSUs Restricted Stock then subject to Forfeiture Restrictions on the earlier of (i) the occurrence of date upon which a Corporate Change occurs if the successor entity does not assume, convert or replace the Restricted Stock governed by this Agreement with an equity or equity-based award that is substantially the same in Control (as defined in the Employment Agreement)all material economic respects, or (ii) the date upon which the Employee’s employment with the Company is terminated by reason of death, Disability Disability, or in Involuntary Termination, or (iii) at the event of Committee’s discretion, the Employee’s termination date determined by the Company without Cause or resignation by Employee for Good ReasonCommittee. Lapse Any shares of Restricted Stock with respect to which the Forfeiture Restrictions under (i) or (ii) of this Section 3(b) do not lapse in accordance with the preceding sentence shall be allowed only to the extent that the applicable Change in Control or termination events are at least as restrictive as the definitions set forth in Section 409A of the Code and the Treasury Regulations relating thereto. In the event Employee’s employment by the Company and any Subsidiary or Parent Corporation is terminated for Cause or Employee resigns without Good Reason, no further vesting shall occur and all RSUs then held by Employee that have not vested as of such termination or resignation will be terminated and forfeited to the Company for no consideration. In consideration as of the event date of the termination of the Employee’s employment is terminated by reason with the Company. For the avoidance of resignation for Good Reasondoubt, if, in connection with a Corporate Change, the Committee which administers successor entity assumes, converts or replaces this Agreement with an agreement that is substantially the same in all material economic respects, any Forfeiture Restrictions continuing after such Corporate Change with respect to such assumed, converted, or its delegate, as appropriate, may, in replaced award shall lapse on the Committee’s or such delegate’s sole discretion, approve earliest to occur of (a) the lapse of Forfeiture Restrictions as to any dates set forth above or all RSUs still subject to such Restrictions, such lapse to be effective on (b) the date of such approval or the Employee’s termination date, if laterInvoluntary Termination following such Corporate Change.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to thirty-three and one-third percent (33 1/3%) of Provided that the RSUs on each of the first three anniversaries of the date of this Agreement provided that Employee has been continuously employed by the Company from the date Date of this Agreement Grant through the lapse date. Notwithstanding the foregoingdate described in this sentence, the Forfeiture Restrictions shall lapse as with respect to all 100% of the RSUs Phantom Stock Units on the earlier of (i) the occurrence third anniversary of a Change in Control (as defined in the Employment Agreement)Date of Grant, or (ii) the date upon which a Corporate Change occurs if the successor entity does not assume, convert or replace the Phantom Stock Units governed by this Agreement with an equity or equity-based award that is substantially the same in all material economic respects, (iii) the date upon which the Employee’s employment with the Company is terminated by reason of death, Disability Disability, or in Involuntary Termination, or (iv) at the event of Committee’s discretion, the Employee’s termination date determined by the Company without Cause or resignation by Employee for Good ReasonCommittee. Lapse of Any Phantom Stock Units with respect to which the Forfeiture Restrictions under (i) or (ii) of this Section 3(b) do not lapse in accordance with the preceding sentence shall be allowed only to the extent that the applicable Change in Control or termination events are at least as restrictive as the definitions set forth in Section 409A of the Code and the Treasury Regulations relating thereto. In the event Employee’s employment by the Company and any Subsidiary or Parent Corporation is terminated for Cause or Employee resigns without Good Reason, no further vesting shall occur and all RSUs then held by Employee that have not vested as of such termination or resignation will be terminated and forfeited to the Company for no consideration. In consideration as of the event date of the termination of the Employee’s employment is terminated by reason with the Company. For the avoidance of resignation for Good Reasondoubt, if, in connection with a Corporate Change, the Committee which administers successor entity assumes, converts or replaces this Agreement with an agreement that is substantially the same in all material economic respects, any Forfeiture Restrictions continuing after such Corporate Change with respect to such assumed, converted, or its delegate, as appropriate, may, in replaced award shall lapse on the Committee’s or such delegate’s sole discretion, approve earliest to occur of (a) the lapse of Forfeiture Restrictions as to any dates set forth above or all RSUs still subject to such Restrictions, such lapse to be effective on (b) the date of such approval or the Employee’s termination date, if laterInvoluntary Termination following such Corporate Change.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to thirty-three and one-third percent (33 1/3%) of Provided that the RSUs on each of the first three anniversaries of the date of this Agreement provided that Employee has been continuously employed by the Company or any of its Affiliates (collectively, the “Company Group”) from the date Date of this Agreement Grant through the lapse date. Notwithstanding date set forth in the foregoingfollowing schedule, the Forfeiture Restrictions shall lapse as and the RSUs shall otherwise become vested with respect to all a percentage of the RSUs determined in accordance with the following schedule: Vesting Date Additional Percentage of Total Number of RSUs Vesting on Vesting Date First Anniversary of Date of Grant 25% Second Anniversary of Date of Grant 25% Third Anniversary of Date of Grant 25% Fourth Anniversary of Date of Grant 25% Notwithstanding the foregoing, if a Change in Control occurs and the Employee has remained continuously employed by a member of the Group Company from the Date of Grant to the date upon which such Change in Control occurs, then the Forfeiture Restrictions shall lapse with respect to 100% of the RSUs on the earlier of (i) the occurrence of a date upon which such Change in Control occurs and the shares of Common Stock in respect of the vested RSUs shall be issued to the Employee thirty (30) days after the effective date of the Change in Control. Except as defined otherwise provided in Section 3, any RSUs with respect to which the Employment Agreement), or (ii) the date Employee’s employment Forfeiture Restrictions do not lapse in accordance with the Company is terminated by reason of death, Disability or in the event of the Employee’s termination by the Company without Cause or resignation by Employee for Good Reason. Lapse of Forfeiture Restrictions under (i) or (ii) preceding provisions of this Section 3(b2(b) shall be allowed only to the extent that the applicable Change in Control or termination events are at least as restrictive as the definitions set forth in Section 409A of the Code and the Treasury Regulations relating thereto. In the event Employee’s employment by the Company and any Subsidiary or Parent Corporation is terminated for Cause or Employee resigns without Good Reason, no further vesting shall occur and all RSUs then held by Employee that have not vested as of such termination or resignation will be terminated and forfeited to the Company for no consideration. In consideration as of the event date of the termination of the Employee’s employment is terminated by reason of resignation for Good Reason, with the Committee which administers this Agreement or its delegate, as appropriate, may, in the Committee’s or such delegate’s sole discretion, approve the lapse of Forfeiture Restrictions as to any or all RSUs still subject to such Restrictions, such lapse to be effective on the date of such approval or Employee’s termination date, if laterCompany.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to thirty-three and one-third percent (33 1/3%) of the RSUs on each of Restricted Stock in accordance with the first three anniversaries of the date of this Agreement following schedule provided that the Employee has been continuously employed by the Company from the date of this Agreement through the lapse date. : Percentage of Total Number of Shares of Restricted Stock as to Lapse Date Which Forfeiture Restrictions Lapse Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the RSUs Restricted Stock then subject to the Forfeiture Restrictions on the earlier of (i) the occurrence date of a Corporate Change if the successor entity does not assume, convert or replace the Restricted Stock governed by this Agreement with an equity or equity-based award that is substantially the same in Control (as defined in the Employment Agreement)all material economic respects, or (ii) the date the Employee’s employment with the Company is terminated by reason of death, Disability or in the event of the Employee’s termination by the Company without Cause or resignation by Employee for Good Reason. Lapse of Forfeiture Restrictions under (i) Involuntary Termination, or (iiiii) of this Section 3(b) shall be allowed only to the extent that the applicable Change in Control or termination events are at least as restrictive as the definitions set forth in Section 409A of the Code and the Treasury Regulations relating thereto. In the event Employee’s employment by the Company and any Subsidiary or Parent Corporation is terminated for Cause or Employee resigns without Good Reason, no further vesting shall occur and all RSUs then held by Employee that have not vested as of such termination or resignation will be terminated and forfeited to the Company for no consideration. In the event Employee’s employment is terminated by reason of resignation for Good Reason, the Committee which administers this Agreement or its delegate, as appropriate, may, in the Committee’s or such delegate’s sole discretion, approve as of the lapse date determined by the Committee. For the avoidance of doubt, if, in connection with a Corporate Change, the successor entity assumes, converts or replaces this Agreement with an agreement that is the same in all material respects, any Forfeiture Restrictions as to any or all RSUs still subject continuing after such Corporate Change with respect to such Restrictionsassumed, such converted or replaced award shall lapse to be effective on the date of such approval or Employee’s termination date, if laterInvoluntary Termination following such a Corporate Change.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to thirty-three and one-third percent (33 1/3%) of Provided that the RSUs on each of the first three anniversaries of the date of this Agreement provided that Employee has been continuously employed by the Company from the date Date of this Agreement Grant through the lapse date. Notwithstanding date set forth in the foregoingfollowing schedule, the Forfeiture Restrictions shall lapse with respect to a percentage of the Restricted Shares determined in accordance with the following schedule: Lapse Date Percentage of Total Number of Restricted Shares as to all of Which Forfeiture Restrictions Lapse January 02, 2019 100% Notwithstanding the RSUs on the earlier of foregoing, (i) if the occurrence of a Change in Control (as defined in the Employment Agreement), or (ii) the date Employee’s employment with the Company is terminated by reason of deathdeath or Disability, Disability or in then the event Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as of the date of such termination, and (ii) subject to the provisions of Section 5.5 (relating to parachute payments) and Section 5.6 (relating to a release agreement) of the Employment Agreement, if the Employee’s termination by employment with the Company without Cause or resignation by Employee for Good Reason. Lapse shall be subject to an Involuntary Termination within the two-year period beginning on the date upon which a Change of Control occurs, then the Forfeiture Restrictions under (i) or (ii) shall lapse with respect to 100% of the Restricted Shares effective as of the date of such Involuntary Termination. Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 3(b) shall be allowed only to the extent that the applicable Change in Control or termination events are at least as restrictive as the definitions set forth in Section 409A of the Code and the Treasury Regulations relating thereto. In the event Employee’s employment by the Company and any Subsidiary or Parent Corporation is terminated for Cause or Employee resigns without Good Reason, no further vesting shall occur and all RSUs then held by Employee that have not vested as of such termination or resignation will be terminated and forfeited to the Company for no consideration. In consideration as of the event date of the termination of the Employee’s employment is terminated by reason of resignation for Good Reason, with the Committee which administers this Agreement or its delegate, as appropriate, may, in the Committee’s or such delegate’s sole discretion, approve the lapse of Forfeiture Restrictions as to any or all RSUs still subject to such Restrictions, such lapse to be effective on the date of such approval or Employee’s termination date, if laterCompany.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to thirty-three and one-third percent (33 1/3%) of the RSUs on each of Restricted Stock in accordance with the first three anniversaries of the date of this Agreement following schedule provided that the Employee has been continuously employed by the Company from the date of this Agreement through the lapse date. : Lapse Date Percentage of Total Number of Shares of Restricted Stock as to Which Forfeiture Restrictions Lapse September 12, 2015 100 % Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the RSUs Restricted Stock then subject to the Forfeiture Restrictions on the earlier of (i) the occurrence date of a Corporate Change if the successor entity does not assume, convert or replace the Restricted Stock governed by this Agreement with an equity or equity-based award that is substantially the same in Control (as defined in the Employment Agreement)all material economic respects, or (ii) the date the Employee’s employment with the Company is terminated by reason of death, Disability or in the event of the Employee’s termination by the Company without Cause or resignation by Employee for Good Reason. Lapse of Forfeiture Restrictions under (i) Involuntary Termination, or (iiiii) of this Section 3(b) shall be allowed only to the extent that the applicable Change in Control or termination events are at least as restrictive as the definitions set forth in Section 409A of the Code and the Treasury Regulations relating thereto. In the event Employee’s employment by the Company and any Subsidiary or Parent Corporation is terminated for Cause or Employee resigns without Good Reason, no further vesting shall occur and all RSUs then held by Employee that have not vested as of such termination or resignation will be terminated and forfeited to the Company for no consideration. In the event Employee’s employment is terminated by reason of resignation for Good Reason, the Committee which administers this Agreement or its delegate, as appropriate, may, in the Committee’s or such delegate’s sole discretion, approve as of the lapse date determined by the Committee. For the avoidance of doubt, if, in connection with a Corporate Change, the successor entity assumes, converts or replaces this Agreement with an agreement that is the same in all material respects, any Forfeiture Restrictions as to any or all RSUs still subject continuing after such Corporate Change with respect to such Restrictionsassumed, such converted or replaced award shall lapse to be effective on the date of such approval or Employee’s termination date, if laterInvoluntary Termination following such a Corporate Change.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to thirty-three and one-third percent (33 1/3%) of the RSUs on each of Restricted Stock in accordance with the first three anniversaries of the date of this Agreement following schedule provided that the Employee has been continuously employed by the Company from the date of this Agreement through the lapse date. : Lapse Date Percentage of Total Number of Shares of Restricted Stock as to Which Forfeiture Restrictions Lapse Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the RSUs Restricted Stock then subject to the Forfeiture Restrictions on the earlier of (i) the occurrence date of a Corporate Change if the successor entity does not assume, convert or replace the Restricted Stock governed by this Agreement with an equity or equity-based award that is substantially the same in Control (as defined in the Employment Agreement)all material economic respects, or (ii) the date the Employee’s employment with the Company is terminated by reason of death, Disability or in Involuntary Termination, or (iii) at the event Committee’s discretion, as of the Employee’s termination date determined by the Company without Cause Committee. For the avoidance of doubt, if, in connection with a Corporate Change, the successor entity assumes, converts or resignation by Employee for Good Reason. Lapse of replaces this Agreement with an agreement that is substantially the same in all material economic respects, any Forfeiture Restrictions under continuing after such Corporate Change with respect to such assumed, converted or replaced award shall lapse on the earliest to occur of (i) the lapse date set forth above or (ii) date of this Section 3(b) shall be allowed only to the extent that the applicable Change in Control or termination events are at least as restrictive as the definitions set forth in Section 409A of the Code and the Treasury Regulations relating thereto. In the event Employee’s employment by the Company and any Subsidiary or Parent Corporation is terminated for Cause or Employee resigns without Good Reason, no further vesting shall occur and all RSUs then held by Employee that have not vested as of Involuntary Termination following such termination or resignation will be terminated and forfeited to the Company for no consideration. In the event Employee’s employment is terminated by reason of resignation for Good Reason, the Committee which administers this Agreement or its delegate, as appropriate, may, in the Committee’s or such delegate’s sole discretion, approve the lapse of Forfeiture Restrictions as to any or all RSUs still subject to such Restrictions, such lapse to be effective on the date of such approval or Employee’s termination date, if latera Corporate Change.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to thirty-three and one-third percent (33 1/3%) of the RSUs on each of Restricted Stock in accordance with the first three anniversaries of the date of this Agreement following schedule provided that the Employee has been continuously employed by the Company from the date of this Agreement through the lapse date. : Percentage of Total Number of Shares of Restricted Stock as to Lapse Date Which Forfeiture Restrictions Lapse Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the RSUs Restricted Stock then subject to the Forfeiture Restrictions on the earlier of (i) the occurrence date of a Corporate Change if the successor entity does not assume, convert or replace the Restricted Stock governed by this Agreement with an equity or equity-based award that is substantially the same in Control (as defined in the Employment Agreement)all material economic respects, or (ii) the date the Employee’s employment with the Company is terminated by reason of death, Disability or in Involuntary Termination, or (iii) at the event Committee’s discretion, as of the Employee’s termination date determined by the Company without Cause Committee. For the avoidance of doubt, if, in connection with a Corporate Change, the successor entity assumes, converts or resignation by Employee for Good Reason. Lapse of replaces this Agreement with an agreement that is substantially the same in all material economic respects, any Forfeiture Restrictions under continuing after such Corporate Change with respect to such assumed, converted or replaced award shall lapse on the earliest to occur of (i) the lapse date set forth above or (ii) date of this Section 3(b) shall be allowed only to the extent that the applicable Change in Control or termination events are at least as restrictive as the definitions set forth in Section 409A of the Code and the Treasury Regulations relating thereto. In the event Employee’s employment by the Company and any Subsidiary or Parent Corporation is terminated for Cause or Employee resigns without Good Reason, no further vesting shall occur and all RSUs then held by Employee that have not vested as of Involuntary Termination following such termination or resignation will be terminated and forfeited to the Company for no consideration. In the event Employee’s employment is terminated by reason of resignation for Good Reason, the Committee which administers this Agreement or its delegate, as appropriate, may, in the Committee’s or such delegate’s sole discretion, approve the lapse of Forfeiture Restrictions as to any or all RSUs still subject to such Restrictions, such lapse to be effective on the date of such approval or Employee’s termination date, if latera Corporate Change.