Special Vesting. In the event of the Employee’s death or 409A Disability prior to the Vesting Date, the target number of PSUs will become vested on the date of such death or 409A Disability. In the event of the Employee’s Non-409A Disability or Termination of Employment with the Company and all of its Subsidiaries due to Normal Retirement, in either case prior to the Vesting Date, the service condition to PSU vesting set forth in Section 3(a) will be deemed satisfied, and the number of PSUs that become vested on the Vesting Date will be determined based on actual performance as set forth in Section 3(b). In addition, in the event of a “Change in Control” within the meaning of the Plan, the PSUs will become vested and payable in the circumstances and in the manner specified in section 6(a) of the Plan and Section 11 below.
Special Vesting. This option grant (or the portion designated below in Section 3(c)) shall vest and become exercisable under the circumstances and subject to the terms and conditions specified in this Section 3 (subject to the provisions of Section 5): (a) Notwithstanding anything in Sections 2 or 4 to the contrary, the performance-based vesting provisions of subsections (a), (b) and (c) of Section 2 shall operate to vest this option grant to the extent that it remains outstanding when the Optionee retires (as defined in Section 3(b)(i)), dies or becomes disabled (as defined in Section 3(b)(iii)) prior to its Vesting Date even if such vesting occurs after the termination of the Optionee's employment with the Corporation and its Subsidiaries. (b) Notwithstanding anything in Sections 2 or 4 to the contrary, if this option grant is not vested pursuant to the performance- based vesting standards of subsections (a), (b) and (c) of Section 2 or another provision of this Agreement, it will vest in the circumstances and on the date specified in paragraphs (i) through (iii) below to the extent permitted by the schedule set forth in Section 3(c): (i) If the Optionee terminates employment with the Corporation and its Subsidiaries after attaining age 65 or age 55 and 10 years of service for vesting purposes under the Georgia-Pacific Corporation Savings and Capital Growth Plan (other than a termination for Cause), on the later of his/her retirement date or the 5th anniversary of the Grant Date; (ii) If the Optionee dies, on the later of his/her date of death or the 5th anniversary of the Grant Date; or (iii) If the Optionee becomes totally disabled as defined under the Georgia-Pacific Corporation Salaried Long-Term Disability Plan (whether or not the Optionee actually participates in that plan), as determined by the Plan Administrator in its sole discretion, on the later of his/her date of termination of employment with the Corporation and its Subsidiaries because of such disability or the 5th anniversary of the Grant Date. (c) If the Optionee becomes entitled to special vesting in accordance with Section 3(b) above, this option grant, if then still outstanding, will vest as of the applicable date specified in Section 3(b) to the extent indicated in paragraphs (i) through (iii) below: (i) If the special vesting event described in Section 3(b)(i) through (iii) occurs prior to the 5th anniversary of the Grant Date of this option grant (which has not otherwise vested), 50% of this option ...
Special Vesting. You may be subject to the Special Vesting Dates described below if your employment or service with the Company or an Affiliate terminates.
Special Vesting. If the Plan becomes Top Heavy after the Effective Date, vesting for all Employees shall thereafter be accelerated to the extent the following vesting schedule produces a greater vested percentage for the Employee than the normal vesting schedule at any relevant time: Years of Vesting Service Vested Percentage Less than 3 3 or more 0% 100%
Special Vesting. The Employment Agreement.
Special Vesting. Provided that the contingency described on Exhibit A is satisfied, notwithstanding anything to the contrary in this Section 2, if the Participant dies, terminates employment with the Company and its subsidiaries as a result of Disability or Retires prior to the Final Vesting Date, then any RSUs that have not previously become nonforfeitable will become nonforfeitable as of the date of such death, termination of employment due to Disability
Special Vesting. Under the following circumstances, the Performance Units Achieved (subject to the performance criteria as described in Section 3 and Exhibit A) described in this Award Agreement may vest earlier than the Normal Vesting Date:
Special Vesting. In the event that the Participant’s employment with the Company and its Affiliates terminates due to death, Disability, Retirement, or Involuntary Termination, 50% of all unvested Restricted Stock Units awarded under this Award Agreement will immediately vest on the date of such termination and the remainder of the unvested Restricted Stock Units will be forfeited for no consideration on the date of such termination and the Participant will have no further rights with respect to them. In the event any unvested Restricted Stock Units are not assumed or substituted by the acquiring company (or its parent) in connection with a Change in Control, such unvested Restricted Stock Units will vest effective as of the closing of such Change in Control. In the event that the Participant’s employment with the Company and its Affiliates terminates for any reason other than death, Disability, Retirement, or Involuntary Termination, all unvested Restricted Stock Units will be forfeited for no consideration on the date of such termination and the Participant will have no further rights with respect to them. For purposes of this Section 4:
Special Vesting. Under the following circumstances, your RSUs described in this Award Agreement may vest earlier than the Normal Vesting Date:
Special Vesting. In the event a significant partnering agreement, or merger, or key third party contract, or key financing is achieved by Holder as determined by the Board of Directors then the last four quarters in this section (b) (ii) will also vest. If there is a Change In Control as defined in the Change In Control Agreement then all remaining unvested shares will eacclerate and become fully edvesting on the Change In Control event.
