Unvested Equity Awards. As of the Covered Termination Date, unless otherwise settled in accordance with the provisions of Section 4 of this Agreement and the plans and agreements referred to therein, a fully vested and non-forfeitable interest in any outstanding unvested equity awards, and to the extent applicable, payable within the 60th day after the Covered Termination Date; provided that no such award that is subject to Code Section 409A will be paid on a date earlier than is provided in the applicable equity award agreement; provided further that any performance shares shall be paid out at the target rate, prorated on the basis of the number of days of the Executive’s participation during the applicable performance period to which the performance shares related divided by the aggregate number of days in such performance period, taking into account service rendered through the payment date.
Unvested Equity Awards. All stock options, other equity-based awards and shares of the Company’s stock granted or awarded to Executive pursuant to any Company compensation or benefit plan or arrangement, but which are unvested, will vest immediately upon termination of Executive’s employment. The provisions of this Section 3(c) will supersede the terms of any such grant or award made to Executive under any such plan or arrangement to the extent there is an inconsistency between the two.
Unvested Equity Awards. As of the effective date of the Covered Termination, unless otherwise settled in accordance with the provisions of Section 4 of this Agreement and the plans and agreements referred to therein, a fully vested and non-forfeitable interest in any outstanding unvested equity awards granted on Company Shares (“Equity Awards”), to be vested and, in the case of restricted stock units, settled, in any such case within the 60th day after the effective date of the Covered Termination; provided that no such Equity Award that is subject to Code Section 409A will be paid on a date earlier than is provided in the applicable Equity Award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A; provided further that any performance-based Equity Awards shall be settled with respect to the number of Company Shares earned based on the target rate of performance applicable to such award. , In addition, any Equity Awards that are vested (including as a result of the foregoing provision) options to purchase Company Shares that Executive holds as of the date of his Covered Termination will remain exercisable through the expiration of the original term of such option.
Unvested Equity Awards. As of the Covered Termination, unless otherwise settled in accordance with the provisions of Section 3 of this Agreement and/or the plans and agreements referred to therein, a fully vested and non-forfeitable interest in any outstanding unvested equity awards granted on shares of common stock of the Company (“Company Shares”) on or prior to December 31, 2014 (the “Equity Awards”), to be vested and, in the case of restricted stock and restricted stock units, settled within the 60th day after the Covered Termination; provided that no such Equity Award that is subject to Code Section 409A will be paid on a date earlier than is provided in the applicable Equity Award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A; and provided further that, subject to any adjustment(s) which may be made to the Equity Awards as of the Spin Effective Date as a result of the Restructuring Transaction (including without limitation pursuant to the applicable plan or award agreement pursuant to which the Equity Awards were granted, and/or the Company’s employee matters agreement executed in connection with the Restructuring Transaction), (i) any performance-based Equity Awards shall be settled assuming a target rate of performance applicable to such award, but (ii) any performance-based Equity Awards which at the time of grant had been designated as “performance-based compensation” within the meaning of Code Section 162(m) will be settled only with respect to the number of Company Shares earned based on achievement of actual performance through the applicable performance period, which settlement will occur at the same time as if the Covered Termination had not occurred. For the avoidance of doubt, any Equity Awards that are vested (including as a result of the foregoing provision) options to purchase Company Shares that Executive holds as of the date of his Covered Termination will remain exercisable through the expiration of the original term of such option.
Unvested Equity Awards. For avoidance of doubt, and solely for purposes of clarity, as provided under the Shift Technologies, Inc. 2020 Omnibus Equity Compensation Plan (the “Plan”), Employee’s outstanding equity awards held by Employee under the Plan shall be forfeited and cancelled for no consideration as of the Separation Date.
Unvested Equity Awards. As of the Separation Date, all unvested equity and equity-based awards in respect of the Company’s common stock held by you will expire and automatically be forfeited.
Unvested Equity Awards. All stock options, other equity-based awards and shares of the Company’s stock granted or awarded to the Executive pursuant to any Company compensation or benefit plan or arrangement, but which are unvested, will vest in full immediately upon the Separation from Service. If such unvested awards are dependent upon achievement of performance goals, those goals will be deemed to be satisfied at the target level. The provisions of this Section 3(c) will supersede the terms of any such grant or award made to the Executive under any such plan or arrangement to the extent there is an inconsistency between the two.
Unvested Equity Awards. As of the Covered Termination, a fully vested and non-forfeitable interest in any outstanding unvested equity awards granted on Company Shares on or prior to December 31, 2014 (the “Equity Awards”) (excluding for the avoidance of doubt the Retention Incentive Grant), to be vested and in the case of restricted stock and restricted stock units settled within the 60th day after the Covered Termination; provided that no such Equity Award that is subject to Code Section 409A will be paid on a date earlier than is provided in the applicable Equity Award agreement to the extent necessary to avoid the imposition of tax penalties pursuant to Code Section 409A; and provided further that, subject to any adjustment(s) which may be made to the Equity Awards as of the Spin Effective Date as a result of the Restructuring Transaction (including without limitation pursuant to the applicable plan or award agreement pursuant to which the Equity Awards were granted, and/or the Company’s employee matters agreement executed in connection with the Restructuring Transaction), any performance-based Equity Awards shall be settled only with respect to the number of Company Shares earned based on achievement of actual performance through the applicable performance period, which settlement shall occur at the same time as if the Covered Termination had not occurred. For the avoidance of doubt, any Equity Award that is a vested stock option that Executive holds as of the date of the his Covered Termination (including for this purpose any such stock option which vests as a result of the preceding sentence) will remain exercisable through the expiration of the original term of such stock option.
Unvested Equity Awards. No outstanding Unvested Equity Awards shall be assumed by Parent.
Unvested Equity Awards. With respect to any amounts paid to a Company Securityholder pursuant to Section 2.7(c)(ii)(B) or the Continuing Employee Unvested Cash Plan or from the Company Option Commitment Pool pursuant to a Company Option Commitment Letter, from the Effective Time until the 24-month anniversary of the Closing Date, Parent shall be entitled to withhold from such amount an amount of cash equal to the Escrow Percentage of such amount (any such amounts, an “Unvested Escrow Amount”). Parent may withhold any Unvested Escrow Amount or, in its sole discretion deposit, or cause to be deposited, with the Escrow Agent any Unvested Escrow Amount. To the extent applicable, following the 24-month anniversary of the Closing Date, from any amounts paid to a Company Securityholder pursuant to Section 2.7(c)(ii)(B) , the Continuing Employee Unvested Cash Plan or from the Company Option Commitment Pool pursuant to a Company Option Commitment Letter, Parent shall be entitled to withhold all or any portion of such amount necessary to satisfy such Company Securityholder’s indemnification obligations with respect to any Outstanding Claim (as such term is defined in the Escrow Agreement), which amounts may, at Parent’s option, be deposited with the Escrow Agent. Any amounts deposited with the Escrow Agent pursuant to this Section 2.8(b)(ii) shall be held and distributed in accordance with the terms and conditions of the Escrow Agreement, and upon any such deposit with the Escrow Agent, Parent shall provide written notice thereof to the Representative, identifying the Company Securityholder to which such deposit relates and the corresponding deposit amount. The Escrow Agent shall hold any amounts deposited with the Escrow Agent pursuant to this Section 2.8(b)(ii) as partial security for the indemnification obligations of the Indemnifying Parties in accordance with the terms and conditions set forth herein. Any amounts (or any portion thereof) deposited with the Escrow Agent pursuant to this Section 2.8(b)(ii) shall be distributed at the times and upon the terms and conditions set forth in the Escrow Agreement. Notwithstanding anything to the contrary in this Agreement, Parent shall not be entitled to withhold more than the Unvested Escrow Adjustment in the aggregate from all such Company Securityholders pursuant to this Section 2.8(b)(ii).
