Vesting Sample Clauses
A vesting clause establishes the schedule and conditions under which an individual earns rights to certain assets or benefits, typically equity or stock options, over time. For example, an employee may receive shares that become fully owned only after remaining with the company for a specified period, often with incremental ownership granted at regular intervals. This clause incentivizes long-term commitment and helps protect the company by preventing immediate full ownership by new employees or partners.
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Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vot...
Vesting. Except as otherwise provided herein, the restrictions described in Section 3 above will lapse with respect to 100% of the Restricted Shares when the Transaction Fee (as defined in that certain letter agreement by and between Credit Suisse Securities (USA) LLC and the Company, dated as of May 28, 2019, as it may be amended from time to time) becomes due and payable (the “Vesting Time”); provided, that, (i) the Grantee signs and agrees to be bound by a general release of claims against the Employer and its affiliates in such form as the Board reasonably determines (the “Release”)(save that any such Release shall not limit, release or waive the Grantee’s right to indemnification as provided for by the Employment Agreement or otherwise by law or contract and shall not impose additional restrictive covenants of the type provided for in the Employment Agreement) within the time period referenced in Section 4(c)(iii) below (such Release, the “Transaction Release”), (ii) the Grantee remains in continuous Employment (as defined in that certain employment agreement by and among the Company, Greenlight Reinsurance, Ltd., and the Grantee, dated June 1, 2017 (as it may be amended from time to time, the “Employment Agreement”)) in good standing until immediately prior to the Vesting Time (and has not given notice of termination for any reason or received notice of termination by the Employer (as defined in the Employment Agreement) for Cause or due to Disability), and (iii) the Grantee remains in compliance with any and all confidentiality, non-competition, non-solicitation, non-disparagement, and assignment of inventions provisions by which the Grantee may be bound howsoever arising, including, but not limited to, those set forth in Sections 12, 13, and 14 of the Employment Agreement, until immediately prior to the Vesting Time. For the avoidance of doubt, if the requirements set forth in clauses (i) – (iii) above have not been met, then the restrictions described in Section 3 above will not lapse as provided for above.
Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP.
(b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule:
(c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, includ...
Vesting. (a) Subject to the Participant’s continued Employment with the Company, the Option shall vest and become exercisable with respect to 25% of the Shares initially covered by the Option on the first anniversary of the Date of Grant, and thereafter with respect to 1.562% of the Shares initially covered by the Option on the last day of each subsequent month. At any time, the portion of the Option which has become vested and exercisable as described above (or pursuant to Section 2(b) or 2(c) below) is hereinafter referred to as the “Vested Portion.”
(i) If the Participant’s Employment with the Company is terminated due to death or Disability, (x) the Option shall, to the extent not then vested and exercisable become vested and exercisable with respect to 50% of the then unvested and unexercisable Shares, (y) the remaining Shares that are not then vested and exercisable shall be canceled by the Company without consideration, and (z) the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a).
(ii) If the Participant’s Employment with the Company is terminated for any reason other than death or Disability, the Option shall, to the extent not then vested and exercisable, be canceled by the Company without consideration and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a).
(c) Notwithstanding any other provisions of this Agreement to the contrary:
(i) in the event of a Change in Control, (x) the Option shall, to the extent not then vested and exercisable and not previously canceled, become vested and exercisable with respect to 50% of the then unvested and unexercisable Shares as of immediately prior to the Change in Control as contemplated by Section 9(b) of the Plan, and (y) the Option shall, to the extent not then vested and exercisable and not previously canceled, become fully vested and exercisable upon a termination of the Participant’s Employment with the Company without Cause or with Good Reason during the 12-month period following such Change of Control; and
(ii) in the event of an Exit Event, the Option shall, to the extent not then vested and exercisable and not previously canceled, become fully vested and exercisable as of immediately prior to the Exit Event as contemplated by Section 9(b) of the Plan. The Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a).
Vesting. The Units shall vest quarterly over a two year period from the Grant Date in equal increments with the first vesting date being three months from the Grant Date, subject to the Recipient continuing to perform services for the Company on each applicable vesting date. Vested Units shall be paid out in the form of shares of the Company’s common stock (“Common Stock”) with delivery of the Common Stock to take place on the second anniversary of the Grant Date (the “Delivery Date”). The Company will issue to the Recipient, in settlement of the Units and subject to the provisions of Section 7 below, the number of whole shares of Common Stock that equals the number of whole Units that become vested (less any shares of Common Stock withheld to satisfy applicable tax withholding requirements), and the vested Units will cease to be outstanding upon your receipt of such shares of Common Stock. No fractional shares will be issued in settlement of Units. The Units shall fully vest upon a Change of Control (which means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5), as may be amended from time to time). Provided, however, any proposed merger with Tiger Media, Inc. shall not be deemed to be a Change of Control as long as Tiger Media, Inc. assumes the Units and the obligations under this Agreement. Termination of this Agreement and/or the Recipient continuing to no longer perform services for the Company shall not affect the Company’s obligation to deliver vested Units to the Recipient in the form of Common Stock. Common Stock deliverable as part of the vested Units shall be delivered to the Recipient upon the earlier of: (i) the Delivery Date; (ii) the Recipient ceases to perform services for the Company, provided such cessation of services constitutes a “separation from service” within the meaning of Section 409A of Internal Revenue Code of 1986, as amended the (the “Code”); or (iii) a Change of Control of the Company.
Vesting. (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates.
(b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of Units that are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the number of Units that may be eligible to vest to a number that is greater than the number of Units determined in accordance with the foregoing sentence, but it retains the sole discretion to reduce the number of Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). For Units that are not intended to constitute Qualified Performance-B...
Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto.
(b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.
(c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited.
(d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.
Vesting. The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.
Vesting. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will cease upon the termination of your Continuous Service.
Vesting. The shares of Common Stock subject to the Option shall vest in seven equal quarterly installments of 531,828 shares on each of August 1, 1998; November 1, 1998; February 1, 1999; May 1, 1999; August 1, 1999; November 1, 1999; and February 1, 2000; and an installment of 531,831 shares on May 1, 2000; subject to the following:
(a) the Option shall immediately vest in full as to all shares of Common Stock subject hereto (i) upon the occurrence of a "Change of Control (as defined below); or (ii) Optionee resigns employment with the Company pursuant to Subsection 8(D)(1) (Employee resigns for "Good Reason") of the Employment Agreement; or (iii) Optionee's employment is terminated by the Company pursuant to Subsection 8(E) (Company terminates without "Cause") of the Employment Agreement; and
(b) the Option shall cease to vest (i) the day following the first vesting date following the applicable "Date of Termination" (as defined in Subsection 8(I) of the Employment Agreement) if Optionee's employment with the Company terminates pursuant to Subsection 8(A)(Employee's death), Subsection 8(B)(Company terminates because of Employee's incapacity), Subsection 8(D)(2)(Employee terminates because of poor health), or Subsection 8(G)(Company terminates for "Non-Performance") of the Employment Agreement and (ii) immediately on the "Date of Termination" if Optionee's employment with the Company terminates pursuant to Subsection 8(C)(Company terminates with "Cause") or Subsection 8(F)(Employee terminates upon notice) of the Employment Agreement; provided, however, that if Employee's employment terminates pursuant to Subsection 8(G)(Company terminates for "Non-Performance") and at the Date of Termination applicable thereto, a tender offer has been made with respect to the Company's Common Stock or the Company has received a proposal soliciting a Sale of the Company or of any Material Subsidiary and such offer or proposal results in the occurrence of a Change of Control, then the Option shall immediately vest in full as to all shares of Common Stock subject hereto effective as of the date of the occurrence of the Change of Control.