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 may otherwise be provided by Section 25:
(a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.
(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.
(c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited.
(d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this...
Vesting. Subject to the Grantee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as otherwise provided in this Section 3(a)), all RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) [on the first anniversary of the Grant Date]; provided, however, that:
(i) all RSUs shall immediately become Vested RSUs as of immediately prior to the occurrence of a Change in Control; and
(ii) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Grantee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Grantee’s death, serious illness or Disability, (1) the number of RSUs shall become Vested RSUs as of the date of such Termination of Relationship that is equal to the aggregate number of RSUs, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, all RSUs shall become Vested RSUs as of immediately prior to the occurrence of such Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 3(a), 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 shall become Vested RSUs thereafter (i.e., 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, all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.
Vesting. (a) Subject to the provisions of Sections 3(b) and 3(c) hereof, the RSUs subject to this Award shall become vested as follows, provided that the Participant has not incurred a Termination prior to each such vesting date: There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date.
Vesting. (i) With respect to the Gross Profits realized by the Company, this Warrant shall become exercisable as to One Million Warrant Shares for each One Million Dollars ($1,000,000) in Gross Profits allocated to HYUNDAI or portion thereof (One Dollar ($1.00) per Warrant Share) up to an aggregate total of, not to exceed, Fourteen Million Three Hundred (14,300,000) Warrant Shares. The aforementioned vesting rate of One Dollar ($1.00) per Warrant Share is hereinafter referred to as the "Vesting Rate."
(ii) This Warrant shall not become exercisable for additional Warrant Shares if such issuance, when added to the sum of: (i) the Six Million One Hundred Thousand (6,100,000) Escrow Shares, plus (ii) any Warrant Shares heretofore issued upon partial exercise of this Warrant, would exceed Thirty-Nine and Nine-Tenths Percent (39.9%) of the total number of outstanding shares of the Company's Common Stock.
(iii) In the event that additional Warrant Shares cannot be issued for the reason described in subparagraph (ii), above, HYUNDAI may elect: (A) to rescind its Exercise Agreement for such additional Warrant Shares that otherwise would cause it to exceed the Thirty-Nine and Nine-Tenths Percent (39.9%) maximum limit and receive all or any portion of its allocation of the corresponding Gross Profits in cash; or (B) to receive a credit ("Future Issuance Credit") for the future issuance of such Warrant Shares at a time when the Company increases its total outstanding Common Stock so as such issuance (either for all or a portion thereof) would not offend the Thirty-Nine and Nine-Tenths Percent (39.9%) maximum limit. Should HYUNDAI possess a Future Issuance Credit and the Company contemplates making an increase in its total outstanding number of Common Stock, but excluding any increase caused under a valid Company Stock Option Plan, the Company shall provide HYUNDAI with written notification of such increase and advise HYUNDAI of the opportunity for it to receive additional Warrant Shares. The Company shall not pay interest on any Future Issuance Credit, or portion thereof, during such time any Future Issuance Credit is carried on the Company's books.
Vesting. (a) The Award LTIP Units shall become vested as of the close of business on the Vesting Date if (i) the Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) between the Grant Date and the Vesting Date, and (ii) the performance criteria on Exhibit A have been satisfied. To the extent only a portion of the performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units.
(b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units.
(c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units.
(d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of certain termination of employment events including, without limitation, in the event of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, if the Award is not assumed, converted or replaced by the continuing entity, all Award LTIP Units which are not vested shall be deemed to have vested immediately prior to the such Change in Control based on the greater of (i) actual performance through the closing date, or (ii) the target (maximum) performance level.
Vesting. (a) If Employee remains continuously employed by the Company from the Grant Date through December 31, 2023, this Performance Award shall vest in Employee on such date at the levels set forth in the Notice based upon achievement of the Company performance objectives set forth in the Notice (“Performance Objectives”) during the period commencing on January 1, 2021 and ending December 31, 2023 (the “Performance Period”). As soon as administratively practicable after the end of the Performance Period (or such earlier date as set forth in Sections 2(b), (c), (d) or (e)), the Compensation Committee of the Board (“Committee”) shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that are vested in Employee as a result of such achievement.
(b) If on or after the eighteen-month anniversary of the Grant Date and prior to the end of the Performance Period (i) a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the definition of “Change of Control” under the Plan) of the Company occurs, (ii) Employee incurs a “Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the definition of “disability” under the Company’s long-term disability plan), or (iii) Employee’s employment terminates due to Employee’s death, this Performance Award shall vest on the earliest of such events at the greater of the “Determined Percentage” (as defined below) and the “target” levels of performance as set forth in the Notice. For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if (1) the last day of the Performance Period was the Determination Date (as defined below) and the Performance Objectives were measured as of such date and (2) the dollar amount levels for “entry,” “target” and “overachievement” with respect to the Performance Objectives relating to the EBITDA Component set forth in the Notice were each prorated by multiplying the applicable dollar amount level by a fraction, the numerator of which is the number of calendar quarters during the period beginning on January 1, 2021 and ending on the Determination Date, and the denominator of which is 12 (such prorated levels being referred to herein as the “Prorated EBITDA Objectives”). As soon as administratively practicable after the date of the applicable vesting ev...
Vesting. An Active Participant shall be fully vested in the Employer Credits made to the Deferred Compensation Account upon the first to occur of the following events:
(a) Normal Retirement Age.
Vesting. (a) On each Measurement Date set forth in Column 1 below, the Option shall vest and become exercisable for the corresponding number of shares of Common Stock set forth in Column 2 below if the Optionee's employment or engagement with the Company and/or any Affiliated Entity has not terminated. The "VESTED PORTION" of the Option as of any particular date shall be the cumulative total of all shares for which the Option has become exercisable as of that date. ------------------------------------- ---------------------------------- COLUMN 1 COLUMN 2 Measurement Date Vested Portion of the Option ------------------------------------- ---------------------------------- April 30, 2002 62,500 July 31, 2002 62,500 October 31, 2002 62,500 January 31, 2002 62,500 ------------------------------------- ----------------------------------
(b) Notwithstanding anything to the contrary contained herein or in the Plan, in the event the Optionee's employment or engagement with the Company and/or an Affiliated Entity is terminated by the Company and/or an Affiliated Entity within one (1) year following a Change in Control for reasons other than Just Cause Dismissal, or if the Optionee terminates his employment or engagement with the Company and/or an Affiliated Entity within one (1) year following a Change in Control for Good Reason, then, immediately prior to the effective date of such termination, all Options which have not lapsed prior to the date of such termination shall become fully vested and exercisable (if not already vested and exercisable) by Optionee for a period of three (3) months after such termination, or in the event termination results from death or Permanent Disability, for the period set forth in SECTION 5.13(A) OR 5.14(A) of the Plan, as applicable, but, in any event, not after expiration of the Option pursuant to SECTION 3 of this Agreement. The phrase "CHANGE IN CONTROL" used but not otherwise defined herein has the meaning set forth in Article 9 of the Plan. The phrase "GOOD REASON" shall mean the occurrence of, without Optionee's express written consent, any material demotion of an Employee Optionee from the position and the responsibilities which existed prior to the Change in Control, or Optionee's death or Permanent Disability.
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.