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. (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) Unless otherwise provided in this Agreement, the Award granted under this Agreement shall vest and become payable in cash 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 amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is 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 (y) 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 an Award 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 amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards 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). If this Award is not intended to constitute Qualified Perform...
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 Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if:
(i) the Participant’s employment terminates due to death or Permanent Disability, or
(ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.
Vesting. (a) All of the Stock Units and shares of Stock issued pursuant to this Award prior to the Final Vesting Date (as defined below) shall be subject to time-based vesting, with one-third (1/3) of the Stock Units earned pursuant to this Award and the shares of Stock issued or issuable pursuant to this Award vesting on each of the first three (3) anniversaries of the Grant Date (each, a “Vesting Date,” and the third (3rd) anniversary of the Grant Date, the “Final Vesting Date”), subject to the Grantee’s continued employment with the Company (or a Company Affiliate) through the applicable Vesting Date. All shares of Stock issued pursuant to this Award after the Final Vesting Date shall be fully vested upon issuance. Except as provided in Sections 3(b) and 3(c) below, if at any time the Grantee shall cease to be an employee of the Company or a Company Affiliate for any reason (other than in circumstances where the Grantee immediately thereafter remains or becomes an employee of the Company or a Company Affiliate), then the Stock Units and shares of Stock issued pursuant to this Award that remain unvested at such time shall automatically and immediately be forfeited by the Grantee without consideration therefor.
(b) If the Grantee shall cease to be an employee of the Company or a Company Affiliate (other than in circumstances where the Grantee immediately thereafter remains or becomes an employee of a Company Affiliate) in circumstances that constitute a Terminating Event, any then unvested Stock Units or shares of Stock issued pursuant to this Award will not be forfeited and such Stock Units or shares of Stock issued pursuant to this Award will be fully time-vested as of the date of such Terminating Event. Any shares of Stock issued pursuant to this Award with respect to Stock Units that vested pursuant to this Section 3(b) will be fully time-vested upon issuance.
(c) In the event the Grantee shall cease to be an employee of the Company or a Company Affiliate (other than in circumstances where the Grantee immediately thereafter remains or becomes an employee of a Company Affiliate) as a result of the Grantee’s change in status from an Employee to a Director or Consultant, then, unless otherwise required by law, the Grantee shall continue to time-vest in any then unvested Stock Units or shares of Stock issued pursuant to this Award based on the Grantee’s continued service as a Director or Consultant, in which case, the Grantee ceasing to serve as a Director or Cons...
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. The Restricted Stock shall vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Company.
Vesting. (a) The Performance Shares shall vest on the following dates in accordance with the following vesting schedule:
(i) 34% on December 31, 2007; and
(ii) 66% on December 31, 2008. For the Performance Shares to vest on each such vesting date, the Company must have paid to its shareholders a dividend of at least $.75 per share in each fiscal quarter during the period commencing on the Date of Grant and ending on such vesting date (the “Threshold Requirement”), unless the Company’s Board of Directors specifically approves the noncancellation of the Performance Shares upon the declaration of a quarterly dividend of less than $.75 per share. In the event the Company fails to pay its shareholders a dividend of at least $.75 per share in any fiscal quarter during the period from the Date of Grant and ending on December 31, 2008, and the Company’s Board of Directors does not approve the noncancellation of the Performance Shares, the Performance Shares that have not yet vested shall be cancelled.
(b) Notwithstanding anything in Section 3(a) of this Agreement to the contrary, in the event of (i) the Grantee’s death, (ii) the Grantee’s Permanent Disability (as such term is defined in the Company’s Long-Term Disability Plan), or (iii) a Change of Control, 100% of the Performance Shares not previously vested or cancelled due to the Company’s failure to meet the Threshold Requirement, shall vest.
(c) Notwithstanding anything in Section 3(a) of this Agreement to the contrary, in the event of (i) the Grantee’s involuntary Termination of Employment without Cause (as such terms are defined in Section 4 of this Agreement), or (ii) the Grantee’s Retirement (as such term is defined below), the number of Performance Shares that will vest, if not previously cancelled due to the Company’s failure to meet the Threshold Requirement, shall be equal to (x) the product of (A) the original number of Performance Shares granted to the Grantee under this Agreement and (B) a fraction, the numerator of which shall be the number of whole or partial months between January 1, 2007 and the date of the Grantee’s Termination of Employment, and the denominator of which shall be 24, minus (y) the number of Performance Shares previously vested. For purposes of this Agreement, the term “Retirement” shall mean an employee’s voluntary Termination of Employment on or after his or her 65th birthday, or on or after his or her 55th birthday with 10 or more years of service with the Company or a subsidiary of ...