Vesting Sample Clauses

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) Except as otherwise provided herein, the restrictions described in Section 3 above will lapse (“vest”) with respect to such portion or multiple of the Target Restricted Stock as determined in accordance with the terms of Section 4(b) below on March 1, 2015 (the “Vesting Date”); provided, that, the Grantee remains employed by the Company or any of its Subsidiaries through the Vesting Date. If the Grantee’s employment is terminated at any time prior to the Vesting Date, the Target Restricted Stock shall automatically be forfeited without consideration upon such cessation of service, unless otherwise provided in this Section 4. (b) The number of shares that will vest, if any, on the Vesting Date (the “Vested Shares”) in accordance with Section 4(a) above will be determined as follows: (i) if, as of any Measurement Date, the Annual Book Value Growth Rate equals or exceeds 3% (the “Threshold Performance Goal”) and is less than 8% (the “Target Performance Goal”), then a portion of the Annual Vesting Tranche (rounded down to the nearest whole share) with a Lock in Date on such Measurement Date will be eligible to vest on the Vesting Date, which portion is equal to the sum of (A) 50% plus (B) the product of (1) 10 and (2) the difference between such Annual Book Value Growth Rate and the Threshold Performance Goal (rounded up to the nearest tenth of one percent) as of such Measurement Date; (ii) if, as of any Measurement Date, the Annual Book Value Growth Rate equals or exceeds the Target Performance Goal and is less than 13% (the “Maximum Performance Goal”), then a multiple of the Annual Vesting Tranche (rounded down to the nearest whole share) with a Lock in Date on such Measurement Date will be eligible to vest, which multiple is equal to the sum of (A) 100% plus (B) the product of (1) 20 and (2) the difference between such Annual Book Value Growth Rate and Target Performance Goal (rounded up to the nearest tenth of one percent) as of such Measurement Date; (iii) if, as of any Measurement Date, the Annual Book Value Growth Rate equals or exceeds the Maximum Performance Goal, then 200% of the Annual Vesting Tranche with a Lock In Date on such Measurement Date will be eligible to vest; (iv) if as of the last Measurement Date, the Cumulative Book Value Growth Rate equals or exceeds the Threshold Performance Goal and is less than the Target Performance Goal, then the additional Common Shares (rounded down to the nearest whole share), if any, that will be eligibl...

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”) 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 each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date 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. This Award shall vest in full on the Vesting Date set forth above provided the Participant is continuously employed by a member of the Premier Group. Notwithstanding the foregoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), the Participant shall immediately vest in a portion of the Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Participant’s employment with the Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the applicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the same time as the Award Shares. Notwithstanding the foregoing, vesting of the Award (and any dividend equivalents) shall be prohibited to the extent that it would violate applicable law or to the extent the Award is a Performance Share Award. Further notwithstanding the foregoing, nothing in this Award Agreement shall be interpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. (a) Subject to the accelerated vesting provisions set forth in Section 3(b) or Section 3(c) below, the Units shall vest, on a cumulative basis, with respect to 20% of the Units on the first anniversary of the Grant Date, and as to an additional 20% on each succeeding anniversary of the Grant Date (each such date, a “Vesting Date”), so as to be 100% vested on the fifth anniversary thereof, provided that Holder has not incurred a Termination of Service prior to the respective Vesting Date. (b) Notwithstanding the foregoing, if the Holder is an employee of the Company or any Subsidiary on the Grant Date: 1. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service by the Company without Cause; 2. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If the Holder incurs a Termination of Service for any reason other than by the Company without Cause or death, all Units which have not vested at the time of such termination shall be automatically forfeited. (c) Notwithstanding the foregoing, if the Holder is a non-employee director of the Company on the Grant Date: 1. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service for any reason other than the Holder voluntarily electing to resign from the Board of Directors, voluntarily electing not to stand for re-election to the Board of Directors or being involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the stockholders of the Company); 2. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If the Holder voluntarily resigns from the Board of Directors, voluntarily elects not to stand for re-election to the Board of Directors or is involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the stockholders of the Company), all Units which have not vested as of the date that the Holder incurs a Termination of Service shall be automatically forfeited upon the Termination of Service.

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. Except as provided in paragraph 2(d), the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or termination of the Participant’s employment on account of Disability.

Vesting. Your Award Shares shall be subject to the forfeiture and vesting provisions marked with an x below: i. ¨ All of the Award Shares are nonvested and forfeitable as of the Grant Date. So long as your Service with the Company or an Affiliate of the Company continues through the applicable date upon which vesting is scheduled to occur, 20% of the Award Shares will vest and become nonforfeitable on each anniversary of the Grant Date, such that 100% of the Award Shares will be vested and nonforfeitable on the fifth anniversary of the Grant Date. None of the Award Shares will become vested and nonforfeitable after your Service with the Company and its Affiliates ceases unless this Agreement provides to the contrary. ii. ¨ All of the Award Shares are nonvested and forfeitable as of the Grant Date. So long as your Service with the Company or an Affiliate of the Company continues through the applicable date upon which vesting is scheduled to occur, % of the Award Shares will vest and become nonforfeitable on the year anniversary of the Grant Date, and the remaining % of the Award Shares will vest and become nonforfeitable on the year anniversary of the Grant Date. None of the Award Shares will become vested and nonforfeitable after your Service with the Company and its Affiliates ceases unless this Agreement provides to the contrary. iii. ¨ All of the Award Shares are nonvested and forfeitable as of the Grant Date. So long as your Service with the Company or an Affiliate of the Company continues through , (the “Vesting Date”), all of your Award Shares will vest and become nonforfeitable on the Vesting Date. None of the Award Shares will become vested and nonforfeitable after your Service with the Company and its Affiliates ceases unless this Agreement provides to the contrary.

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.