Vesting and Exercisability of Sar. (a) Subject to the terms and conditions of this Agreement and the Plan, upon the achievement of the EBITDA Target established for each fiscal year or portion thereof as set forth on Exhibit A hereto, the SAR shall become vested and exercisable with respect to the percentage of the total number of Shares covered by the SAR indicated on Exhibit A next to such EBITDA Target as of the date that the Committee determines that such EBITDA Target has been achieved (the “Determination Date”). Notwithstanding anything contained in this Agreement or the Plan to the contrary, in the event that an Grantee’s employment is terminated other than for Cause, following either (i) the end of a fiscal year during the Performance Period, or (ii) the end of the Performance Period, but, in either case, prior to the Determination Date with respect to such period, the Grantee will be entitled to vesting, if any (to the extent EBITDA Targets are achieved), with respect to such period as of the applicable Determination Date; provided that such Determination Date occurs prior to the expiration of the post-termination exercise period as set forth in Section 6.1 or 6.2 herein, as applicable. In the event that the EBITDA Target for any fiscal year or portion thereof in a Performance Period is not achieved (such fiscal year, a “Missed Year”) and the EBITDA Target with respect to (x) the immediately preceding fiscal year (except in the case that the Missed Year is the first fiscal year in the Performance Period), or (y) the immediately following fiscal year (except in the case that the Missed Year is the last year in such Performance Period), is exceeded (each such immediately preceding or immediately following year, an “Excess Year”), then the excess of EBITDA over the EBITDA Target for such Excess Year or Excess Years (the excess with respect to an Excess Year, the “Excess EBITDA”) shall be applied to the Missed Year, and if the application of such Excess EBITDA results in EBITDA with respect to the Missed Year equal to or in excess of the EBITDA Target with respect to such Missed Year, then the number of Shares with respect to which the SAR failed to vest by reason of the Company’s failure to achieve the EBITDA Target for the Missed Year shall become vested on the date the Committee determines that such EBITDA Target with respect to the Missed Year was achieved with the application of such Excess EBITDA; provided, with respect to any Excess Year, Excess EBITDA for such year may only be ...
Vesting and Exercisability of Sar. (a) Subject to the limitations contained herein, the SAR will vest and become exercisable as set forth in the Grant Notice, provided that vesting will cease upon the termination of Participant’s continuous Employment. For the purposes of this Agreement, in the event of an involuntary termination of continuous Employment, the termination shall be effective, and vesting shall cease, as of the date stated in the relevant notice of termination and, unless otherwise required by law, will not be extended by any notice period or other period of leave. Subject to applicable law, the Company shall determine the date of termination in its sole discretion.
Vesting and Exercisability of Sar. As set forth on Annex A, this SAR will vest in three equal installments of the Shares on each of the first three anniversaries of the Grant Date, so that this SAR shall be vested as to all Shares on the last such anniversary. Any portion of this SAR that becomes vested in accordance with the foregoing shall remain vested and shall be exercisable, subject to the 2005 Plan or this SAR Agreement (including without limitation Paragraph 7), until the earlier of the Expiration Date or other termination of this SAR in accordance with the 2005 Plan and this SAR Agreement. Prior to the exercise of this SAR and delivery of the resulting Paid Shares (as defined below), the Participant shall not have any rights of a stockholder with respect to this SAR or the Shares subject to this SAR.
Vesting and Exercisability of Sar
