VESTING AND ISSUANCE Clause Samples
VESTING AND ISSUANCE. Except as otherwise provided in this Agreement, -------------------- the Performance Shares shall not be issued to Employee unless Employee is serving in the Position, or in a comparable or higher position, as determined by the Committee, with the Company or a subsidiary thereof, throughout the applicable performance period (the "Performance Period") set forth below: Number of Shares of Common Stock Performance Period In addition, as conditions to Employee receiving any Performance Shares with respect to a Performance Period, (a) Employee must have met the applicable performance standards established by the Committee for a given Performance Period for the Position; and (b) Employee must have retained at least one-half of the Performance Shares which have previously been awarded to him or her pursuant to this Agreement. Subject to the foregoing, the number of Performance Shares to be issued upon completion of a Performance Period shall be determined by the Committee in its sole discretion, with the maximum number of Performance Shares that may be so issued to equal the sum of (i) the aggregate of the number of shares set forth in the foregoing table for such Performance Period and for all prior Performance Periods minus (ii) the number of shares for any prior ----- Performance Period that have previously been issued. Within three months after the end of each Performance Period, the Company shall determine whether the applicable performance standards have been met and shall make its determination in accordance with the foregoing as to the number of Performance Shares to be issued. Such Performance Shares shall be delivered within 30 days after such determination. All Performance Shares that are not issued in accordance with the foregoing in respect of any Performance Period through and including the final Performance Period (ending December 31, 19__) shall be forfeited by Employee and shall be of no further force or effect.
VESTING AND ISSUANCE. 2.1 Subject to Section 2.2 below if the Participant continues to provide service to the Company or a Subsidiary, the Participant shall become vested in the earned Performance Shares on the date that Compensation Committee certifies the achievement of the performance goal (the “Vesting Date”) and the Company shall issue shares of Common Stock with respect to the earned and vested Performance Shares and the vested Dividend Equivalents thereon as soon as practicable after the Vesting Date; provided that in no event shall any payment be made later than March 15th of the year following the Vesting Date.
2.2 In accordance with Section 10(d) of the Plan, in the event Participant’s service to the Company or a Subsidiary terminates as a result of Participant’s death, Disability, Retirement (as defined in Section 10(a) of the Plan) or Change in Control, Participant shall be entitled to a prorated number of the Performance Shares earned, determined at the end of the Performance Period, based on the ratio of the number of days the Participant provides service during the Performance Period to the total number of days in the Performance Period and such earned Performance Shares shall be issued in shares of Common Stock as set forth in Section 2.1. If a Change in Control occurs during the Performance Period, and the Participant’s date of termination does not occur before the Change in Control date, the Participant shall earn the Performance Shares that would have been earned by the Participant as if the Performance Shares were earned at target (100%), but prorated based on the ratio of the number of days the Participant provides service during the Performance Period through the date of the Change in Control, to the total number of days in the Performance Period, and in such event the earned Performance Shares shall be paid within 30 days of the Change in Control. In the event Participant’s service terminates for any other reason prior to the end of the Performance Period, all Performance Shares shall be forfeited in their entirety.
2.3 Notwithstanding the foregoing, in the event that the above vesting schedule results in the vesting of any fractional shares of Common Stock, such fractional shares shall not be deemed vested hereunder but shall vest and become nonforfeitable when such fractional shares aggregate whole shares of Common Stock.