Vesting Condition Exceptions‌ Clause Samples

The Vesting Condition Exceptions clause defines specific circumstances under which the standard vesting schedule for equity or benefits may be altered or waived. In practice, this clause might apply in cases such as an employee’s death, disability, or a company acquisition, allowing for immediate or accelerated vesting of unvested shares or options. Its core function is to provide flexibility and fairness by addressing situations where strict adherence to the original vesting terms would be inappropriate or inequitable.
Vesting Condition Exceptions‌. Notwithstanding Rule 7.1, the Board may in its absolute discretion, except in respect of clause 7.2(b), where Vesting Conditions are deemed to be automatically waived, by written notice to a Participant, resolve to waive any of the Vesting Conditions applying to Awards due to: (a) Special Circumstances arising in relation to a Relevant Person in respect of those Awards; (b) a Change of Control occurring; or (c) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company, in which case Rule 7.3 applies.