Vesting of Phantom Shares a. For so long as that certain Agreement and Plan of Merger, dated as of August 10, 2015, by and among Shenandoah Telecommunications Company (“Shentel”), Gridiron Merger Sub, Inc. and the Company (as amended from time to time, the “Merger Agreement”) has not been terminated, then the following provisions shall apply:
Vesting of Phantom Shares. Subject to the terms and conditions set forth in the Plan and this Agreement, the Phantom Shares shall vest as follows:
Vesting of Phantom Shares. (a) Except as otherwise set forth in Section 3(b), the Phantom Shares shall vest in accordance with the vesting schedule set forth in the Grant Notice. In the event of the termination of the Participant’s employment prior to the vesting of all of the Phantom Shares (but after giving effect to any accelerated vesting pursuant to this Section 3), any unvested Phantom Shares (and all rights arising from such Phantom Shares and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.
Vesting of Phantom Shares. The Phantom Shares shall vest on the date or dates specified in this Section 3, so long as the Grantee remains an employee of the Company on such dates, subject to Section 6, below. The Phantom Shares shall vest with respect to 50% of the Phantom Shares based on the Grantee’s continued employment (the “Time-Based Phantom Shares”) and with respect to 50% of the Phantom Shares based on the performance of the Company (the “Performance-Based Phantom Shares”).
Vesting of Phantom Shares. Initially all of the Phantom Shares shall be unvested. Notwithstanding anything to the contrary in Section 9 of the Grantee’s Seventh Amended and Restated Employment Agreement dated December 8, 2010, as amended from time to time (the “Employment Agreement”), the Phantom Shares shall become fully vested solely upon the earliest to occur of the following events:
Vesting of Phantom Shares. For so long as that certain Agreement and Plan of Merger, dated July 12, 2007, among Hexion Specialty Chemicals, Inc., Nimbus Merger Sub Inc. and Huntsman Corporation (as amended from time to time, the "Merger Agreement") has not been terminated, then the following provisions shall apply:
Vesting of Phantom Shares. Subject to the further provisions of this Agreement, the Phantom Shares shall become vested in accordance with the following schedule: Anniversary of Date of Grant Cumulative Vested Percentage 1st 331/3% 2nd 662/3% 3rd 100% Notwithstanding the above vesting schedule, all Phantom Shares that are not vested on your termination of employment with the Company for any reason (including without limitation on account of death, disability, or retirement) shall be automatically cancelled and forfeited without payment upon your termination. For purposes of this Agreement, “employment with the Company” shall include being an employee or a director of, or a consultant to, the Company or an affiliate and, following a spin-off of any Subsidiary of the Company as a separate, publicly traded company (“SpinCo”), being an employee or a director of, or a consultant to, SpinCo or its affiliates.
Vesting of Phantom Shares. Subject to the further provisions of this Agreement, the Phantom Shares shall become vested in accordance with the following schedule: Anniversary of Date of Grant Cumulative Vested Percentage 1 st 331/3 % 2 nd 662/3 % 3 rd 100 % While a Phantom Share remains "outstanding" pursuant to this Agreement, an amount equivalent to the distributions made on a share of Common Stock during such period shall be held by the Company without interest until the Phantom Share becomes vested or is forfeited and then paid to you or forfeited, as the case may be. Notwithstanding the above vesting schedule, all Phantom Shares that are not vested on your termination of employment with the Company for any reason, including without limitation on account of death, disability, or retirement, shall be automatically cancelled and forfeited without payment upon your termination. For purposes of this Agreement, "employment with the Company" shall include being an employee or a director of, or a consultant to, the Company or an Affiliate.
Vesting of Phantom Shares. Subject to the further provisions of this Agreement, the Phantom Shares shall become vested in accordance with the following schedule: Anniversary of Date of Grant Cumulative Vested Percentage 1st 331/3% 2nd 662/3% 3rd 100% While a Phantom Share remains "outstanding" pursuant to this Agreement, an amount equivalent to the dividends and distributions made on a share of Common Stock during such period shall be held by the Company ("Distribution Equivalent Rights" or "DERs") without interest until the Phantom Share becomes vested or is forfeited and then paid to you (in cash or Shares) or forfeited, as the case may be. Notwithstanding the above vesting schedule, all Phantom Shares that are not vested on your termination of employment with the Company for any reason, including without limitation on account of death, disability, or retirement, shall be automatically cancelled and forfeited without payment upon your termination. For purposes of this Agreement, "employment with the Company" shall include being an employee or a director of, or a consultant to, the Company or an Affiliate.
Vesting of Phantom Shares. Subject to the further provisions of this Agreement, the Phantom Shares shall become vested in accordance with the following schedule: Anniversary of Date of Grant Cumulative Vested Percentage 1st 331/3 % 2nd 662/3 % 3rd 100 % Notwithstanding the above vesting schedule, all Phantom Shares that are not vested on your termination of employment with the Company for any reason (including without limitation on account of death, disability, or retirement) shall be automatically cancelled and forfeited without payment upon your termination. For purposes of this Agreement, “employment with the Company” shall include being an employee or a director of, or a consultant to, the Company or an Affiliate. DERs. During the period that a Phantom Share remains “outstanding” pursuant to this Agreement (i.e., prior to the time the Phantom Share becomes vested), an amount equivalent to the dividends and distributions made on a share of Common Stock during such period (“DERs”) shall be held by the Company without interest until the Phantom Share becomes vested or is forfeited and then shall be paid to you (in cash or in Shares) at the time specified in Section 5 or forfeited, as the case may be.
