Vesting Requirements. Subject to the “Forfeiture of RSUs” paragraph below, RSUs do not provide you with any rights or interest therein until they become vested under one or more of the following circumstances (each such date a “Vesting Date”): • in one-third (1/3) increments on the first, second and third anniversaries of the Date of Xxxxx provided you are still employed on the applicable anniversary; • 25% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment is involuntarily terminated by reason of a reduction in force, on or after the first anniversary and prior to the second anniversary of the Date of Xxxxx; • 50% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, if your employment is involuntarily terminated by reason of a reduction in force, on or after the second anniversary and prior to the third anniversary of the Date of Xxxxx; • 100% of the then-remaining outstanding RSUs on the earliest to occur prior to the third anniversary of the Date of Grant of: (a) the date of termination of your employment from B&W due to death, (b) your disability (as defined in the Plan) or (c) the date a change in control (as defined in the Plan) occurs; and • the Committee may provide for additional vesting under other circumstances, in its sole discretion. For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction in force” means a termination of employment due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being “retirement eligible” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third increment. Forfeiture of RSUs. RSUs which are not and do not become vested upon your termination of employment shall, coincident therewith, terminate and be of no force or effect. In the event that (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&W, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are forfeited, terminated and withdrawn immediately upon such conviction or notice of such determination. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions of this paragraph are in addition to the provisions under the heading “Clawback Provisions” below.
Appears in 1 contract
Samples: 2012 Restricted Stock Unit Grant Agreement (Babcock & Wilcox Co)
Vesting Requirements. Subject to the “Forfeiture of RSUs” paragraph below, RSUs do not provide you with any rights or interest therein until they become vested under one or more of the following circumstances (each such date a “Vesting Date”): • in one-third (1/3) increments on the first, second and third anniversaries of the Date of Xxxxx provided you are still employed with the Company on the applicable anniversary; • 25% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment with the Company is involuntarily terminated by reason of a reduction Reduction in force, Force on or after the first anniversary and prior to the second anniversary of the Date of Xxxxx; • 50% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, if your employment with the Company is involuntarily terminated by reason of a reduction Reduction in force, Force on or after the second anniversary and prior to the third anniversary of the Date of Xxxxx; • 100% of the then-remaining outstanding RSUs on the earliest to occur prior to the third anniversary of the Date of Grant of: (a1) the date of termination of your employment from B&W the Company due to death, (b2) your disability (as defined in the Plan) ), or (c3) the date a change Change in control Control (as defined in the Plan) occurs; and • the Committee may provide for additional vesting under such other circumstances, in its sole discretion. For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction Reduction in forceForce” means shall mean a termination of employment with the Company due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Compensation Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being “retirement eligible” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third increment. Forfeiture of RSUs. RSUs which are not and do not become vested upon your termination of employment with the Company shall, coincident therewith, terminate and be of no force or effect. In the event that while you are employed by the Company or are performing services for or on behalf of the Company under any consulting agreement, (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&Wthe Company, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are Agreement shall be forfeited, terminated and withdrawn immediately upon such conviction or notice of such determinationconviction pursuant to (a) above to the Committee or final determination pursuant to (b) above by the Committee. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions of this paragraph are in addition to the provisions under the heading “Clawback Provisions” below.
Appears in 1 contract
Vesting Requirements. Subject to the “Forfeiture of Performance RSUs” paragraph provision below, Performance RSUs do not provide you with any rights or interest therein until they become vested under one or more of the following circumstances (each such date a “Vesting Date”): • in one-third (1/3) increments on the first, second and third anniversaries of the Date of Xxxxx provided you are still employed on the applicable anniversary; • 25% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment is involuntarily terminated by reason of a reduction in force, on or after the first anniversary and prior to the second anniversary of the Date of Xxxxx; • 50% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, if your employment is involuntarily terminated by reason of a reduction in force, on or after the second anniversary and prior to the third anniversary of the Date of Xxxxx, provided you are still employed by B&W (with the number in which you vest determined as described in the “Number of Performance RSUs” provision below); • 100% of the then-remaining outstanding Initial Performance RSUs on the earliest to occur shall become vested prior to the third anniversary of the Date of Grant on the earliest to occur of: (a1) the date of termination of your employment from B&W due to death, (b2) your disability (as defined in the Plan) or (c3) the date a change in control (as defined in the Plan) occurs; and • the Committee may provide for additional vesting under other circumstances, in its sole discretion. For purposes Forfeiture of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction in force” means a termination of employment due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in forcePerformance RSUs. For the sole purpose of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being “retirement eligible” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest Except in connection with the next one-third increment. Forfeiture of RSUs. a Retirement below, Performance RSUs which are not and or do not become vested upon your termination of employment for any reason shall, coincident therewith, terminate be forfeited and be of no force or and effect. In the event you terminate employment prior to the third anniversary of the Date of Grant due to Retirement, 25% of the Initial Performance RSUs will remain in effect provided your termination date is on or after the first anniversary of the Date of Grant but prior to the second anniversary, and 50% of the Initial Performance RSUs will remain in effect provided your termination date is on or after the second anniversary of the Date of Grant but prior to the third anniversary. The number of Performance RSUs that will vest pursuant to the preceding sentence will be determined by multiplying (a) the total number of Performance RSUs that would have vested under this Agreement based on actual performance had you are convicted remained employed until the third anniversary of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or the Date of Grant by (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&W, as determined in applicable percentage from the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are forfeited, terminated and withdrawn immediately upon such conviction or notice of such determination. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions of this paragraph are in addition to the provisions under the heading “Clawback Provisions” belowpreceding sentence.
Appears in 1 contract
Samples: Performance Restricted Stock Units (Babcock & Wilcox Co)
Vesting Requirements. Subject to the “Forfeiture of RSUs” paragraph below, RSUs do not provide you with any rights or interest therein until they become vested under one or more of the following circumstances (each such date a “Vesting Date”): • in one-third (1/3) increments 100% of the RSUs on the first, second and third anniversaries anniversary of the Date of Xxxxx provided you are still employed with the Company on the applicable anniversarythis date; • 2550% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment with the Company is involuntarily terminated by reason of a reduction Reduction in force, Force on or after the first anniversary and prior to the second anniversary of the Date of XxxxxGrant; • 50% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, if your employment is involuntarily terminated by reason of a reduction in force, on or after the second anniversary and prior to the third anniversary of the Date of Xxxxx; • 100% of the then-remaining outstanding RSUs on the earliest to occur prior to the third second anniversary of the Date of Grant of: (a1) the date of termination of your employment from B&W the Company due to death, (b2) your disability (as defined in the Plan) ), or (c3) the date a change Change in control Control (as defined in the Plan) occurs; and • the Committee may provide for additional vesting under other circumstances, in its sole discretion. For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction Reduction in forceForce” means shall mean a termination of employment with the Company due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants facilities or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Compensation Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being “retirement eligible” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third increment. Forfeiture of RSUs. RSUs which are not and do not become vested upon your termination of employment with the Company for any reason shall, coincident therewith, terminate and be of no further force or effect. In the event that that, while you are employed by the Company or are performing services for or on behalf of the Company under any consulting agreement, (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&Wthe Company, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are Agreement shall be forfeited, terminated and withdrawn immediately upon (1) notice to the Committee of such conviction pursuant to (a) above or notice of such determination(2) final determination pursuant to (b) above by the Committee. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions Payment of this paragraph are RSUs. RSUs shall be paid in addition to shares of Company common stock, which shares shall be distributed as soon as administratively practicable, but in no event later than 30 days, after the provisions under the heading “Clawback Provisions” belowapplicable Vesting Date.
Appears in 1 contract
Samples: Retention Restricted Stock Unit Grant Agreement (McDermott International Inc)
Vesting Requirements. Subject to the “Forfeiture of RSUs” paragraph below, RSUs do not provide you with any rights or interest therein until they become vested under one or more of the following circumstances (each such date a “Vesting Date”): • in one-third (1/3) increments on the first, second and third anniversaries of the Date of Xxxxx provided you are still employed on the applicable anniversary; • 25% of the then-then remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment is involuntarily terminated by reason of a reduction in force, force on or after the first anniversary and prior to the second anniversary of the Date of Xxxxx; • 50% of the then-then remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, if your employment is involuntarily terminated by reason of a reduction in force, force on or after the second anniversary and prior to the third anniversary of the Date of XxxxxGrant; and • 100% of the then-remaining outstanding RSUs on the earliest to occur if you terminate employment prior to the third anniversary of the Date of Grant of: (a) the date of termination of your employment from B&W due to deathdeath or disability, (b) your disability (as defined or upon the occurrence of a “Change in the Plan) or (c) the date a change in control (as defined in the Plan) occurs; and • the Committee may provide for additional vesting under other circumstances, in its sole discretion. Control.” For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction in force” means force shall mean a termination of employment due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Compensation Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the The Committee may, in its sole purpose of calculating the number of RSUs that vest in one-third incrementsdiscretion, any RSUs that vest as a result of your being “retirement eligible” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third incrementprovide for additional vesting. Forfeiture of RSUs. RSUs which are not and do not become vested upon your termination of employment shall, coincident therewith, terminate and be of no force or effect. In the event that (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&Wthe Company, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are forfeited, terminated and withdrawn immediately upon such conviction or notice of such determination. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions Payment of this paragraph are RSUs. RSUs shall be paid in addition to shares of Company common stock, which shares shall be distributed as soon as administratively practicable, but in no event later than 30 days, after the provisions under the heading “Clawback Provisions” belowapplicable Vesting Date.
Appears in 1 contract
Vesting Requirements. Subject to the “Forfeiture of RSUs” paragraph below, RSUs do not provide you with any rights or interest therein until they become vested under one or more of the following circumstances (each such date a “Vesting Date”): • in one-third (1/3) increments on the first, second and third anniversaries of the Date of Xxxxx provided you are still employed with the Company on the applicable anniversary; • 25% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment with the Company is involuntarily terminated by reason of a reduction Reduction in force, Force on or after the first anniversary and prior to the second anniversary of the Date of Xxxxx; • 50% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, if your employment with the Company is involuntarily terminated by reason of a reduction Reduction in force, Force on or after the second anniversary and prior to the third anniversary of the Date of Xxxxx; and • 100% of the then-remaining outstanding RSUs on the earliest to occur prior to the third anniversary of the Date of Grant of: (a1) the date of termination of your employment from B&W the Company due to death, (b2) your disability (as defined in the Plan) ), or (c3) the date a change Change in control Control (as defined in the Plan) occurs; and • the Committee may provide for additional vesting under other circumstances, in its sole discretion. For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction Reduction in forceForce” means shall mean a termination of employment with the Company due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants facilities or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Compensation Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being “retirement eligible” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third increment. Forfeiture of RSUs. RSUs which are not and do not become vested upon your termination of employment with the Company shall, coincident therewith, terminate and be of no force or effect. In the event that while you are employed by the Company or are performing services for or on behalf of the Company under any consulting agreement, (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&Wthe Company, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are Agreement shall be forfeited, terminated and withdrawn immediately upon (1) notice to the Committee of such conviction pursuant to (a) above or notice of such determination(2) final determination pursuant to (b) above by the Committee. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions Payment of this paragraph are RSUs. RSUs shall be paid in addition to shares of Company common stock, which shares shall be distributed as soon as administratively practicable, but in no event later than 30 days, after the provisions under the heading “Clawback Provisions” belowapplicable Vesting Date.
Appears in 1 contract
Samples: Restricted Stock Unit Grant Agreement (McDermott International Inc)
Vesting Requirements. Subject to the “Forfeiture of RSUsRestricted Stock” paragraph below, the RSUs do not provide you with any rights or interest therein until they will become vested under one or more of the following circumstances (each such date a “Vesting Date”): • in one-third (1/3) increments 100% of the RSUs outstanding on the first, second and third anniversaries anniversary of the Original Grant Date of Xxxxx Xxxxx, provided you are still employed on with the applicable anniversaryCompany; • 2533% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment is involuntarily terminated by reason of a reduction in force, on or after the first anniversary and prior to the second anniversary of the Date of Xxxxx; • 50% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligibleoutstanding, if your employment is involuntarily terminated by reason of due to an involuntary termination in connection with a reduction in force, force on or after the second anniversary and of the Original Grant Date but prior to the third anniversary of the Original Grant Date; • 66% of the RSUs outstanding, if your employment is terminated due to an involuntary termination in connection with a reduction in force on or after the second anniversary of the Original Grant Date but prior to the third anniversary of Xxxxxthe Original Grant Date; and • 100% of the then-remaining outstanding RSUs on the earliest to occur outstanding, if your employment is terminated prior to the third anniversary of the Date of Grant of: (a) due to death or disability, or upon the occurrence of a “Change in Control.” In addition, if you are eligible for “Retirement” prior to the third anniversary of the Original Grant Date, 33% of the then outstanding RSUs will vest on the date you are “Retirement” eligible on or after the first anniversary of termination the Original Grant Date, and 66% of your employment from B&W due to death, (b) your disability (as defined in the Plan) or (c) then outstanding RSUs will vest on the date you are “Retirement” eligible on or after the second anniversary of the Original Grant Date (each such date shall also be a change in control (as defined in “Vesting Date”). For this purpose, “Retirement” means attaining age 60 and completing 10 years of service with the Plan) occurs; and • the Company. The Committee may provide for additional vesting under other circumstancesmay, in its sole discretion. For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction in force” means a termination of employment due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being “retirement eligible” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third incrementprovide for additional vesting. Forfeiture of RSUs. RSUs which are not and do not become vested upon your termination of employment shall, coincident therewith, terminate and be of no force or effect. In the event that (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&Wthe Company, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are forfeited, terminated and withdrawn immediately upon such conviction or notice of such determination. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions Payment of this paragraph are RSUs. RSUs shall be paid in addition to shares of Company common stock, which shares shall be distributed as soon as administratively practicable, but in no event later than 30 days, after the provisions under the heading “Clawback Provisions” belowVesting Date.
Appears in 1 contract
Vesting Requirements. Subject to the “Forfeiture of RSUs” paragraph below, RSUs do not provide you with any rights or interest therein until they become vested under one or more of the following circumstances (each such date a “Vesting Date”): • in one-third fourth (1/31/4) increments on the first, second second, third and third fourth anniversaries of the Date of Xxxxx provided you are still employed with the Company on the applicable anniversary; • 25% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment with the Company is involuntarily terminated by reason of a reduction Reduction in force, on or after the first anniversary and prior to the second anniversary of the Date of Xxxxx; • 50% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, if your employment is involuntarily terminated by reason of a reduction in force, Force on or after the second anniversary and prior to the third anniversary of the Date of Xxxxx; • 50% of the then-remaining outstanding RSUs if your employment with the Company is involuntarily terminated by reason of a Reduction in Force on or after the third anniversary and prior to the fourth anniversary of the Date of Xxxxx; and • 100% of the then-remaining outstanding RSUs on the earliest to occur prior to the third fourth anniversary of the Date of Grant of: (a1) the date of termination of your employment from B&W the Company due to death, (b2) your disability (as defined in the Plan) ), or (c3) the date a change Change in control Control (as defined in the Plan) occurs; and • the Committee may provide for additional vesting under other circumstances, in its sole discretion. For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction Reduction in forceForce” means shall mean a termination of employment with the Company due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants facilities or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Compensation Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being “retirement eligible” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third increment. Forfeiture of RSUs. RSUs which are not and do not become vested upon your termination of employment with the Company for any reason shall, coincident therewith, terminate and be of no further force or effect. In the event that that, while you are employed by the Company or are performing services for or on behalf of the Company under any consulting agreement, (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&Wthe Company, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are Agreement shall be forfeited, terminated and withdrawn immediately upon (1) notice to the Committee of such conviction pursuant to (a) above or notice of such determination(2) final determination pursuant to (b) above by the Committee. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions Payment of this paragraph are RSUs. RSUs shall be paid in addition to shares of Company common stock, which shares shall be distributed as soon as administratively practicable, but in no event later than 30 days, after the provisions under the heading “Clawback Provisions” belowapplicable Vesting Date.
Appears in 1 contract
Samples: Restricted Stock Unit Grant Agreement (McDermott International Inc)
Vesting Requirements. Subject to the “Forfeiture of RSUs” paragraph below, RSUs do not provide you with any rights or interest therein until they become vested under one or more of the following circumstances (each such date a “Vesting Date”): • · in one-third (1/3) increments on the first, second and third anniversaries of the Date of Xxxxx Grant, provided that you are still employed with the Company on the applicable anniversary; • · 25% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment with the Company is involuntarily terminated by reason of a reduction Reduction in force, Force on or after the first anniversary and prior to the second anniversary of the Date of XxxxxGrant; • · 50% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, if your employment with the Company is involuntarily terminated by reason of a reduction Reduction in force, Force on or after the second anniversary and prior to the third anniversary of the Date of XxxxxGrant; • and · 100% of the then-remaining outstanding RSUs on the earliest to occur prior to the third anniversary of the Date of Grant of: (a1) the date of termination of your employment from B&W the Company due to death, (b2) your disability (as defined in the Plan) Disability, or (c3) the date a change Change in control (as defined in the Plan) Control occurs; and • the Committee may provide for additional vesting under other circumstances, in its sole discretion. For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction Reduction in forceForce” means shall mean a termination of employment with the Company due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants facilities or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being “retirement eligible” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third increment. Forfeiture of RSUs. RSUs which are not and do not become vested upon your termination of employment with the Company for any reason shall, coincident therewith, terminate and be of no further force or effect. In the event that that, while you are employed by the Company or are performing services for or on behalf of the Company under any consulting agreement, (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&Wthe Company, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are Agreement shall be forfeited, terminated and withdrawn immediately upon (1) notice to the Committee of such conviction pursuant to (a) above or notice of such determination(2) final determination pursuant to (b) above by the Committee. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to any such matters. The forfeiture provisions of this paragraph are in addition to the provisions under the heading “Clawback Provisions” below.
Appears in 1 contract
Samples: Restricted Stock Unit Grant Agreement (McDermott International Inc)
Vesting Requirements. Subject to the “Forfeiture of RSUs” paragraph below, RSUs do not provide you with any rights or interest therein until they become vested under one or more of the following circumstances (each such date a “Vesting Date”): • in one-third (1/3) increments on the first, second and third anniversaries of the Date of Xxxxx Grant, provided that you are still employed with the Company on the applicable anniversary; • 25% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment with the Company is involuntarily terminated by reason of a reduction Reduction in force, Force on or after the first anniversary and prior to the second anniversary of the Date of XxxxxGrant; • 50% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, if your employment with the Company is involuntarily terminated by reason of a reduction Reduction in force, Force on or after the second anniversary and prior to the third anniversary of the Date of XxxxxGrant; and • 100% of the then-remaining outstanding RSUs on the earliest to occur prior to the third anniversary of the Date of Grant of: (a1) the date of termination of your employment from B&W the Company due to death, (b2) your disability (as defined in the Plan) Disability, or (c3) the date a change Change in control (as defined in the Plan) Control occurs; and • the Committee may provide for additional vesting under other circumstances, in its sole discretion. For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction Reduction in forceForce” means shall mean a termination of employment with the Company due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants facilities or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Compensation Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being “retirement eligible” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third increment. Forfeiture of RSUs. RSUs which are not and do not become vested upon your termination of employment with the Company for any reason shall, coincident therewith, terminate and be of no further force or effect. In the event that that, while you are employed by the Company or are performing services for or on behalf of the Company under any consulting agreement, (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&Wthe Company, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are Agreement shall be forfeited, terminated and withdrawn immediately upon (1) notice to the Committee of such conviction pursuant to (a) above or notice of such determination(2) final determination pursuant to (b) above by the Committee. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions of this paragraph are in addition to the provisions under the heading “Clawback Provisions” below.
Appears in 1 contract
Samples: Restricted Stock Unit Grant Agreement (McDermott International Inc)
Vesting Requirements. Subject to the “Forfeiture of RSUs” paragraph below, RSUs do not provide you with any rights or interest therein until they become vested under one or more of the following circumstances (each such date a “Vesting Date”): • in one-third (1/3) increments on the first, second and third anniversaries of the Date of Xxxxx Grant, provided that you are still employed with the Company on the applicable anniversary; • 25% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment with the Company is involuntarily terminated by reason of a reduction Reduction in force, Force on or after the first anniversary and prior to the second anniversary of the Date of XxxxxGrant; • 50% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, if your employment with the Company is involuntarily terminated by reason of a reduction Reduction in force, Force on or after the second anniversary and prior to the third anniversary of the Date of XxxxxGrant; • 100% of the then-remaining outstanding RSUs on the earliest to occur prior to the third anniversary of the Date of Grant of: (a1) the date of termination of your employment from B&W the Company due to death, death or (b2) your disability (as defined in the Plan) or (c) the date a change in control (as defined in the Plan) occursDisability; and • If a Change in Control of the Committee may provide for additional vesting under other circumstancesCompany occurs, in its sole discretionSection 14 of the Plan will control, with “Cause” and “Good Reason” given the meanings described below. On December 18, 2017, the Company, Chicago Bridge & Iron Company N.V. (“CB&I”) and certain of their affiliates executed a business combination agreement pursuant to which the Company and CB&I will combine through a series of transactions (the “Combination”). For purposes of this Agreement, (a) “retirement eligible” means at least 60 years the consummation of age the Combination, either alone or in connection with 10 or more years another event, shall not be considered a Change in Control. For purposes of service with B&W and (b) this Agreement, a “reduction Reduction in forceForce” means shall mean a termination of employment with the Company due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants facilities or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose purposes of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being this Agreement “retirement eligibleCause” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third increment. Forfeiture of RSUs. RSUs which are not and do not become vested upon your termination of employment shall, coincident therewith, terminate and be of no force or effect. In the event that (a) you are convicted of means: (i) your continued failure to perform substantially your duties with the Company (occasioned by reason other than your physical or mental illness, death or disability) after a felony written demand for substantial performance is delivered to you by the Committee which specifically identifies the manner in which the Committee or the Chief Executive Officer believes that you have not substantially performed your duties, after which you shall have 30 days to defend or remedy such failure to substantially perform your duties; (ii) the engaging by you in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (iii) your conviction of, with no further possibility of appeal for, or plea of guilty or nolo contendere by you to, any felony. The cessation of your employment under items (i) and (ii) of this paragraph shall not be deemed to be for “Cause” unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Committee at a meeting of the Committee called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity, together with counsel, to be heard before the Committee), finding that, in the good faith opinion of the Committee, you are guilty of the conduct described in items (i) or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&W, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are forfeited, terminated and withdrawn immediately upon such conviction or notice of such determination. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions of this paragraph are paragraph, and specifying the particulars thereof in addition to the provisions under the heading “Clawback Provisions” belowdetail.
Appears in 1 contract
Samples: Restricted Stock Unit Grant Agreement (McDermott International Inc)
Vesting Requirements. Subject to the “Forfeiture of RSUs” paragraph below, RSUs do not provide you with any rights or interest therein until they become vested under one or more of the following circumstances (each such date a “Vesting Date”): • in one-third (1/3) increments 100% of the RSUs on the first, second and third anniversaries anniversary of the Date of Xxxxx provided you are still employed with the Company on the applicable anniversarythis date; • 2533% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment with the Company is involuntarily terminated by reason of a reduction Reduction in force, Force on or after the first anniversary and prior to the second anniversary of the Date of XxxxxGrant; • 5066% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, if your employment with the Company is involuntarily terminated by reason of a reduction Reduction in force, Force on or after the second anniversary and prior to the third anniversary of the Date of XxxxxGrant; and • 100% of the then-remaining outstanding RSUs on the earliest to occur prior to the third anniversary of the Date of Grant of: (a1) the date of termination of your employment from B&W the Company due to death, (b2) your disability (as defined in the Plan) ), or (c3) the date a change Change in control Control (as defined in the Plan) occurs; and • the Committee may provide for additional vesting under other circumstances, in its sole discretion. For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction Reduction in forceForce” means shall mean a termination of employment with the Company due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants facilities or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Compensation Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being “retirement eligible” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third increment. Forfeiture of RSUs. RSUs which are not and do not become vested upon your termination of employment with the Company for any reason shall, coincident therewith, terminate and be of no further force or effect. In the event that that, while you are employed by the Company or are performing services for or on behalf of the Company under any consulting agreement, (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&Wthe Company, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are Agreement shall be forfeited, terminated and withdrawn immediately upon (1) notice to the Committee of such conviction pursuant to (a) above or notice of such determination(2) final determination pursuant to (b) above by the Committee. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions Payment of this paragraph are RSUs. RSUs shall be paid in addition to shares of Company common stock, which shares shall be distributed as soon as administratively practicable, but in no event later than 30 days, after the provisions under the heading “Clawback Provisions” belowapplicable Vesting Date.
Appears in 1 contract
Samples: Retention Restricted Stock Unit Grant Agreement (McDermott International Inc)
Vesting Requirements. Subject to Section 3 of this Agreement (the “Forfeiture of Performance RSUs” paragraph belowprovision), Performance RSUs do not provide you with any rights or interest therein until they will become vested under one or more of the following circumstances (each such date circumstances, to the extent the Performance RSUs have not previously vested or become forfeited: • a “Vesting Date”): • in one-third (1/3) increments on the first, second and third anniversaries percentage of the Date of Xxxxx provided you are still employed Initial Performance RSUs shall become vested on the applicable anniversary; • 25% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment is involuntarily terminated by reason of a reduction in force, on or after the first anniversary and prior to the second anniversary of the Date of Xxxxx; • 50% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, if your employment is involuntarily terminated by reason of a reduction in force, on or after the second anniversary and prior to the third anniversary of the Date of Xxxxx, provided you are still employed by BWXT (with the number in which you vest determined as described in Section 4 of this Agreement (the “Number of Performance RSUs” provision)); • 100% if you terminate employment on or after the first anniversary of the then-remaining outstanding RSUs on the earliest to occur Date of Grant but prior to the third anniversary of the Date of Grant due to Retirement (as defined below) or an involuntary termination by BWXT without Cause, you will be eligible to vest in a number of Performance RSUs equal to the product of (a) the number of Performance RSUs that would have vested if you would have remained in the continuous employ of BWXT until the third anniversary of the Date of Grant or the occurrence of a Change in Control that would otherwise result in vesting (whichever occurs first) multiplied by (b) a fraction, the numerator of which is the number of calendar days you are employed by BWXT during the Performance Period, and the denominator of which is the total number of calendar days in the Performance Period; • 100% of the Initial Performance RSUs shall become vested prior to the third anniversary of the Date of Grant on the earliest to occur of: (a) the date of termination of your employment from B&W BWXT due to death, or (b) your disability (as defined in the Plan) or (c) the date a change in control (as defined in the Plan) occursDisability; and • the Committee may provide for additional vesting under other circumstances, in its sole discretion. For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction in force” means a termination of employment due to elimination In the event of a previously required position or previously required services, or due Change in Control that occurs prior to the consolidation vesting or forfeiture of departmentsthe Performance RSUs, abandonment of plants or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose of calculating the number of Performance RSUs that vest in one-third increments, any RSUs that vest as a result of your being “retirement eligible” will shall be treated as an acceleration set forth in Article 16 of the RSUs that are otherwise scheduled to vest in connection with the next one-third increment. Forfeiture of RSUs. RSUs which are not and do not become vested upon your termination of employment shall, coincident therewith, terminate and be of no force or effect. In the event that (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&W, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are forfeited, terminated and withdrawn immediately upon such conviction or notice of such determination. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions of this paragraph are in addition to the provisions under the heading “Clawback Provisions” belowPlan.
Appears in 1 contract
Samples: Performance Restricted Stock Units (BWX Technologies, Inc.)
Vesting Requirements. Subject to the “Forfeiture of RSUsRestricted Stock” paragraph below, the RSUs do not provide you with any rights or interest therein until they will become vested under one or more of the following circumstances (each such date a “Vesting Date”): • in one-third (1/3) increments 100% of the RSUs outstanding on the first, second and third anniversaries anniversary of the Original Grant Date of Xxxxx Grant, provided you are still employed on with the applicable anniversaryCompany; • 2566% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment is involuntarily terminated by reason of a reduction in force, on or after the first anniversary and prior to the second anniversary of the Date of Xxxxx; • 50% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligibleoutstanding, if your employment is involuntarily terminated by reason of due to an involuntary termination in connection with a reduction in force, force on or after the second anniversary and of the Original Grant Date but prior to the third anniversary of the Date of XxxxxOriginal Grant Date; and • 100% of the then-remaining outstanding RSUs on the earliest to occur outstanding, if your employment is terminated prior to the third anniversary of the Date of Grant of: (a) due to death or disability, or upon the occurrence of a “Change in Control.” In addition, if you are eligible for “Retirement” prior to the third anniversary of the Original Grant Date, 66% of the then outstanding RSUs will vest on the date you are “Retirement” eligible on or after the second anniversary of termination the Original Grant Date (such date shall also be a “Vesting Date”). For this purpose, “Retirement” means attaining age 60 and completing 10 years of your employment from B&W due to death, (b) your disability (as defined in service with the Plan) or (c) the date a change in control (as defined in the Plan) occurs; and • the Company. The Committee may provide for additional vesting under other circumstancesmay, in its sole discretion. For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction in force” means a termination of employment due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being “retirement eligible” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third incrementprovide for additional vesting. Forfeiture of RSUs. RSUs which are not and do not become vested as provided above in the paragraphs under “Vesting Requirements” upon your termination of employment shall, coincident therewith, terminate and be of no force or effect. In the event that (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&Wthe Company, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are forfeited, terminated and withdrawn immediately upon such conviction or notice of such determination. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions Payment of this paragraph are RSUs. RSUs shall be paid in addition to shares of Company common stock, which shares shall be distributed as soon as administratively practicable, but in no event later than 30 days, after the provisions under the heading “Clawback Provisions” belowVesting Date.
Appears in 1 contract
Vesting Requirements. Subject to the “Forfeiture of RSUsRestricted Stock” paragraph below, the RSUs do not provide you with any rights or interest therein until they become vested. The RSUs will become vested under one or more of the following circumstances (each such date a “Vesting Date”): • in In one-third (1/3) increments on each of the first, second and third anniversaries of the Date of Xxxxx provided you are still employed on the applicable anniversaryOriginal Grant Date; • 25% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) outstanding, if you are not then retirement eligible, your employment is involuntarily terminated by reason of due to an involuntary termination in connection with a reduction in force, force on or after the first anniversary and of the Original Grant Date but prior to the second anniversary of the Date of XxxxxOriginal Grant Date; • 50% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligibleoutstanding, if your employment is involuntarily terminated by reason of due to an involuntary termination in connection with a reduction in force, force on or after the second anniversary and of the Original Grant Date but prior to the third anniversary of the Date of XxxxxOriginal Grant Date; and • 100% of the then-remaining outstanding RSUs on the earliest to occur outstanding, if your employment is terminated prior to the third anniversary of the Date of Grant of: (a) the date of termination of your employment from B&W due to deathdeath or disability, (b) your disability (as defined or upon the occurrence of a “Change in the Plan) or (c) the date a change in control (as defined in the Plan) occurs; and • the Control.” The Committee may provide for additional vesting under other circumstancesmay, in its sole discretion, provide for additional vesting. For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction in force” means force shall mean a termination of employment due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Compensation Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being “retirement eligible” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third increment. Forfeiture of RSUs. RSUs which are not and do not become vested upon your termination of employment shall, coincident therewith, terminate and be of no force or effect. In the event that (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&Wthe Company, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are forfeited, terminated and withdrawn immediately upon such conviction or notice of such determination. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions Payment of this paragraph are RSUs. RSUs shall be paid in addition to shares of Company common stock, which shares shall be distributed as soon as administratively practicable, but in no event later than 30 days, after the provisions under the heading “Clawback Provisions” belowVesting Date.
Appears in 1 contract
Vesting Requirements. Subject to the “Forfeiture of RSUs” paragraph below, RSUs DSUs do not provide you with any rights or interest therein until they become vested under one or more on the Vesting Date, which is the earliest of the following circumstances (following: o ____% on each such date a “Vesting Date”): • in one-third (1/3) increments on of the first, second and third ____ through ____ anniversaries of the Date of Xxxxx Grant, provided you are still employed on have continued in employment with the applicable anniversaryCompany through such anniversary or anniversaries; • 25% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment is involuntarily terminated by reason of a reduction in force, on or after the first anniversary and prior to the second anniversary of the Date of Xxxxx; • 50% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, if your employment is involuntarily terminated by reason of a reduction in force, on or after the second anniversary and prior to the third anniversary of the Date of Xxxxx; • o 100% of the then-remaining outstanding RSUs on the earliest to occur prior to the third anniversary of the Date of Grant of: (a) the date of upon your termination of your employment from B&W due to death, (b) total and permanent disability, or normal retirement under a funded or unfunded retirement plan or arrangement of the Company or any subsidiary; o At the sole discretion of the Committee upon your disability (termination of employment by reason of dismissal for the convenience of the Company or early retirement under a funded or unfunded retirement plan or arrangement of the Company or any subsidiary; o Upon the occurrence of a "Change In Control" as defined in the Plan) or (c) the date a change in control (as defined in the Plan) occurs; and • the Committee may provide for additional vesting under other circumstances, in its sole discretion. For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction in force” means a termination of employment due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being “retirement eligible” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third increment. Forfeiture of RSUsDSUs. RSUs DSUs which are not and do will not become vested upon at or following your termination of employment shall, coincident therewith, terminate and be of no force or effect. In addition, in the event that (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&Wthe Company, as determined in the sole judgment of the Committee, then all RSUs DSUs and all rights or benefits awarded to you under this grant of RSUs DSUs are forfeited, terminated and withdrawn immediately upon such conviction or notice of such determination. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions Payment of this paragraph are DSUs. Except as otherwise provided below in addition the section entitled "Change in Control", vested Performance Units shall be paid in cash, in an amount equal to the provisions average of the highest and lowest sales price of a share of Company common stock on the Vesting Date. Payment shall be made as soon as administratively possible after the applicable Vesting Date. Tax Consequences ---------------- The Company has been advised that, in the opinion of counsel, the grants awarded hereunder will have the following tax consequences under the heading “Clawback Provisions” belowpresent U. S. Federal tax laws and regulations: You will not realize income on the grant of DSUs. The payment of the value of vested DSUs is considered wages paid to you by your employer, will be subject to applicable income and employment tax withholding and will be included in your taxable income and reported on IRS Form W-2 in the tax year in which they vest. Transferability --------------- DSUs granted hereunder are non-transferable other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order. Securities and Exchange Commission Requirements ----------------------------------------------- If you are a Section 16 insider, this type of transaction must be reported on a Form 4 before the end of the second (2nd) business day following the Date of Grant. Please be aware that if you are going to reject the grant, you should do so immediately after the Date of Grant to avoid potential Section 16 liability. Please advise Kathy Peres and Renee Hack immediately by e-mail, fax or telephone ix xxx xxxxxd to xxxxxt this grant. Absent such notice of rejection, the Company will prepare and file the required Form 4 on your behalf within the required two business day deadline. Those of you covered by these requirements will have already been advised of your status. Others may become Section 16 insiders at some future date, in which case reporting will be required at that time. Other Information ----------------- Neither the action of the Company in establishing the Plan, nor any action taken by it, by the Committee or by your employer, nor any provision of the Plan or this Agreement shall be construed as conferring upon you the right to be retained in the employ of the Company, Inc. or any of its subsidiaries or affiliates.
Appears in 1 contract
Vesting Requirements. Subject to the “Forfeiture of RSUsRestricted Stock” paragraph below, the RSUs do not provide you with any rights or interest therein until they will become vested under one or more of the following circumstances (each such date a “Vesting Date”): • in one-third (1/3) increments 100% of the RSUs outstanding on the first, second and third anniversaries anniversary of the Original Grant Date of Xxxxx Grant, provided you are still employed on with the applicable anniversaryCompany; • 2533% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) outstanding, if you are not then retirement eligible, your employment is involuntarily terminated by reason of due to an involuntary termination in connection with a reduction in force, force on or after the first anniversary and of the Original Grant Date but prior to the second anniversary of the Date of XxxxxOriginal Grant Date; • 5066% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligibleoutstanding, if your employment is involuntarily terminated by reason of due to an involuntary termination in connection with a reduction in force, force on or after the second anniversary and of the Original Grant Date but prior to the third anniversary of the Date of XxxxxOriginal Grant Date; and • 100% of the then-remaining outstanding RSUs on the earliest to occur outstanding, if your employment is terminated prior to the third anniversary of the Date of Grant of: (a) due to death or disability, or upon the occurrence of a “Change in Control.” In addition, if you are eligible for “Retirement” prior to the third anniversary of the Original Grant Date, 33% of the then outstanding RSUs will vest on the date you are “Retirement” eligible on or after the first anniversary of termination the Original Grant Date, and 66% of your employment from B&W due to death, (b) your disability (as defined in the Plan) or (c) then outstanding RSUs will vest on the date you are “Retirement” eligible on or after the second anniversary of the Original Grant Date (each such date shall also be a change in control (as defined in “Vesting Date”). For this purpose, “Retirement” means attaining age 60 and completing 10 years of service with the Plan) occurs; and • the Company. The Committee may provide for additional vesting under other circumstancesmay, in its sole discretion. For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction in force” means a termination of employment due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being “retirement eligible” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third incrementprovide for additional vesting. Forfeiture of RSUs. RSUs which are not and do not become vested upon your termination of employment shall, coincident therewith, terminate and be of no force or effect. In the event that (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&Wthe Company, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are forfeited, terminated and withdrawn immediately upon such conviction or notice of such determination. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions Payment of this paragraph are RSUs. RSUs shall be paid in addition to shares of Company common stock, which shares shall be distributed as soon as administratively practicable, but in no event later than 30 days, after the provisions under the heading “Clawback Provisions” belowVesting Date.
Appears in 1 contract
Vesting Requirements. Subject to the “Forfeiture of RSUs” paragraph provision below, RSUs do not provide you with any rights or interest therein until they become vested under one or more of the following circumstances (each such date circumstance a “Vesting Date”): • in one-third (1/3) increments on the first, second and third anniversaries of the Date of Xxxxx provided you are still employed on the applicable anniversary; • 25% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment is involuntarily terminated by reason of a reduction in force, on or after the first anniversary and prior to the second anniversary of the Date of Xxxxx; • 50% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, if your employment is involuntarily terminated by reason of a reduction in force, on or after the second anniversary and prior to the third anniversary of the Date of Xxxxx; • 100% of the then-remaining outstanding RSUs on the earliest to occur prior to the third anniversary of the Date of Grant of: (a) the date of termination of your employment from B&W due to death, (b) your disability (as defined in the Plan) or (c) the date a change in control (as defined in the Plan) occurs; and • the Committee may provide for additional vesting under other circumstances, in its sole discretion. For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction in force” means a termination of employment due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being “retirement eligible” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third increment. Forfeiture of RSUs. RSUs which are not and or do not become vested upon your termination of employment shall, coincident therewith, terminate and be of no force or effect. In the event that (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&W, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are forfeited, terminated and withdrawn immediately upon such conviction or notice of such determination. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions of this paragraph are in addition to the provisions under the heading “Clawback Provisions” below.
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Vesting Requirements. Subject to the “Forfeiture of RSUs” paragraph below, RSUs do not provide you with any rights or interest therein until they become vested under one or more of the following circumstances (each such date a “Vesting Date”): • in one-third (1/3) increments on the first, second and third anniversaries of the Date of Xxxxx Grant, provided that you are still employed with the Company on the applicable anniversary; • 25% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, your employment with the Company is involuntarily terminated by reason of a reduction Reduction in force, Force on or after the first anniversary and prior to the second anniversary of the Date of XxxxxGrant; • 50% of the then-remaining outstanding RSUs (a) on your being or becoming retirement eligible or (b) if you are not then retirement eligible, if your employment with the Company is involuntarily terminated by reason of a reduction Reduction in force, Force on or after the second anniversary and prior to the third anniversary of the Date of XxxxxGrant; • 100% of the then-remaining outstanding RSUs on the earliest to occur prior to the third anniversary of the Date of Grant of: (a1) the date of termination of your employment from B&W the Company due to deathdeath or (2) your Disability; and • If a Change in Control of the Company occurs, and (i) this Agreement is not assumed by the surviving company or (ii) this Agreement is assumed by the surviving company and, during the three-year period following the Change in Control, (bA) if you terminate your disability employment for “Good Reason” (as defined in the Plan) below), or (cB) the date a change in control you are involuntarily terminated for reasons other than for “Cause” (as defined in below), then 100% of the Plan) occurs; and • the Committee may provide for additional vesting under other circumstances, in its sole discretionthen-remaining outstanding RSUs will become fully vested. For purposes of this Agreement, (a) “retirement eligible” means at least 60 years of age with 10 or more years of service with B&W and (b) a “reduction Reduction in forceForce” means shall mean a termination of employment with the Company due to elimination of a previously required position or previously required services, or due to the consolidation of departments, abandonment of plants facilities or offices, technological change or declining business activities, where such termination is intended to be permanent; or under other circumstances which the Committee, in accordance with standards uniformly applied with respect to all similarly situated employees, designates as a reduction in force. For the sole purpose purposes of calculating the number of RSUs that vest in one-third increments, any RSUs that vest as a result of your being this Agreement “retirement eligibleCause” will be treated as an acceleration of the RSUs that are otherwise scheduled to vest in connection with the next one-third increment. Forfeiture of RSUs. RSUs which are not and do not become vested upon your termination of employment shall, coincident therewith, terminate and be of no force or effect. In the event that (a) you are convicted of means: (i) your continued failure to perform substantially your duties with the Company (occasioned by reason other than your physical or mental illness, death or disability) after a felony written demand for substantial performance is delivered to you by the Committee which specifically identifies the manner in which the Committee or the Chief Executive Officer believes that you have not substantially performed your duties, after which you shall have 30 days to defend or remedy such failure to substantially perform your duties; (ii) the engaging by you in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (iii) your conviction of, with no further possibility of appeal for, or plea of guilty or nolo contendere by you to, any felony. The cessation of your employment under items (i) and (ii) of this paragraph shall not be deemed to be for “Cause” unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Committee at a meeting of the Committee called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity, together with counsel, to be heard before the Committee), finding that, in the good faith opinion of the Committee, you are guilty of the conduct described in items (i) or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of B&W, as determined in the sole judgment of the Committee, then all RSUs and all rights or benefits awarded to you under this grant of RSUs are forfeited, terminated and withdrawn immediately upon such conviction or notice of such determination. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to such matters. The forfeiture provisions of this paragraph are paragraph, and specifying the particulars thereof in addition to the provisions under the heading “Clawback Provisions” belowdetail.
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Samples: Restricted Stock Unit Grant Agreement (McDermott International Inc)
