Vesting Rules Sample Clauses

Vesting Rules. The following rules apply in connection with determining whether the EBITDA Targets set forth in the table above (as they may be adjusted as described above) have been satisfied with respect to the Option: 1. With respect to each fiscal year, the determination of EBITDA shall be made by the Board (or any committee delegated such authority by the Board) promptly after the independent auditors of the Company have delivered their audit report with respect to such fiscal year to the Board and will be based upon the financial information reflected in such audited financial statements. 2. No portion of the Shares subject to the Option shall vest with respect to any particular fiscal year unless the Lower Bound EBITDA target with respect to such fiscal year has been achieved. 3. If the Lower Bound EBITDA target is achieved at the end of a specified fiscal year, but the Upper Bound EBITDA is not achieved, and the Participant remains continuously employed by the Company or its Subsidiaries through the end of such fiscal year, then, subject to paragraph 5 below, the Option will vest and become exercisable with respect to 10% of the Shares subject to the Option. 4. If the Upper Bound EBITDA target is achieved at the end of a specified fiscal year and the Participant remains continuously employed by the Company or its Subsidiaries through the end of such fiscal year, the Option will vest with respect to 20% of the Shares subject to the Option. 5. In the event that actual EBITDA of a specified fiscal year falls between the Lower Bound and Upper Bound EBITDA targets for such fiscal year and the Participant remains continuously employed by the Company or its Subsidiaries through the end of such fiscal year, the percentage of Shares subject to the Option that shall vest at the end of such fiscal year will be determined based on a straight-line interpolation calculation between the percentages described in paragraphs 3 and 4 above. 6. The unvested portion of the Option of the Participant that was eligible to vest but did not so vest in previously completed fiscal years may also vest and become exercisable on a “catch-up” basis at the end of each of FY09, FY10, FY11 and FY12 if the Participant remains continuously employed by the Company or its Subsidiaries through the end of any such applicable subsequent fiscal year. To determine whether such unvested portion of the Option will vest on a “catch up” basis, at the end of FY09, FY10, FY11 or FY12, the applicable Cumulative L...

Vesting Rules. (See Article 4 of the BPD)

Vesting Rules. Your ability to receive a payment in respect of an RSU will depend upon the vesting provisions associated with the RSU. Subject to the Tax Deferral Opportunity discussion set forth in Section (4) below, your RSUs will be paid to you as they become vested. In the event that you terminate employment or are no longer in the service of the Company for any reason other than (i) death while in the employ of the Company or any Subsidiary or while serving as a member of the Board, (ii) on account of Total and Permanent Disablement, or (iii) a termination of employment within one year after a Change of Control of the Company (as such terms are defined in the Standard Terms and Conditions or the Plan) for any reason other than for Cause (as defined in the Standard Terms and Conditions), death, Total and Permanent Disablement, or voluntary resignation by you, all of your then-unvested RSUs will be forfeited. If your employment or service with the Company was terminated for one of the three reasons set forth above, your then-unvested RSUs would become fully vested as of the date of the termination of employment or service and, subject to the deferral features set forth below, you would receive a payment in respect of the RSUs based upon their value at the time of your termination of employment or service. Your RSUs will be subject to the following vesting schedule: Anniversary of the Grant Date % of RSUs to Vest

Vesting Rules. Vesting: [Plan Sec. 10.2(e)]

Vesting Rules. Notwithstanding the requirements of the Vesting Schedule and Paragraph D above, the Employees shall become 100% vested in the Restricted Shares if the Employee provides continuous services to the Company and/or any Affiliate following the Grant Date through the date of any of the earlier events listed below: (a) in the event of the Employee’s involuntary Termination of Employment without Cause; or (b) in the event of the Employee’s Termination of Employment due to a resignation for Good Reason. The Restricted Shares which have satisfied (or are deemed to have satisfied) the conditions of the Vesting Schedule are herein referred to as the “Vested Shares.” Any portion of the Restricted Shares which have not become Vested Shares in accordance with this Paragraph E. before or at the time of Employee’s Termination of Employment shall be forfeited. There will be no proration of the Vesting Schedule for partial years of service.

Vesting Rules. The Employee shall continue to have the opportunity to vest in Restricted Shares so long as the Employee remains in the continuous service of the Company and its Affiliates without incurring a Termination of Employment or, if earlier, until . Notwithstanding the requirements of the Performance-Based Vesting Schedule, the Performance Goals will be deemed satisfied as to all of the Restricted Shares if the Employee provides continuous services to the Company and/or any Affiliate following the Grant Date through the date of any of the earlier events listed below: (a) in the event of the Employee’s involuntary Termination of Employment without Cause; or (b) in the event of the Employee’s Termination of Employment due to a resignation for Good Reason. The Restricted Shares which have satisfied (or are deemed to have satisfied) the conditions of the Vesting Schedule are herein referred to as the “Vested Shares.” Any portion of the Restricted Shares which have not become Vested Shares in accordance with this Paragraph E. before or at the time of Employee’s Termination of Employment shall be forfeited. There will be no proration of the Performance-Based Vesting Schedule for partial years of service.

Vesting Rules. Your right to the shares subject to this Award shall become vested and nonforfeitable as to one third (33 1/3%) of the shares covered by this Award Agreement upon each of the three anniversaries of the annual meeting of the Company’s shareholders following the date of this Award Agreement, subject to acceleration as provided in the Plan and in Section 4 below, to any shareholder approval condition in the Plan, and to the your completion of each of the three one-year periods of continuous service not ending before the vesting date. In the event that you terminate service to the Company for any reason other than your Retirement, Disability, or death, any shares not vested will be permanently forfeited.

Vesting Rules. Your ability to receive a payment in respect of an RSU will depend upon the vesting provisions associated with the RSU. Subject to the Tax Deferral Opportunity discussion set forth in (4), below, your RSU’s will be paid to you as they become vested. In the event that you terminate employment for any reason other than (i) death, (ii) disability, (iii) retirement or (iv) a termination after a Change-in-Control of the Company (as defined in the Standard Terms and Conditions) for any reason other than for Cause (as defined in the Standard Terms and Conditions) or voluntary resignation by the Participant, all of your previously unvested RSU’s will be forfeited. If you were to terminate employment for one of the four reasons set forth above, your previously unvested RSU’s would become fully vested as of the date of the termination of employment and, subject to the deferral features set forth below, you will receive a payment in respect of the RSU’s based upon their value at the time of your termination of employment. If you are a “key employee”, as defined in applicable Federal tax law, the Company shall be entitled to defer payment to you for six months following the date of your termination of employment. If you have not terminated employment, your RSU’s will be subject to the following vesting schedule: On or before 0 % On or after but before 25 % On or after but before 50 % On or after but before 75 % On or after 100 %

Vesting Rules. Your ability to receive a payment in respect of an RSU will depend upon the vesting provisions associated with the RSU. Your RSUs will be paid to you as they become vested as set forth below in the Standard Terms and Conditions. Except as specifically set forth in this Agreement, in the event that you terminate employment or are no longer in the service of the Company for any reason, all of your then-unvested RSUs will be forfeited. Your RSUs will vest pursuant to the Vesting Schedule attached hereto. By executing this Agreement, you hereby agree that the grant of your RSU award is subject to all the provisions of Plan, the Vesting Schedule, and to the Standard Terms and Conditions. Should you have any questions with respect to this document or the rules pertaining to the RSU, please contact a Company representative. By: By: Name: Name: Title: Address: These Standard Terms and Conditions apply to any Award of Restricted Stock Units granted to a Participant under The Advisory Board Company Inducement Stock Incentive Plan for ▇▇▇▇▇▇ Employees (the “Plan”), which are evidenced by an Award Agreement for Restricted Stock Units or an action of the Administrator that specifically refers to these Standard Terms and Conditions. Certain capitalized terms not otherwise defined herein are defined in the Plan.