Vesting; Settlement Clause Samples

Vesting; Settlement. The RSUs shall become vested in accordance with the schedule set forth on the Award Notice. The Company shall deliver to the Participant one share of Common Stock for each RSU (as adjusted under the Plan) which becomes vested in a given calendar year, pursuant to Section 12, below, and such vested RSU shall be cancelled upon such delivery, provided, that any RSUs which become vested on or during the six-month period following the IPO shall be settled as soon as practicable (but within 30 days) after the date that is six months and one day following the IPO.

Vesting; Settlement. (a) Subject to the Colleague’s continued employment with the Company or any Subsidiary or Designated Associate Company through the Vesting Date and the other requirements in this Section 3.2, the Earned Performance Shares shall vest on the Vesting Date and become payable in accordance with Section 3.2(k) below. (b) In the event of the Colleague’s Termination of Service, any unvested Earned Performance Shares will be forfeited immediately by the Colleague, subject to, and except as otherwise specified in, and subject to the terms and conditions of the other subsections of this Section 3.2. (c) In the event of the Colleague’s Termination of Service on or after December 31, 2021 and prior to the Vesting Date due to a Qualifying Retirement, the Earned Performance Shares shall vest on the Vesting Date, subject to the Colleague’s compliance with the restrictive covenants and other obligations contemplated under Article VI of this Agreement. (d) In the event of the Colleague’s Termination of Service prior to the Vesting Date for reasons other than a termination by the Employer for Cause, Good Reason resignation, or Qualifying Retirement, or as otherwise set forth in this Section 3.2, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of the Earned Performance Shares in a manner that does not contravene the BCA. If no determination is made as of the Termination Date, then the Earned Performance Shares shall, to the extent not then vested, be immediately forfeited by the Colleague. (e) In the event of the Colleague’s (i) Termination of Service without Cause by the Company or (ii) Termination of Service by the Colleague for Good Reason, in each case, within the 24-month period following the effective date of a Change of Control (including for the avoidance of any doubt, the BCA Effective Date), any Earned Performance Shares shall fully vest. (f) In the event of the Colleague’s (i) Termination of Service without Cause by the Company or (ii) Termination of Service by the Colleague for Good Reason prior to a Change of Control or after the 24-month period following the effective date of a Change of Control (including for the avoidance of any doubt, the BCA Effective Date), one year of additional service credit will be applied to the Colleague’s period of service. If after giving effect to this additional service credit, the Colleague would have been employed through the Vesting Date, the Colleague will vest in the PRSUs with respect to...

Vesting; Settlement. As promptly as practicable (and, in no event more than two and one-half (2-1/2) months) following the last day of the Performance Period, the Committee shall determine (i) whether and to what extent the Performance Condition has been achieved (the date of such determination, the “Determination Date”) and (ii) the number of PSUs that shall be deemed earned, if any. The earned PSUs, if any, shall become vested as of the last day of the Performance Period, subject to the Participant’s continued employment through such date. Following the Determination Date, the Company shall deliver to the Participant one Share for each vested PSU in accordance with Section 8. Any PSU which does not become vested as of the last day of the Performance Period shall be forfeited without consideration or any further action by the Participant or the Company.

Vesting; Settlement. (a) Subject to the Associates’ continued employment with the ▇▇▇▇▇▇ Group through the applicable vesting date (set forth in the left column), the Earned Performance Shares shall vest as follows and become payable in accordance with Section 3.2(g) below: Date Earned Performance Shares Become Vested Shares that Become Vested First anniversary of Grant Date [INSERT DATE] [INSERT]% Second anniversary of Grant Date [INSERT DATE] [INSERT]% Third anniversary of Grant Date [INSERT DATE] [INSERT]% (b) In the event of a termination of the Associate’s employment with ▇▇▇▇▇▇ Group any unvested Earned Performance Shares will be forfeited immediately by the Associate, subject to, and except as otherwise specified within, the terms and conditions of Sections 3.2(c) to 3.2(e) below. (c) In the event of a termination of the Associate’s employment as a result of death or Permanent Disability, the RSUs shall become fully vested with respect to all Earned Performance Shares on the termination date. (d) In the event of a termination of the Associate’s employment for reasons other than death, Permanent Disability or Cause, the Committee may, in its discretion accelerate the vesting of the RSUs over Earned Performance Shares as to all or a portion of the Earned Performance Shares subject thereto. If no determination is made as of the date of termination, then the Earned Performance Shares shall, to the extent not then vested be immediately forfeited by the Associate. (e) In the event of a Change of Control (as defined in the Agreement), the RSUs shall not automatically vest and the Committee shall have the sole discretion to accelerate the vesting of unvested Earned Performance Shares without regard to whether the Earned Performance Shares are assumed or substituted by a successor company. (f) The Associate agrees to execute and deliver the following agreements or other documents in connection with the grant of the RSUs within the period set forth below: (i) the Associate must execute the Agreement of Restrictive Covenants and Other Obligations pursuant to Article VI below, if applicable, and deliver it to the Company within 45 days of the Grant Date; (ii) the Associate must execute the form of joint election as described in Schedule B for the United Kingdom and deliver it to his employing company within 45 days of the Grant Date; and (iii) the Associate must execute the RSU Award Agreement Acceptance Form and deliver to the Company within 45 days of the Grant Date. (g) The Comm...

Vesting; Settlement. The PBRSUs shall vest as set forth below. The PBRSUs will vest on the third anniversary of the Grant Date (the “Vesting Date”); provided: i) The Company achieves the corporate goals set forth on Schedule A (the “Corporate Goals”) by the date set forth on Schedule A (the “Goal Completion Date”). The actual number of PBRSUs that shall be earned and that shall vest shall be determined in accordance with the terms set forth on Schedule A; and ii) Participant is continuously an Employee of the Company or any of its Affiliates (the Company and its Affiliates hereinafter referred to as “THG”) throughout the period from the Grant Date to the Vesting Date. The determination of (i) whether and to the extent the Corporate Goals set forth on Schedule A have been achieved, and (ii) any adjustment to the actual number of PBRSUs earned and vested, shall be in the sole and absolute discretion of the Administrator. All decisions by the Administrator shall be final and binding upon Participant. To the extent the PBRSUs are intended to qualify for the performance-based compensation exception under Section 162(m), the Agreement shall be construed and administered in accordance with Section 162(m). As soon as reasonably practicable following the vesting of the PBRSUs, but in no event later than 60 days following vesting, the Company shall issue the Shares to Participant. Any fractional share shall be rounded down such that only whole shares are issued. In the event the Vesting Date falls on a non-business day (weekend or holiday on which banks are not generally open in the Commonwealth of Massachusetts), the Vesting Date shall be the next following business day.

Vesting; Settlement. Except as otherwise provided herein or otherwise determined by the Committee, the RSUs granted hereunder will become vested and settled as follows:

Vesting; Settlement. (a) Except as may otherwise be provided herein, subject to the Participant’s continued employment with, or engagement to provide services to, the Company and any of its Affiliates, the RSUs shall vest as follows: [_____] (any date on which RSUs vest, a “Vesting Date”). Upon vesting, the RSUs shall no longer be subject to the transfer restrictions pursuant to Section 14(b) of the Plan or cancellation pursuant to Section 4 hereof. (b) Each RSU shall be settled within 10 days following the Vesting Date in shares of Common Stock.

Vesting; Settlement. (a) Except as may otherwise be provided herein, the RSUs shall vest [in equal installments on each of the first [●] anniversaries] of the Date of Grant (each such date, a “Vesting Date”), subject to the Participant’s continued employment with, appointment as a director of, or engagement to provide services to, the Company or any of its Affiliates through the applicable Vesting Date. Any fractional RSU resulting from the application of the vesting schedule shall be aggregated and the RSU resulting from such aggregation shall vest on the final Vesting Date. Upon vesting, the RSUs shall no longer be subject to cancellation pursuant to Section 4 hereof. (b) Each RSU shall be settled within 10 days following the Vesting Date in shares of Common Stock.

Vesting; Settlement. (a) The RSUs shall become vested in accordance with the schedule set forth on the Award Notice. The Company shall deliver to the Participant one Share for each RSU (as adjusted under the Plan) as soon as practicable and no later than twenty (20) business days following the applicable vesting date, subject to Section 4(b) below, and such vested RSU shall be cancelled upon such delivery. (b) If permitted by the Company, the Participant may elect, subject to the terms and conditions of the Plan and any other applicable written plan or procedure adopted by the Company from time to time for purposes of such election, to defer the distribution of all or any portion of the Shares that would otherwise be distributed to the Participant hereunder (the “Deferred Shares”), consistent with the requirements of Section 409A of the Code. Upon the earning of RSUs that have been so deferred, the applicable number of Deferred Shares will be credited to a bookkeeping account established on the Participant’s behalf (the “Account”). Subject to Section 3, the number of Shares equal to the number of Deferred Shares credited to the Participant’s Account will be distributed to the Participant in accordance with the terms of the Plan and the other applicable written plans or procedures of the Company, consistent with the requirements of Section 409A of the Code. (c) The Participant will be solely liable for all federal, state, local, foreign and other tax obligations related to the RSUs (collectively, “Tax-Related Items”), and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or settlement of the RSUs or the subsequent sale of any Shares and (ii) does not commit to structure the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. The Participant acknowledges that the Company has encouraged the Participant to consult the Participant’s own adviser regarding the tax consequences of the Award, and that the Participant is not relying on the Company or its Affiliates or agents for tax advice. (d) The Company shall pay any costs incurred in connection with issuing the Shares. Upon the issuance of the Shares to the Participant, the Participant’s Unit Account shall be eliminated. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue or transfer the Shares as contemplated by this Agreement unless and until such issuance or...