Vesting Upon Sample Clauses

Vesting Upon. “Change of Control”: In the event of a “Change of Control”, as defined in Paragraph 14 of the Existing Agreement, the Retirement Benefit shall fully vest, effective as of the “Date of Change of Control”, as defined in Paragraph 15 of the Existing Agreement, provided that, as of the Date of Change of Control: (a) Executive shall be in compliance with Executive’s obligations under the Existing Agreement and under this Agreement; and, (b) Executive shall be employed as Chief Lending Officer of Bank. The parties acknowledge that the “Date of Change of Control” shall include the deemed “Date of Change of Control” as defined with respect to Executive’s termination in the last paragraph of Paragraph 15 of the Existing Agreement.
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Vesting Upon. “Change of Control”: In the event of a “Change of Control,” as defined in Section 5(b) of the Existing Agreement, the Retirement Benefit shall fully vest, effective as of the date of the Change of Control, provided that, as of the xxxx of the Change of Control: (a) Executive shall be in compliance with Executive’s obligations under the Existing Agreement and under this Agreement; and (b) Executive shall be employed as Executive Vice President and Chief Financial Officer of the Corporation and of the Bank.”
Sample 1
Vesting Upon a Change of Control of the Company. Notwithstanding the vesting schedule in Section 1.4(b) above, (i) all shares of Stock granted to the Executive pursuant to Section 1.4(a) hereof shall vest in the Executive immediately upon a Change in Control of the Company if Executive is then employed by the Company on the date of such a Change in Control of the Company; and (ii) in the event of the Executive's death or disability prior to the fourth anniversary of the date of this Agreement, a pro rata portion (based on the number of days elapsed from the immediately preceding anniversary to the date of death or disability divided by 365) of the Stock that would have vested on the next succeeding anniversary shall vest as of the date of death or disability.
Sample 1
Vesting Upon a Change-in-Control. Notwithstanding any other provision hereof, in the event of a "Change-in-Control" of the Company, the Option shall become vested and exercisable with respect to 100% of the shares of Stock subject to the Option, provided the Employee's "Employment Relationship" (as defined in Section 8 hereof) with the Company has not terminated on or before the effective date of such "Change-in-Control". For purposes of this Agreement, the term "Change-in-Control" shall have the meaning provided in the "Executive Severance Agreement" dated August 14, 1997, as the same may be amended, that is then in effect with respect to the Employee. If the Executive Severance Agreement is not in effect on the date an alleged Change-in-Control occurs or if the executive Severance Agreement has been amended so that the term "Change-in-Control" or its equivalent is not defined therein, then the definition of the term "Change-in-Control" as set forth in the Plan shall apply.
Sample 1
Vesting Upon. Termination During the Four-Year Performance Period. If (i) the Employee's "Employment Relationship" with the Company (as defined in Section 8 hereof) terminates during the four-year Performance Period and after August 14, 1999 by reason of death, disability (as such term is defined in the Executive Severance Agreement described in Section 4(a) hereof), "Retirement" (as defined in Section 5(b) hereof), or termination "Without Cause" (as such term is defined in the Executive Severance Agreement described in Section 4(a) hereof), and (ii) the Employee is not vested and exercisable with respect to 100% of the shares of Stock subject to the Option, then the Option shall, on the date of such termination, become vested and exercisable with respect to the following percentage of the shares of Stock subject to the Option, reduced by the percentage of the shares of Stock subject to the Option which had become vested and exercisable prior to the Employee's termination. For this purpose, the percentages set forth in the following table shall be pro rated on a fully completed monthly basis if the Employee's termination occurs during the third or fourth years of the Performance Period.
Sample 1

Related to Vesting Upon

  • Forfeiture upon Termination of Status as a Service Provider Notwithstanding any contrary provision of this Award Agreement, the balance of the Restricted Stock Units that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately terminate.

  • Exercise Period Upon Death or Disability If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

  • Vesting and Exercisability of Option The Option shall vest, and may be exercised, with respect to the Shares as set forth in the Optionee Statement attached hereto and made a part hereof, subject to earlier termination of the Option as provided in Sections 1.4 and 6 hereof or in the Plan. The right to purchase the Shares as they become vested shall be cumulative and shall continue during the Exercise Term unless sooner terminated as provided herein.

  • Vesting Date All remaining shares of Restricted Stock will become vested on the Vesting Date.

  • Vesting Period The vesting period of the Restricted Stock (the “Vesting Period”) begins on the Grant Date and continues until such date as is set forth on Schedule A as the date on which the Restricted Stock is fully vested. On the first Annual Vesting Date following the date of this Agreement and each Annual Vesting Date thereafter the number of shares of Restricted Stock equal to the Annual Vesting Amount shall become vested, subject to earlier forfeiture as provided in this Agreement. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. Except as permitted under Section 10, the shares of Restricted Stock for which the applicable Vesting Period has not expired may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered (whether voluntary or involuntary or by judgment, levy, attachment, garnishment or other legal or equitable proceeding). The Employee shall not have the right to receive cash dividends paid on shares of Restricted Stock for which the applicable Vesting Period has not expired. In lieu thereof, the Employee shall have the right to receive from the Company an amount, in cash, equal to the cash dividends payable on shares of Restricted Stock for which the applicable Vesting Period has not expired, provided the Employee is employed by the Company on the payroll date coinciding with or immediately following the date any such cash dividends are paid on the Restricted Shares. The Employee shall have the right to vote the Restricted Stock, regardless of whether the applicable Vesting Period has expired.

  • Vesting of Option The Option shall be 100% vested upon the date of grant.

  • Vesting Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

  • Vesting of the Option Subject to the Participant’s continued service to the Company through the applicable vesting date and the terms of the Plan, the Option shall vest in equal installments on each of the first five (5) anniversaries of the Date of Grant, such that twenty percent (20%) of the Option vests on each such anniversary (each, a “Vesting Date”). At any time, the portion of the Option which has become vested in accordance with the terms hereof shall be called the “Vested Portion.”

  • Forfeiture of Restricted Stock Units Except as provided in Section 3, if the Employee terminates employment prior to the satisfaction of the vesting requirements set forth in Section 2(a) above, any unvested Restricted Stock Units shall immediately be forfeited. The period of time during which the Restricted Stock Units covered by this Award are forfeitable is referred to as the “Restricted Period.”

  • Vesting of Restricted Stock Units The restrictions and conditions of Section 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in a Business Relationship (as defined in Section 3 below) on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Section 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. Incremental Number of Restricted Stock Units Vested Vesting Date _____________ (___%) ____________ _____________ (___%) ____________ _____________ (___%) ____________ The Administrator may at any time accelerate the vesting schedule specified in this Section 2.

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