Vesting; Forfeiture Clause Samples
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Vesting; Forfeiture. Participant shall vest in his rights under the Restricted Shares and any accumulated dividends described in Paragraph 5 hereof, and the Company’s right to reclaim such shares or dividends shall lapse, [INSERT VESTING SCHEDULE FROM ALTERNATIVES ATTACHED] (the “Vesting Date(s)”), provided that Participant remains continuously employed by or in the service of the Company from the Grant Date to such Vesting Date. Notwithstanding the foregoing, however, all Restricted Shares not then vested shall vest immediately if Participant’s employment with or service to the Company terminates due to Participant’s Disability or death. In the event of a Change of Control prior to vesting, the Plan Committee may, in its sole discretion, accelerate vesting. If Participant’s employment with or service to the Company terminates other than by reason of Disability or death, the Restricted Shares (to the extent not then vested) shall be forfeited as of the date Participant’s employment so terminates. As soon as administratively feasible following the vesting of the Restricted Shares, a Stock certificate evidencing the vested Restricted Shares, less the amount of Stock withheld pursuant to paragraph 7 hereof, shall be delivered without charge to the Participant, or his designated representative, free of all restrictions.
Vesting; Forfeiture. Notwithstanding anything in this agreement to the contrary, the Participant shall forfeit the Restricted Units and all of the Participants rights hereunder shall cease (unless otherwise provided for by the Committee in accordance with the Plan) in the event that either: (a) the Restricted Period expires prior to the Vesting Date or (b) the Participant is removed as director of the Corporation for cause.
Vesting; Forfeiture. (a) The Restricted Incentive Units that comprise the Subject Award shall be subject to a Performance Period that shall terminate on the Vesting Date based on the attainment and certification of the Performance Goal as described Schedule A; provided that Participant is in the continuous service of the Company or its Affiliates until such Vesting Date.
(b) The Restricted Incentive Units shall be forfeited to the Company at no cost to the Company if Participant’s employment or service with the Company or its Affiliates terminates prior to the termination of the Performance Period applicable to such Restricted Incentive Units; provided, however:
(i) if a Qualifying Termination occurs during the Performance Period and prior to the occurrence of a Change of Control that occurs following the date hereof, a Prorated Amount of the Restricted Incentive Units shall remain eligible for vesting on the Vesting Date, based on the attainment and certification of the Performance Goal as described Schedule A;
(ii) if a Change of Control occurs following the date hereof, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Period shall terminate; or
(iii) if, during the Performance Period, the Participant dies or he or she becomes disabled and qualified to receive benefits under the Company’s long-term disability plan, the Restricted Incentive Units shall become fully vested at the Target amount and the Performance Period shall terminate. Notwithstanding the foregoing, to the extent the Subject Award is subject to Section 409A, in no event shall any Units be delivered when Participant becomes disabled and qualified to receive benefits under the Company’s long-term disability plan unless Participant incurs a “disability” within the meaning of Treas. Reg. Section 1.409A-3(i)(4). Notwithstanding anything herein to the contrary, if, at the time of a Participant’s termination of employment or service with the Company or its Affiliates, such Participant is a “specified employee” (as defined in Section 409A of the Code), and the deferral of the commencement of any amount of the payments or benefits otherwise payable pursuant to the Plan is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then, to the extent permitted by Section 409A of the Code, such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Participant) will be defer...
Vesting; Forfeiture. Each Class P Common Unit of a Class P Limited Partner shall conditionally vest on the date that both the Class P Service Condition and the Class P Performance Condition applicable to such Class P Common Unit have been satisfied; provided, that, upon the earlier of (x) such Class P Limited Partner ceasing to be an Active Individual LP and (y) the last day of the Class P Performance Period, each such Class P Limited Partner’s unvested Class P Common Units shall be forfeited and cancelled except as follows:
(A) upon such Class P Limited Partner’s Withdrawal for Cause at any time pursuant to clause (A) of Section 8.3(a)(i) (Cause), all of the vested and unvested Class P Common Units held by such Class P Limited Partner shall be forfeited and cancelled;
(B) if the Class P Service Condition is satisfied on or prior to the effective date of any Withdrawal of such Class P Limited Partner resulting from Retirement but prior to the Class P Performance Condition being satisfied, all of the Class P Common Units held by such Class P Limited Partner shall be conditionally retained; provided that any Class P Common Units that have not satisfied the applicable Class P Performance Condition on or prior to the last day of the Class P Performance Period shall be forfeited and cancelled and any Class P Common Units that have satisfied the Class P Performance Condition on or prior to the last day of the Class P Performance Period shall be retained as Participating Class P Common Units;
(C) if the Class P Service Condition is satisfied on or prior to the effective date of such Class P Limited Partner’s Special Withdrawal or Withdrawal (other than any Withdrawal pursuant to clause (A) of Section 8.3(a)(i) (Cause) or pursuant to clause (C) of Section 8.3(a)(i) (Resignation) as a result of Retirement), all of the Class P Common Units held by such Class P Limited Partner shall be conditionally retained until the first anniversary of the effective date of such Withdrawal or Special Withdrawal; provided that any Class P Common Units that have not satisfied the applicable Class P Performance Condition on or prior to the earlier of (i) such first anniversary date or (ii) the last day of the Class P Performance Period shall be forfeited and cancelled; and provided, further, that any Class P Common Units that have satisfied the Class P Performance Condition on or prior to such date shall be retained as Participating Class P Common Units; and
(D) in the event of the death or Disability of...
Vesting; Forfeiture. The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. Except as otherwise set forth in the Grant Notice, the Plan or this Agreement, and unless the Administrator otherwise determines, in the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited (after taking into consideration any accelerated vesting which may occur in connection with such Termination of Service, if any).
Vesting; Forfeiture. (a) The Shares shall vest annually in equal increments over three years with the first vesting date being _______, 201__, subject to the Holder continuing to perform services for the Corporation as an [employee/director/advisor/consultant]. The Holder acknowledges that the certificate(s) evidencing the Shares will be issued in the name of the Holder and will be held by the Corporation until such time as the Shares are vested.
(b) Notwithstanding any other provision of this agreement, at the discretion of the Board of Directors or the Committee, all Shares subject to this agreement, whether vested or unvested, shall be immediately forfeited in the event any of the following events occur: [Employee Clawbacks]
(1) The Holder is dismissed as an employee based upon fraud, theft, or dishonesty, which is reflected in a written or electronic notice given to the employee;
(2) The Holder purchases or sells securities of the Corporation in violation of the Corporation’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect;
(3) The Holder breaches any duty of confidentiality including that required by the Corporation’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect;
(4) The Holder competes with the Corporation during a period of one year following termination of employment by soliciting customers located within, or otherwise where the Corporation is doing business within, any state, or where the Corporation expects to do business within three months following termination and, in this later event, the Holder has actual knowledge of such plans;
(5) The Holder recruits Corporation personnel for another entity or business within 24 months following termination of employment;
(6) The Holder is unavailable for consultation after termination of the Holder if such availability is a condition of any agreement between the Corporation and the Holder;
(7) The Holder fails to assign any invention, technology or related intellectual property rights to the Corporation if such assignment is a condition of any agreement between the Corporation and the Holder;
(8) The Holder acts in a disloyal manner to the Corporation; or
(9) A finding by the Board of Directors that the employee has acted against the interests of the Corporation.
Vesting; Forfeiture. (a) Subject to the terms and conditions of this Agreement including, without limitation, Section 2(b) below and Section 6 below, the PSUs shall vest as set forth on Schedule 1 to this Agreement, based on the achievement of certain performance goals for the applicable performance period as set forth on Schedule 1. Such date or any other date on which PSUs vest under this Agreement shall be a “Vesting Date” as referred to herein.
(b) Except as otherwise provided in Section 2(c) or Section 6 below or in Schedule 1, PSUs shall not vest unless the Participant is, on the applicable Vesting Date, and has been at all times since the Grant Date, an employee or director of, or consultant or advisor to, the Company. For purposes of this Agreement, service with the Company shall include service with a parent, subsidiary, affiliate or division of the Company.
(c) Notwithstanding the foregoing, and notwithstanding anything to the contrary in any employment, severance or other agreement between the Participant and the Company (any such agreement, an “Employment Agreement”), if the Participant’s employment with the Company is terminated by the Company without Cause or by the Participant for Good Reason (each as defined below) during the performance period, then the Award shall remain outstanding and shall vest as set forth on Schedule 1 to this Agreement, based on the achievement of the performance goals for the applicable performance period as set forth on Schedule 1 as if the Participant had remained employed by the Company through the end of the performance period. If the Participant is party to an Employment Agreement with the Company that contains a definition of “cause” or “good reason” for termination of employment, the meaning ascribed to such term in such Employment Agreement shall apply for purposes of this Section 2(c). Otherwise, “Cause” shall have the meaning set forth in the Plan and “Good Reason” shall have the meaning specified in Section 6(f) below.
Vesting; Forfeiture. Subject to the special vesting and forfeiture rules in this Agreement (including, without limitation, the remedies set forth in Section 10(f) below) and subject to certain restrictions and conditions set forth in the Plan, the Restricted Stock Units shall become vested (i.e., become Vested Performance Units) effective as of the “Vesting Date”, subject to determination by the Human Resources Committee of the Board of Directors (the “Committee”) of the achievement of the requirements/targets set forth on the Appendix attached to this Agreement as of the end of the Performance Period, which Appendix is by this reference made a part hereof. In addition, the following special rules shall apply:
(i) In the event of the death of the Grantee or the termination of the Grantee's employment for Disability (as defined in the Plan) prior to the Vesting Date, the performance goals set forth on the attached Appendix shall be assumed to have been met at the target level on the date of such death or termination of employment for Disability, and the Grantee (or the Grantee's personal representative) shall become vested in Vested Performance Units on such date (the “Death/Disability Vesting Date”) in an amount equal to the Target Performance Units multiplied by a fraction, the numerator of which is the number of days from the beginning of the Performance Period to the date of death or termination of employment for Disability, and the denominator of which is the number of days in the full Performance Period;
(ii) Subject to Section 18 of the Plan, and except as expressly otherwise provided herein, in the event a Change in Control (as defined in the Plan) occurs, and (A) the Company or buyer or successor to the Company in such Change in Control continues or assumes this Agreement (or converts or replaces this Agreement with a new award containing substantially the same terms as this Agreement, other than terms rendered inoperative by reason of the Change in Control (a “Substitute Award”)), the Target Award shall be converted into Time-Based Restricted Stock Units at the greater of target or actual performance, as determined by the Human Resources Committee, calculated as of the date of such Change in Control (the “Change in Control Date”) and shall vest on the Vesting Date (or, if earlier, in accordance with the terms of Section 3(i) or (iii)), provided, however, if the Company, or such buyer or successor, terminates the Grantee's employment without Cause (as defined below) wi...
Vesting; Forfeiture. (a) Subject to the terms and conditions of this Agreement, the Restricted Stock Units shall vest in installments on the dates and in the amounts shown below if the Participant remains continuously employed by the Company or a subsidiary of the Company until such date. April 9, 2008 71 % April 9, 2009 86 % April 9, 2010 100 %
(b) Notwithstanding the vesting provisions contained in Section 3(a) above, but subject to the other terms and conditions contained herein, upon the date of the consummation of a “Change of Control” as defined in the Change of Control Severance Agreement, dated February 12, 1999, or any successor agreement thereto, between the Company and the Participant (the “Severance Agreement”), prior to any termination of the Participant’s employment with the Company or a subsidiary of the Company, all of the Restricted Stock Units granted to the Participant pursuant to this Agreement shall vest immediately.
(c) Upon the Participant’s termination of employment with the Company or a subsidiary of the Company, any Restricted Stock Units that have not vested pursuant to the vesting provisions set forth in either Section 3(a) or 3(b) above shall be forfeited and all associated rights shall lapse without value.
(d) Subject to the terms and conditions of this Agreement, if the Participant dies before reaching age sixty-two (62), the Participant’s legal representatives, beneficiaries or heirs, as the case may be, shall be entitled to the Restricted Stock Units that have vested pursuant to Section 3(a) or 3(b) above prior to the date of such death, but any Restricted Stock Units that have not so vested by such date shall be forfeited and all associated rights shall lapse without value.
Vesting; Forfeiture. (a) Subject to Sections 2(b) and 2(c), the Units shall vest pursuant to the following rules: