General and Accelerated Vesting Sample Clauses

General and Accelerated Vesting. Unless vesting is accelerated in accordance with this Section or Section 5 hereof, Participant’s ownership of the Shares not previously forfeited shall vest on the date which is 72 months after the Date of Grant. Non-vested Shares not previously forfeited shall immediately vest in Participant if Participant’s employment terminates by reason of Participant’s death, retirement after age 65 or retirement with the consent of LST (subject, in the case of retirement, to such other conditions as LST may impose). In addition, if there is a Change in Control (within the meaning of Section 9(d) of the Plan) and, within two years after the Change in Control, Participant’s employment is terminated by the Company without Cause (within the meaning of Section 5(e)(ii) of the Plan) or is terminated by Participant as a result of a reduction of his compensation or any material change in location, authority, duties or other working conditions of his employment, all of the Shares not then vested and not previously forfeited shall immediately vest in Participant upon the date of such termination.
AutoNDA by SimpleDocs
General and Accelerated Vesting. Unless vesting is accelerated in accordance with this Section or Section 5 hereof, Participant’s ownership of the Shares not previously forfeited shall vest on the date which is 60 months after the Date of Grant provided LST had average income before taxes from continuing operations (“IBT”) of more than zero for the five calendar year period ending on the December 31 immediately preceding the date which is 60 months after the Date of Grant. Non-vested Shares not previously forfeited shall immediately vest in Participant if Participant’s employment terminates by reason of Participant’s death, retirement after age 65 or retirement with the consent of LST (subject, in the case of retirement, to such other conditions as LST may impose). In addition, if there is a Change in Control (within the meaning of Section 9(d) of the Plan) and, within two years after the Change in Control, Participant’s employment is terminated by LST or the successor employer without Cause (within the meaning of Section 5(e)(ii) of the Plan) or is terminated by Participant as a result of a reduction of his compensation or any material change in location, authority, duties or other working conditions of his employment, all of the Shares not then vested and not previously forfeited shall immediately vest in Participant upon the date of such termination.
General and Accelerated Vesting. Unless vesting is accelerated in accordance with this Section or Section 5 hereof, Participant’s ownership of the Shares not previously forfeited shall vest on the date which is 72 months after the Date of Grant. Non-vested Shares not previously forfeited shall immediately vest in Participant if Participant’s employment [service as a director] terminates by reason of Participant’s death, retirement after age 65 or retirement with the consent of LST (subject, in the case of retirement, to such other conditions as LST may impose). In addition, if there is a Change in Control (within the meaning of Section 9(d) of the Plan) and, within two years after the Change in Control, Participant’s employment [service as a director] is terminated by the Company without Cause (within the meaning of Section 5(e)(ii) of the Plan) or is terminated by Participant as a result of a reduction of his compensation or any material change in location, authority, duties or other working conditions of his employment [service as a director], all of the Shares not then vested and not previously forfeited shall immediately vest in Participant upon the date of such termination.
General and Accelerated Vesting. Unless vesting is accelerated in accordance with this Section or Section 5 hereof, Participant’s ownership of the Shares not previously forfeited shall vest with respect to [ ] shares on each of the dates which are 24 months, 36 months, 48 months, 60 months, and 72 months, respectively, after the Date of Grant. Non-vested Shares not previously forfeited shall immediately vest in Participant if Participant’s employment terminates by reason of Participant’s death, retirement after age 65 or retirement with the consent of LST (subject, in the case of retirement, to such other conditions as LST may impose). In addition, if there is a Change in Control (within the meaning of Section 9(d) of the Plan) and, within two years after the Change in Control, Participant’s employment is terminated by the Company without Cause (within the meaning of Section 5(e)(ii) of the Plan) or is terminated by Participant as a result of a reduction of his compensation or any material change in location, authority, duties or other working conditions of his employment, all of the Shares not then vested and not previously forfeited shall immediately vest in Participant upon the date of such termination.

Related to General and Accelerated Vesting

  • Accelerated Vesting Notwithstanding the terms of any Award Agreement heretofore or hereafter granted to the Executive, in the event of a Change of Control, all Options and Restricted Stock granted to the Executive which do not constitute deferred compensation for Code Section 409A purposes shall become fully vested on the date of the Change of Control. The Executive shall have the right to exercise any such Options in a manner provided for in the applicable Award Agreement. In the event of any conflict between the terms of this Section 9(a) and the terms of any Award Agreement granted to the Executive, the terms of this Section 9(a) shall control and govern.

  • Suspension of Service and Acceleration If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

  • Records Retention and Access The Contractor shall maintain accurate, current, and complete records of the financial activity of this Contract which sufficiently and properly document and calculate all charges billed to the Agency throughout the term of this Contract and for a period of at least five (5) years following the date of final payment or completion of any required audit (whichever is later). If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the five (5) year period, the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular five (5) year period, whichever is later. The Contractor shall permit the Agency, the Auditor of the State or any other authorized representative of the State and where federal funds are involved, the Comptroller General of the United States or any other authorized representative of the United States government, to access and examine, audit, excerpt and transcribe any directly pertinent books, documents, papers, electronic or optically stored and created records or other records of the Contractor relating to orders, invoices or payments or any other documentation or materials pertaining to this Contract, wherever such records may be located. The Contractor shall not impose a charge for audit or examination of the Contractor’s books and records. Based on the audit findings, the Agency reserves the right to address the Contractor’s board or other managing entity regarding performance and expenditures. When state or federal law or the terms of this Contract require compliance with OMB Circular A-87, A-110, or other similar provision addressing proper use of government funds, the Contractor shall comply with these additional records retention and access requirements:

  • Accelerated Vesting of Equity Awards One hundred percent (100%) of Executive’s then-outstanding and unvested Equity Awards will become vested in full. If, however, an outstanding Equity Award is to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s).

  • Vesting Acceleration Effective on such termination, the Executive shall receive accelerated vesting equivalent to six (6) months of service beyond the date of Executive’s termination with respect to the shares subject to any grant of restricted stock or stock options (each, an “Equity Grant”) granted to the Executive, regardless of whether granted prior to, coincident with, or after, the Effective Date; provided, however, that in the event such termination occurs within one (1) year following a Change of Control, then one hundred percent (100%) of the remaining shares subject to each such Equity Grant shall become vested in full and the period during which the Executive is permitted to exercise (if applicable) any such Equity Grant shall be extended until the earlier of (i) ten (10) years from the date of grant, or (ii) the expiration date of such Equity Grant (as of the date of grant).

  • Record Retention and Access The Contractor shall maintain books, records and documents in accordance with generally accepted accounting principles and procedures and which sufficiently and properly document and calculate all charges billed to the State throughout the term of the Contract for a period of at least five (5) years following the date of final payment or completion of any required audit, whichever is later. Records to be maintained include both financial records and service records. The Contractor shall permit the Auditor of the State of Georgia or any authorized representative of the State Entity, and where federal funds are involved, the Comptroller General of the United States, or any other authorized representative of the United States government, to access and examine, audit, excerpt and transcribe any directly pertinent books, documents, papers, electronic or optically stored and created records or other records of the Contractor relating to orders, invoices or payments or any other documentation or materials pertaining to the Contract, wherever such records may be located during normal business hours. The Contractor shall not impose a charge for audit or examination of the Contractor’s books and records. If an audit discloses incorrect xxxxxxxx or improprieties, the State reserves the right to charge the Contractor for the cost of the audit and appropriate reimbursement. Evidence of criminal conduct will be turned over to the proper authorities.

  • Committee Discretion to Accelerate Vesting Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the Option at any time and for any reason.

  • Effectiveness, Continuation, Termination and Amendment This Amended ------------------------------------------------------ and Restated Plan has been approved by a vote of the Board and its Independent Trustees and replaces the Fund's prior Distribution and Service Plan and Agreement for Class C shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class C Shareholders at a meeting called for that purpose and all material amendments must be approved by a vote of the Board and of the Independent Trustees. This Plan may be terminated at any time by a vote of a majority of the Independent Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the Fund's outstxxxxxx Xlass C voting shares. In the event of such termination, the Board and its Independent Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.

  • Option Vesting Options shall vest as follows:

  • Equity Vesting All of the then-unvested shares subject to each of the Executive’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable (for avoidance of doubt, no more than 100% of the shares subject to the then-outstanding portion of an equity award may vest and become exercisable under this provision). In the case of equity awards with performance-based vesting, all performance goals and other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. Unless otherwise required under the next following two sentences or, with respect to awards subject to Section 409A of the Code, under Section 5(b) below, any restricted stock units, performance shares, performance units, and/or similar full value awards that vest under this paragraph will be settled on the 61st day following the CIC Qualified Termination. For the avoidance of doubt, if the Executive’s Qualified Termination occurs prior to a Change in Control, then any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding for 3 months or the occurrence of a Change in Control (whichever is earlier) so that any additional benefits due on a CIC Qualified Termination can be provided if a Change in Control occurs within 3 months following the Qualified Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). In such case, if no Change in Control occurs within 3 months following a Qualified Termination, any unvested portion of the Executive’s equity awards automatically will be forfeited permanently on the 3-month anniversary of the Qualified Termination without having vested.

Time is Money Join Law Insider Premium to draft better contracts faster.