Common use of Lapse of Forfeiture Restrictions Clause in Contracts

Lapse of Forfeiture Restrictions. Provided that the Employee has been continuously employed by the Company from the Date of Grant through the lapse date described in this sentence, the Forfeiture Restrictions shall lapse and cease to apply with respect to one-third of the Phantom Stock Units on each of the first three anniversaries of the Date of Grant; provided that the Forfeiture Restrictions shall lapse as to all Phantom Stock Units then subject to Forfeiture Restrictions on the earlier of (i) the date upon which a Corporate Change occurs if the successor entity does not assume, convert or replace the Phantom Stock Units governed by this Agreement with an equity or equity-based award that is substantially the same in all material economic respects, (ii) the date upon which the Employee’s employment with the Company is terminated by reason of death, Disability, or Involuntary Termination, or (iii) at the Committee’s discretion, the date determined by the Committee. Any Phantom Stock Units with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding sentence shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company. For the avoidance of doubt, if, in connection with a Corporate Change, the successor entity assumes, converts or replaces this Agreement with an agreement that is substantially the same in all material economic respects, any Forfeiture Restrictions continuing after such Corporate Change with respect to such assumed, converted, or replaced award shall lapse on the earliest to occur of (a) the lapse dates set forth above or (b) the date of the Employee’s Involuntary Termination following such Corporate Change.

Lapse of Forfeiture Restrictions. Provided that the Employee has been continuously employed by the Company from the Date of Grant through the lapse date described in this sentence, the The Forfeiture Restrictions shall lapse and cease to apply with respect to one-third of the Phantom shares of Restricted Stock Units on each of the first three anniversaries of the Date of Grant; provided that the Forfeiture Restrictions shall lapse as to all Phantom shares of Restricted Stock Units then subject to Forfeiture Restrictions on the earlier of (i) the date upon which a Corporate Change occurs if the successor entity does not assume, convert or replace the Phantom Restricted Stock Units governed by this Agreement with an equity or equity-based award that is substantially the same in all material economic respects, (ii) the date upon which the Employee’s employment with the Company is terminated by reason of death, Disability, or Involuntary Termination, or (iii) at the Committee’s discretion, the date determined by the Committee. Any Phantom shares of Restricted Stock Units with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding sentence shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company. For the avoidance of doubt, if, in connection with a Corporate Change, the successor entity assumes, converts or replaces this Agreement with an agreement that is substantially the same in all material economic respects, any Forfeiture Restrictions continuing after such Corporate Change with respect to such assumed, converted, or replaced award shall lapse on the earliest to occur of (a) the lapse dates set forth above or (b) the date of the Employee’s Involuntary Termination following such Corporate Change.

Lapse of Forfeiture Restrictions. Provided that the Employee has been continuously employed by the Company from the Date of Grant through the lapse date described in this sentence, the Forfeiture Restrictions shall lapse and cease to apply with respect to one-third 100% of the Phantom Stock Units on each the earlier of (i) the first three anniversaries third anniversary of the Date of Grant; provided that the Forfeiture Restrictions shall lapse as to all Phantom Stock Units then subject to Forfeiture Restrictions on the earlier of , (iii) the date upon which a Corporate Change occurs if the successor entity does not assume, convert or replace the Phantom Stock Units governed by this Agreement with an equity or equity-based award that is substantially the same in all material economic respects, (iiiii) the date upon which the Employee’s employment with the Company is terminated by reason of death, Disability, or Involuntary Termination, or (iiiiv) at the Committee’s discretion, the date determined by the Committee. Any Phantom Stock Units with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding sentence shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company. For the avoidance of doubt, if, in connection with a Corporate Change, the successor entity assumes, converts or replaces this Agreement with an agreement that is substantially the same in all material economic respects, any Forfeiture Restrictions continuing after such Corporate Change with respect to such assumed, converted, or replaced award shall lapse on the earliest to occur of (a) the lapse dates set forth above or (b) the date of the Employee’s Involuntary Termination following such Corporate Change.

Lapse of Forfeiture Restrictions. Provided The Forfeiture Restrictions shall lapse as to thirty-three and one-third percent (33 1/3%) of the RSUs on each of the first three anniversaries of the date of this Agreement provided that the Employee has been continuously employed by the Company from the Date date of Grant this Agreement through the lapse date described in this sentencedate. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse and cease to apply with respect to one-third of the Phantom Stock Units on each of the first three anniversaries of the Date of Grant; provided that the Forfeiture Restrictions shall lapse as to all Phantom Stock Units then subject to Forfeiture Restrictions of the RSUs on the earlier of (i) the date upon which occurrence of a Corporate Change occurs if in Control (as defined in the successor entity does not assumeEmployment Agreement), convert or replace the Phantom Stock Units governed by this Agreement with an equity or equity-based award that is substantially the same in all material economic respects, (ii) the date upon which the Employee’s employment with the Company is terminated by reason of death, Disability, Disability or Involuntary Termination, in the event of the Employee’s termination by the Company without Cause or resignation by Employee for Good Reason. Lapse of Forfeiture Restrictions under (i) or (iiiii) of this Section 3(b) shall be allowed only to the extent that the applicable Change in Control or termination events are at least as restrictive as the Committeedefinitions set forth in Section 409A of the Code and the Treasury Regulations relating thereto. In the event Employee’s discretion, the date determined employment by the Committee. Any Phantom Stock Units with respect to which the Forfeiture Restrictions do Company and any Subsidiary or Parent Corporation is terminated for Cause or Employee resigns without Good Reason, no further vesting shall occur and all RSUs then held by Employee that have not lapse in accordance with the preceding sentence shall vested as of such termination or resignation will be terminated and forfeited to the Company for no consideration consideration. In the event Employee’s employment is terminated by reason of resignation for Good Reason, the Committee which administers this Agreement or its delegate, as appropriate, may, in the Committee’s or such delegate’s sole discretion, approve the lapse of Forfeiture Restrictions as to any or all RSUs still subject to such Restrictions, such lapse to be effective on the date of the termination of the such approval or Employee’s employment with the Company. For the avoidance of doubttermination date, if, in connection with a Corporate Change, the successor entity assumes, converts or replaces this Agreement with an agreement that is substantially the same in all material economic respects, any Forfeiture Restrictions continuing after such Corporate Change with respect to such assumed, converted, or replaced award shall lapse on the earliest to occur of (a) the lapse dates set forth above or (b) the date of the Employee’s Involuntary Termination following such Corporate Changeif later.

Lapse of Forfeiture Restrictions. Provided The Forfeiture Restrictions shall lapse as to the Restricted Stock in accordance with the following schedule provided that the Employee has been continuously employed by the Company from the Date date of Grant this Agreement through the lapse date described in this sentence, the date: Percentage of Total Number of Shares of Restricted Stock as to Lapse Date Which Forfeiture Restrictions shall lapse and cease to apply with respect to one-third of Lapse Notwithstanding the Phantom Stock Units on each of the first three anniversaries of the Date of Grant; provided that foregoing, the Forfeiture Restrictions shall lapse as to all Phantom of the Restricted Stock Units then subject to the Forfeiture Restrictions on the earlier of (i) the date upon which of a Corporate Change occurs if the successor entity does not assume, convert or replace the Phantom Restricted Stock Units governed by this Agreement with an equity or equity-based award that is substantially the same in all material economic respects, (ii) the date upon which the Employee’s employment with the Company is terminated by reason of death, Disability, Disability or Involuntary Termination, or (iii) at the Committee’s discretion, as of the date determined by the Committee. Any Phantom Stock Units with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding sentence shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company. For the avoidance of doubt, if, in connection with a Corporate Change, the successor entity assumes, converts or replaces this Agreement with an agreement that is substantially the same in all material economic respects, any Forfeiture Restrictions continuing after such Corporate Change with respect to such assumed, converted, converted or replaced award shall lapse on the earliest to occur of (ai) the lapse dates date set forth above or (bii) the date of the Employee’s Involuntary Termination following such a Corporate Change.

Lapse of Forfeiture Restrictions. Provided that the Employee has been continuously employed by the Company from the Date of Grant through the lapse date described set forth in this sentencethe following schedule, the Forfeiture Restrictions shall lapse and cease to apply with respect to one-third a percentage of the Phantom Stock Units on each Restricted Shares determined in accordance with the following schedule: Lapse Date Percentage of the first three anniversaries Total Number of the Date of Grant; provided that the Restricted Shares as to Which Forfeiture Restrictions shall lapse as to all Phantom Stock Units then subject to Forfeiture Restrictions on Lapse January 02, 2019 100% Notwithstanding the earlier of foregoing, (i) the date upon which a Corporate Change occurs if the successor entity does not assume, convert or replace the Phantom Stock Units governed by this Agreement with an equity or equity-based award that is substantially the same in all material economic respects, (ii) the date upon which the Employee’s employment with the Company is terminated by reason of death, death or Disability, or then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as of the date of such termination, and (ii) subject to the provisions of Section 5.5 (relating to parachute payments) and Section 5.6 (relating to a release agreement) of the Employment Agreement, if the Employee’s employment with the Company shall be subject to an Involuntary Termination within the two-year period beginning on the date upon which a Change of Control occurs, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as of the date of such Involuntary Termination, or (iii) at the Committee’s discretion, the date determined by the Committee. Any Phantom Stock Units shares with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding sentence provisions of this Section 3(b) shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company. For the avoidance of doubt, if, in connection with a Corporate Change, the successor entity assumes, converts or replaces this Agreement with an agreement that is substantially the same in all material economic respects, any Forfeiture Restrictions continuing after such Corporate Change with respect to such assumed, converted, or replaced award shall lapse on the earliest to occur of (a) the lapse dates set forth above or (b) the date of the Employee’s Involuntary Termination following such Corporate Change.

Lapse of Forfeiture Restrictions. Provided The Forfeiture Restrictions shall lapse as to the Restricted Stock in accordance with the following schedule provided that the Employee has been continuously employed by the Company from the Date date of Grant this Agreement through the lapse date described in this sentence, the date: Lapse Date Percentage of Total Number of Shares of Restricted Stock as to Which Forfeiture Restrictions shall lapse and cease to apply with respect to one-third of Lapse September 12, 2015 100 % Notwithstanding the Phantom Stock Units on each of the first three anniversaries of the Date of Grant; provided that foregoing, the Forfeiture Restrictions shall lapse as to all Phantom of the Restricted Stock Units then subject to the Forfeiture Restrictions on the earlier of (i) the date upon which of a Corporate Change occurs if the successor entity does not assume, convert or replace the Phantom Restricted Stock Units governed by this Agreement with an equity or equity-based award that is substantially the same in all material economic respects, (ii) the date upon which the Employee’s employment with the Company is terminated by reason of death, Disability, Disability or Involuntary Termination, or (iii) at the Committee’s discretion, as of the date determined by the Committee. Any Phantom Stock Units with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding sentence shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company. For the avoidance of doubt, if, in connection with a Corporate Change, the successor entity assumes, converts or replaces this Agreement with an agreement that is substantially the same in all material economic respects, any Forfeiture Restrictions continuing after such Corporate Change with respect to such assumed, converted, converted or replaced award shall lapse on the earliest to occur of (a) the lapse dates set forth above or (b) the date of the Employee’s Involuntary Termination following such a Corporate Change.

Lapse of Forfeiture Restrictions. Provided The Forfeiture Restrictions shall lapse as to the Restricted Stock in accordance with the following schedule provided that the Employee has been continuously employed by the Company from the Date date of Grant this Agreement through the lapse date described in this sentence, the date: Lapse Date Percentage of Total Number of Shares of Restricted Stock as to Which Forfeiture Restrictions shall lapse and cease to apply with respect to one-third of Lapse Notwithstanding the Phantom Stock Units on each of the first three anniversaries of the Date of Grant; provided that foregoing, the Forfeiture Restrictions shall lapse as to all Phantom of the Restricted Stock Units then subject to the Forfeiture Restrictions on the earlier of (i) the date upon which of a Corporate Change occurs if the successor entity does not assume, convert or replace the Phantom Restricted Stock Units governed by this Agreement with an equity or equity-based award that is substantially the same in all material economic respects, (ii) the date upon which the Employee’s employment with the Company is terminated by reason of death, Disability, Disability or Involuntary Termination, or (iii) at the Committee’s discretion, as of the date determined by the Committee. Any Phantom Stock Units with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding sentence shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company. For the avoidance of doubt, if, in connection with a Corporate Change, the successor entity assumes, converts or replaces this Agreement with an agreement that is substantially the same in all material economic respects, any Forfeiture Restrictions continuing after such Corporate Change with respect to such assumed, converted, converted or replaced award shall lapse on the earliest to occur of (ai) the lapse dates date set forth above or (bii) the date of the Employee’s Involuntary Termination following such a Corporate Change.

Lapse of Forfeiture Restrictions. Provided The Forfeiture Restrictions shall lapse as to the Restricted Stock in accordance with the following schedule provided that the Employee has been continuously employed by the Company from the Date date of Grant this Agreement through the lapse date described in this sentence, the date: Percentage of Total Number of Shares of Restricted Stock as to Lapse Date Which Forfeiture Restrictions shall lapse and cease to apply with respect to one-third of Lapse Notwithstanding the Phantom Stock Units on each of the first three anniversaries of the Date of Grant; provided that foregoing, the Forfeiture Restrictions shall lapse as to all Phantom of the Restricted Stock Units then subject to the Forfeiture Restrictions on the earlier of (i) the date upon which of a Corporate Change occurs if the successor entity does not assume, convert or replace the Phantom Restricted Stock Units governed by this Agreement with an equity or equity-based award that is substantially the same in all material economic respects, (ii) the date upon which the Employee’s employment with the Company is terminated by reason of death, Disability, Disability or Involuntary Termination, or (iii) at the Committee’s discretion, as of the date determined by the Committee. Any Phantom Stock Units with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding sentence shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company. For the avoidance of doubt, if, in connection with a Corporate Change, the successor entity assumes, converts or replaces this Agreement with an agreement that is substantially the same in all material economic respects, any Forfeiture Restrictions continuing after such Corporate Change with respect to such assumed, converted, converted or replaced award shall lapse on the earliest to occur of (a) the lapse dates set forth above or (b) the date of the Employee’s Involuntary Termination following such a Corporate Change.

Lapse of Forfeiture Restrictions. Provided that the Employee has been continuously employed by the Company or any of its Affiliates (collectively, the “Company Group”) from the Date of Grant through the lapse date described set forth in this sentencethe following schedule, the Forfeiture Restrictions shall lapse and cease to apply the RSUs shall otherwise become vested with respect to one-third a percentage of the Phantom Stock Units RSUs determined in accordance with the following schedule: Vesting Date Additional Percentage of Total Number of RSUs Vesting on each Vesting Date First Anniversary of Date of Grant 25% Second Anniversary of Date of Grant 25% Third Anniversary of Date of Grant 25% Fourth Anniversary of Date of Grant 25% Notwithstanding the foregoing, if a Change in Control occurs and the Employee has remained continuously employed by a member of the first three anniversaries of Group Company from the Date of Grant; provided that Grant to the date upon which such Change in Control occurs, then the Forfeiture Restrictions shall lapse as with respect to all Phantom Stock Units then subject to Forfeiture Restrictions 100% of the RSUs on the earlier of (i) the date upon which a Corporate such Change in Control occurs if and the successor entity does not assumeshares of Common Stock in respect of the vested RSUs shall be issued to the Employee thirty (30) days after the effective date of the Change in Control. Except as otherwise provided in Section 3, convert or replace the Phantom Stock Units governed by this Agreement with an equity or equity-based award that is substantially the same in all material economic respects, (ii) the date upon which the Employee’s employment with the Company is terminated by reason of death, Disability, or Involuntary Termination, or (iii) at the Committee’s discretion, the date determined by the Committee. Any Phantom Stock Units any RSUs with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding sentence provisions of this Section 2(b) shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company. For the avoidance of doubt, if, in connection with a Corporate Change, the successor entity assumes, converts or replaces this Agreement with an agreement that is substantially the same in all material economic respects, any Forfeiture Restrictions continuing after such Corporate Change with respect to such assumed, converted, or replaced award shall lapse on the earliest to occur of (a) the lapse dates set forth above or (b) the date of the Employee’s Involuntary Termination following such Corporate Change.