Pro Rata Vesting. You shall be eligible to receive a fraction of your RSUs and the associated DDEs with respect to such fraction. The numerator of such fraction shall equal the number of days in the Restricted Period before your employment as an Employee terminated due to the Divestiture, and the denominator shall equal the total number of days in the Restricted Period. Fractional shares shall be rounded up to the next whole share.
Pro Rata Vesting. In the event of the Grantee’s death or if the Grantee’s employment is terminated by the Company or any of its Subsidiaries for Disability (as defined below) [or without Cause (as defined in the Plan) or by the Grantee for Good Reason (as defined below)], a pro rata portion of the Restricted Stock shall vest as of the date of such termination, and all other unvested Restricted Stock shall immediately terminate and be forfeited. The pro rata portion of the Restricted Stock that vests shall be calculated by multiplying the number of shares of Restricted Stock by a fraction, the numerator of which shall equal the number of consecutive days the Grantee is employed by the Company or any of its Subsidiaries from the Grant Date to the date of termination, and the denominator of which shall equal (rounded to the nearest whole number).
Pro Rata Vesting. In the event of (i) a Termination by the Partnership or any of its Affiliates not for Cause, (ii) a Termination for Good Reason, (iii) a Termination due to death or (iv) a Termination due to Disability, the cumulative portion of the Option that shall vest (including any portion of the Option which has previously vested pursuant to Section 6.1) will be equal to a fraction, the numerator of which is the number of full calendar days that have elapsed since the Date of Grant through the date of such Termination and the denominator of which is 1825.
Pro Rata Vesting. If the Participant is at least age 62 as of the Award Date, then notwithstanding Section 1.3(a), the Performance Units shall vest as follows (the “Pro Rata Vesting Schedule”): January 1, 2017 1/6th July 1, 2017 1/6th January 1, 2018 1/6th July 1, 2018 1/6th January 1, 2019 1/6th July 1, 2019 1/6th If the Participant ceases to be an employee of the Company or a subsidiary thereof prior to the vesting of all of the Performance Units pursuant to this Section 1.3(c), the Participant shall forfeit all unvested Performance Units under the Award, except as otherwise provided in this Section 1.3 and Section 1.6.
Pro Rata Vesting. In the event that the Participant becomes entitled to “Severance Benefits” in accordance with either Section 7.2 or Section 7.3 of the Employment Agreement, then a number of Restricted Stock Units shall become Vested Units, effective on the forty-fifth day following the date of the Participant’s termination of employment, in an amount equal to: (50,000 x ((X — $[***]) / $[***])) — Y, where “X” is equal to EBITDA achieved during the four consecutive fiscal quarter period of the Company beginning on or after the Date of Grant and ending prior to the Participant’s employment termination date which has the greatest EBITDA; and “Y” is equal to the number of Vested Units previously determined without regard to this provision. Employment Agreement: That certain Executive Employment Agreement by and between the Company and the Participant, dated July 20, 2009. By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the Agreement attached to and made a part of this document. The Participant acknowledges receipt of the Agreement and the prospectus for this Award. The Participant further acknowledges that this Award has not been granted pursuant to the Company’s 2005 Performance Incentive Plan. The Participant represents that the Participant has read and is familiar with the provisions of the Agreement, and hereby accepts the Award subject to all of its terms and conditions. JDA SOFTWARE GROUP, INC. PARTICIPANT By: Signature Its: Date Address: 00000 X. 00xx Xxxxxx Xxxxxxxxxx, XX 00000 Address ATTACHMENTS: Restricted Stock Units Agreement and Award Prospectus *** Confidential information on this page has been omitted and filed separately with the Securities Exchange Commission pursuant to a Confidential Treatment Request. EXHIBIT A-3 2009 Performance Share Award: Notice of Grant of Performance Shares and 2009 Performance Share Agreement JDA SOFTWARE GROUP, INC. NOTICE OF GRANT OF PERFORMANCE SHARES (NON-PLAN AWARD) JDA Software Group, Inc. (the “Company”) has granted to Xxxx Xxxxxxxx (the “Participant”) an award of Performance Shares (the “Award”), each of which represents the right to receive on the applicable Settlement Date one (1) share of the Common Stock of the Company, upon the terms and conditions set forth in this Notice of Grant of Performance Shares (the “Grant Notice”) and the 2009 Performance S...
Pro Rata Vesting. You shall be eligible to receive a fraction of your RSUs and the associated DDEs with respect to such fraction. The numerator of such fraction shall equal the number of days in the Vesting Period before your employment as an Employee terminated due to the Divestiture, and the denominator shall equal the total number of days in the Vesting Period. Fractional shares shall be rounded up to the next whole share.
Pro Rata Vesting. In the event of the Grantee’s death or if the Grantee’s employment is terminated by the Company or any of its Subsidiaries for Disability (as defined below) or without Cause (as defined in the Plan) or by the Grantee for Good Reason (as defined below), a pro rata portion of the Restricted Stock Units shall vest and be settled in accordance with the last sentence of Section 3(a) as of the date of such termination, and all other unvested Restricted Stock Units shall immediately terminate and be forfeited. The pro rata portion of the Restricted Stock Units that vests shall be calculated by multiplying the number of Restricted Stock Units by a fraction, the numerator of which shall equal the number of consecutive days the Grantee is employed by the Company or any of its Subsidiaries from the Grant Date to the date of termination, and the denominator of which shall equal 1,095 (rounded to the nearest whole number).
Pro Rata Vesting. The Performance Condition is considered achieved on a pro rata basis if the published GAAP Book Value per Diluted Share of the Company immediately prior to termination is at or above the quarterly GAAP Book Value.
Pro Rata Vesting. Subject to Section 2.06(b) below, if Executive’s employment is terminated by the Company during the Term without Cause prior to a Change of Control (as defined in the Change of Control Agreement), and if Executive signs within 21 days following his termination date, and lets become effective, the release of claims attached hereto as Exhibit A (the “Release”), then Executive shall receive the following:
Pro Rata Vesting. In the event that, prior to the end of the Incentive Cycle, the Employee is transferred to an ineligible position, or the Employee ceases to be an employee by reason of Retirement (as defined in the Plan), death, or Disability (as defined in the Plan), the vested Award will be based on actual results compared to the Performance Objectives at the end of the Incentive Cycle, and multiplied by a fraction whose numerator is the number of months completed in the Incentive Cycle and denominator is 36.
