Accelerated Vesting Sample Clauses
The Accelerated Vesting clause allows for the immediate or faster vesting of equity or stock options under certain predefined circumstances, such as a company acquisition or termination without cause. Typically, this means that employees or stakeholders who would otherwise have to wait for their shares to vest over a set schedule can receive full or partial ownership sooner if a triggering event occurs. This clause is designed to protect the interests of employees or option holders by ensuring they are not disadvantaged by major corporate events, thereby providing security and incentivizing retention.
POPULAR SAMPLE Copied 330 times
Accelerated Vesting. Notwithstanding the vesting schedule specified in Section 3(a) of this Agreement, the Total Shares Under Option shall become 100% vested upon the earliest to occur of the following Vesting Dates:
(i) the Optionee's Normal Retirement Date;
(ii) the Optionee's Disability Retirement Date;
(iii) the date of the Optionee's death prior to his termination of employment from the Corporation;
(iv) the date of a Change of Control; or
(v) subject to the approval of the Plan Administrator, the Optionee's Early Retirement Date or the date of the Optionee's involuntary termination of employment from the Corporation, in either case due to (A) job elimination, (B) plant closure, or (C) such other reason as may be specifically approved by the Plan Administrator. If more than one of the accelerated vesting rules specified in this Section 3(b) can apply to the Optionee, the Optionee may elect in writing which vesting rule will apply. The vesting rule elected by the Optionee will determine the Expiration Date for the options affected by such accelerated vesting. If the Optionee fails to make such an election within 30 days after being notified by the Plan Administrator, the Optionee will be deemed to have elected the available accelerated vesting rule which, first, vests the most options in the Optionee or, second (if each accelerated vesting rule vests the same number of options), provides the longest exercise period. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Agreement in the case of a Disability Retirement Date which occurs after Optionee's termination of employment with the Company, no Vesting Date will occur - and no options may vest - following termination of employment with the Company.
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.
Accelerated Vesting. (a) On the Termination Date, stock options for the purchase of the Company’s securities held by you as of the Termination Date and not then exercisable shall immediately become exercisable in full. The options to which this accelerated vesting applies shall remain exercisable until the earlier of (a) the end of the 90-day period immediately following the later of (i) the Termination Date or (ii) the date of the Change of Control and (b) the date the stock option(s) would otherwise expire; and
(b) On the Termination Date, the Company’s lapsing repurchase right with respect to shares of restricted stock held by you shall lapse in full (subject to your making satisfactory arrangements with the Company providing for the payment to the Company of all required withholding taxes). Notwithstanding anything to the contrary in this Agreement, the terms of any option agreement or restricted stock agreement shall govern the acceleration, if any, of vesting or lapsing of the Company’s repurchase rights and period of exercisability of such awards, as applicable, except to the extent that the terms of this Agreement are more favorable to you.
Accelerated Vesting. Unless specifically provided otherwise in the applicable equity award agreement, in addition to any other right of acceleration that may be provided pursuant to any equity award plan or agreement pursuant to which Executive has been granted an equity award by the Company, if Executive’s employment is terminated due to an Involuntary Termination, the vesting of any equity awards granted by the Company to Executive shall accelerate such that such equity awards shall become vested as to an additional twelve (12) months, effective as of the date of such Involuntary Termination, to the extent that such equity awards are outstanding and unvested as of the date of such Involuntary Termination; provided that if such Involuntary Termination occurs immediately prior to or within twelve (12) months after a Change of Control (as defined below), then the vesting of all such equity awards shall be accelerated completely so that such equity awards shall become fully vested, effective as of the date of such Involuntary Termination, to the extent that such equity awards are outstanding and unvested as of the date of such Involuntary Termination. For the avoidance of any doubt, this Section shall prevail over any provision in an equity award agreement providing that unvested equity awards shall terminate or be forfeited as of the date of such termination, and any such provision shall be inoperative to the extent it is in conflict with this Section.
Accelerated Vesting. If Employee’s employment with the Company is terminated before the Vesting Date by reason of death or Disability [as defined in Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended or restated from time to time (the “Code”)], the interests of the Participant in the Units shall vest as to a prorata portion of the Units. The prorata portion shall be measured by months elapsed from the date of this Agreement to the date of death or date of Disability, as compared to the number of months from the date of this Agreement to the Vesting Date for each 20% portion of the Units.
Accelerated Vesting. A. All stock options granted to Executive prior to December 12, 2006, to the extent outstanding but not otherwise vested at the time of a Change in Control, shall, immediately prior to such Change in Control, vest and become exercisable as to all the underlying shares as fully-vested shares, and all other equity awards made to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) prior to December 12, 2006 and unvested at the time of such Change in Control shall, immediately prior to such Change in Control, vest in full. Stock options or other equity awards granted to Executive on or after December 12, 2006 shall be subject to such accelerated vesting provisions tied to a Change in Control as the Board of Directors or Compensation Committee may establish at the time of grant and set forth in the documentation for each such grant. However, each outstanding stock option or other equity award granted to Executive on or after the December 12, 2006 shall vest in full immediately prior to a Change in Control, to the extent the following conditions are satisfied with respect to each such stock option or equity award:
(i) the stock option is not to be assumed by the successor corporation (or its parent company) or otherwise continued in effect pursuant to the terms of the Change in Control,
(ii) the stock option is not to be replaced with a substitute option or cash incentive plan that preserves the spread existing at the time of the Change in Control on any shares for which the option is not otherwise at that time vested and exercisable (the excess of the fair market value of those shares over the applicable exercise price) and which vests at the same or faster rate as the vesting schedule applicable to such option, and
(iii) the equity award is not to be assumed by the successor corporation (or its parent company) or otherwise continued in effect pursuant to the terms of the Change in Control or is not to be replaced with a cash incentive plan that preserves the economic value of the award at the time of the Change in Control and which vests at the same or faster rate as the vesting schedule applicable to that award.
B. If the Company enters into a transaction which is not a Change in Control but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the stock options granted to Executive before the effective date of such transaction shall vest and become exercisable ...
Accelerated Vesting. Notwithstanding the provisions of Section 4 hereof, the RSUs covered by this Agreement will become nonforfeitable and payable to Grantee upon the occurrence of the earliest of any of the following events:
(a) If, while Grantee is continuously employed by the Company or any of its Subsidiaries (or any of their successors), a Change of Control occurs and a Replacement Award is not provided to Grantee on the date of such Change of Control, the number of RSUs that will become nonforfeitable and payable to Grantee shall equal the number of RSUs that Grantee would be entitled to receive based on actual achievement of the performance conditions described on Exhibit A as of the day immediately prior to the Change of Control (in the case of Absolute Economic Return, with the applicable required performance levels pro-rated based on the amount of time elapsed in the Performance Period, and in the case of Relative Economic Return, as determined as of the end of the most recent quarter prior to the Change of Control for which the applicable data for the Peer Group (as defined in Exhibit A) is publicly available), as determined by the Board or the Committee. Such number of RSUs shall become nonforfeitable and payable to Grantee on the date of such Change of Control.
(b) If Grantee’s employment with the Company or any of its Subsidiaries (or any of their successors) terminates at any time as a result of: (i) Grantee’s death, (ii) Grantee’s Disability (pursuant to subparagraph 5(b)(ii) of the Employment Agreement), (iii) a Termination Without Cause, (iv) a Termination For Good Reason, or (v) Grantee’s Retirement on or after [________], the number of RSUs that will become nonforfeitable and payable to Grantee shall equal the number of RSUs that Grantee would have been entitled to receive if Grantee had remained employed until the last day of the Performance Period (based on actual achievement of the performance conditions described on Exhibit A during the Performance Period, as determined by the Board or the Committee after the end of the Performance Period); provided however, that with respect to any RSUs granted to Grantee in the calendar year in which Grantee’s Retirement occurs, the number of such RSUs that will become nonforfeitable and payable to Grantee pursuant to this subparagraph 5(b)(v) shall be a pro-rated portion of such RSUs in an amount equal to the total number of RSUs granted to Grantee in the calendar year of Retirement multiplied by a fraction, the nume...
Accelerated Vesting. All of the Executive’s unvested awards under the Company’s stock award plans shall automatically and immediately vest in full upon the occurrence of a Change in Control.
Accelerated Vesting. Any portion of any outstanding incentive stock options and nonqualified stock options that would have vested during the 18-month period following the Termination Date had the Participant remained an employee with the Participating Employer during such 18-month period will vest as of the Termination Date. This Section 6
(a) applies only to options (i) granted to the Participant under the Company's 1993 Long-Term Executive Compensation Plan, or any successor plan to its 1993 Long-Term Executive Compensation Plan, not less than 6 months prior to his or her Termination Date and (ii) outstanding at the close of business on such Termination Date. The determination of accelerated vesting under this Section 6(a) shall be made as of the Termination Date and shall be based solely on any time-specific vesting schedule included in the applicable stock option agreement without regard to any accelerated vesting provision not related to the Plan in such agreement.
Accelerated Vesting. Notwithstanding any other term or provision of the Award Documentation but subject to the provisions of the Plan, the Committee shall be authorized, in its sole discretion, to accelerate the vesting of all or any portion of the RSUs under the Award Documentation, at such times and upon such terms and conditions as the Committee shall deem advisable.