Acceleration of Vesting of the Restricted Shares Clause Samples

Acceleration of Vesting of the Restricted Shares. The Restricted Shares shall become fully vested and any restrictions thereon shall automatically lapse as described herein: (i) on the date of the termination of the Recipient’s service with the Company by reason of the Recipient’s retirement, death or disability (within the meaning of Section 22(e)(3) of the Code); or
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Acceleration of Vesting of the Restricted Shares. The Recipient shall vest in the Restricted Shares and any restrictions thereon shall lapse in accordance with the following provisions: (i) the termination of the Recipient’s employment with the Company by the Recipient for Good Reason or by the Company for any reason other than for Cause; (ii) the termination of the Recipient’s employment with the Company by reason of the Recipient’s death or Disability; and (iii) within one (1) year following a Change in Control, (A) the Recipient’s employment is terminated by the Company without Cause, or (B) the Recipient terminates his employment for any of the reasons specified in Section 5(d)(ii) of the Recipient’s Employment Agreement and provided that the Recipient executes a non-revocable written release in the form attached to the Recipient’s Employment Agreement as Exhibit 1. (iv) Notwithstanding the foregoing, the Committee, in its sole and absolute discretion, may accelerate the vesting of the Option at any time.
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Acceleration of Vesting of the Restricted Shares. (i) If the Recipient’s employment is terminated by the Company without Cause or the Recipient terminates employment with the Company for Good Reason, the Restricted Shares shall immediately vest and all restrictions thereon shall lapse thereon to the extent that it would have become vested and exercisable on or before the third anniversary of the Recipient’s Date of Termination had the Recipient’s employment continued through such third anniversary. (ii) If the Recipient’s employment is terminated due to the Recipient’s death, the Restricted Shares shall immediately vest and all restrictions thereon shall lapse thereon on such Date of Termination. (iii) Upon a Change in Control, the Restricted Shares shall immediately vest and all restrictions thereon shall lapse thereon; provided, that the Recipient executes a non-revocable written release in the form attached to the Recipient’s Employment Agreement as Exhibit 1. (iv) Notwithstanding the foregoing, the Committee, in its sole and absolute discretion, may accelerate the vesting of the Option at any time.
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Acceleration of Vesting of the Restricted Shares. The Restricted Shares shall become fully vested and any restrictions thereon shall automatically lapse upon the occurrence of any of the following events: (i) the termination of the Recipient’s service with the Company by reason of the Recipient’s death or disability (within the meaning of Section 22(e)(3) of the Code); (ii) provided that the Recipient is not removed from the Board for “Cause” (as defined in 2(d) below), (A) the Recipient is not nominated for re-election to the Board, or (B) the Recipient is nominated for re-election to the Board but is not so re-elected; and (iii) a Change in Control. (iv) Notwithstanding the foregoing, the Committee, in its sole and absolute discretion, may accelerate the vesting of and cause all restrictions to lapse on the Restricted Shares at any time.
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Acceleration of Vesting of the Restricted Shares. The Restricted Shares shall become fully vested and any restrictions thereon shall automatically lapse upon the occurrence of any of the following events; ; provided, however, in no event may the vesting of any Shares held by an Recipient subject to Section 16(b) of the Exchange Act be accelerated until such time as the vesting would not violate Section 16(b).: (i) the termination of the Recipient’s employment with the Company by reason of the Recipient’s death or disability (within the meaning of Section 22(e)(3) of the Code),. (ii) a Change in Control (iii) Notwithstanding the foregoing, the Committee, in its sole and absolute discretion, may accelerate the vesting of and cause all restrictions to lapse on the Restricted Shares at any time.
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Related to Acceleration of Vesting of the Restricted Shares

  • Vesting of Restricted Shares The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% of the Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service with the Company through such date. (b) Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:

  • Vesting of Restricted Stock The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.

  • Vesting of Restricted Stock Units The restrictions and conditions of Section 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in a Business Relationship (as defined in Section 3 below) on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Section 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. Incremental Number of Restricted Stock Units Vested Vesting Date The Administrator may at any time accelerate the vesting schedule specified in this Section 2.

  • Lapse of Restrictions If, for any reason, Shares are issued to the Employee within six months of the Grant Date, the Employee agrees that he or she will not sell or otherwise dispose of any such Shares prior to the six-month anniversary of the Grant Date.

  • Termination of Restrictions Except as set forth in Section 9.3 hereof, the restrictions imposed by this Section 9 upon the transferability of Restricted Securities shall cease and terminate as to any particular Restricted Securities: (a) which shall have been effectively registered under the Securities Act, or (b) when, in the opinions of both counsel for the holder thereof and counsel for the Company, such restrictions are no longer required in order to insure compliance with the Securities Act or Section 10 hereof. Whenever such restrictions shall cease and terminate as to any Restricted Securities, the Holder thereof shall be entitled to receive from the Company, without expense (other than applicable transfer taxes, if any), new securities of like tenor not bearing the applicable legends required by Section 9.1 hereof.