Lapse of Forfeiture Restrictions Clause Samples
The Lapse of Forfeiture Restrictions clause defines when and how restrictions that could cause an individual to forfeit certain rights or assets—such as stock or options—are removed. Typically, this clause outlines specific conditions or timeframes, such as continued employment for a set period or achievement of performance milestones, after which the forfeiture risk no longer applies. Its core function is to provide clarity and predictability for both parties regarding when ownership or rights become fully vested and protected from forfeiture, thereby incentivizing performance and retention.
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Lapse of Forfeiture Restrictions. The Forfeiture Restrictions -------------------------------- shall lapse as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company from the date of this Agreement through the lapse date: Percentage of Total Number of Restricted Shares as to Which Forfeiture Lapse Date Restrictions Lapse ---------- -------------------------- First Anniversary of the date of this Agreement 10% Second Anniversary of the date of this Agreement 10% Third Anniversary of the date of this Agreement 10% Fourth Anniversary of the date of this Agreement 10% Fifth Anniversary of the date of this Agreement 10% Sixth Anniversary of the date of this Agreement 10% Seventh Anniversary of the date of this Agreement 10% Eighth Anniversary of the date of this Agreement 10% Ninth Anniversary of the date of this Agreement 10% Tenth Anniversary of the date of this Agreement 10% Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Corporate Change (as such term is defined in the Plan), (ii) the date Employee's employment with the Company is terminated by reason of death, disability (as determined by the Company or employing subsidiary) or normal retirement on or after age sixty-five or (iii) the date on which Employee shall become entitled to the severance benefits set forth in Section 3.3 of that certain Executive Employment Agreement of even date herewith by and among Employee, NUMAR Corporation and the Company. In the event Employee's employment is terminated for any other reason, including retirement prior to age sixty-five with the approval of the Company or employing subsidiary, the Committee which administers the Plan (the "Committee") 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 Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later.
Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Change of Control (as such term is defined in the Plan), or (ii) the date Employee's employment with the Company, its Subsidiaries and Affiliates is terminated for any reason other than a termination by the Employee's employer for "Cause" or a voluntary termination by the Employee. In the event Employee's employment is terminated for any reason, the Compensation Committee of the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.
Lapse of Forfeiture Restrictions. Provided that the Director has served continuously on the Board from the Date of Grant through [insert date---13 months following the Date of Grant], the Forfeiture Restrictions shall lapse. Notwithstanding the foregoing, if a Change in Control occurs and the Director has served continuously on the Board from the Date of Grant to the date upon which such Change in Control occurs, then the Forfeiture Restrictions shall lapse with respect to the RSUs on the date upon which such Change in Control occurs.
Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the schedule set forth on the Grant Notice, provided that Employee has been continuously employed by the Company from the date of this Agreement through the lapse date set forth on the Grant Notice. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions on the date Employee’s employment with the Company is terminated by reason of death or Disability. Further notwithstanding the foregoing, in the event that Employee’s employment with the Company terminates as a result of a Qualified Retirement, all of the Restricted Shares that are then subject to the Forfeiture Restrictions shall remain subject to forfeiture under this Agreement until the Compliance Expiration Date and, upon the Compliance Expiration Date, provided that Employee has complied with the Additional Employee Obligations continuously from the date of the termination of his employment with the Company as a result of such Qualified Retirement until the Compliance Expiration Date, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions.
Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse and cease to apply with respect to one-third of the shares of Restricted Stock on each of the first three anniversaries of the Date of Grant; provided that the Forfeiture Restrictions shall lapse as to all shares of Restricted Stock 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 Restricted Stock 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 shares of Restricted Stock 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 or any of its Affiliates (collectively, the “Company Group”) from the Date of Grant through the lapse date set forth in the following schedule, the Forfeiture Restrictions shall lapse and the RSUs shall otherwise become vested with respect to a percentage of the RSUs determined in accordance with the following schedule:
Lapse of Forfeiture Restrictions. Provided that the Employee has been continuously employed by the Company from the Date of Grant through the lapse date set forth in the following schedule, the Forfeiture Restrictions shall lapse with respect to a percentage of the Restricted Shares determined in accordance with the following schedule: First Anniversary of the Date of Grant 25 % Second Anniversary of the Date of Grant 25 % Third anniversary of the Date of Grant 25 % Fourth anniversary of the Date of Grant 25 % If a Change in Control occurs after the Date of Grant and on or before the date of the termination of the Employee’s employment with the Company, then the Forfeiture Restrictions shall lapse with respect to 50% of the Restricted Shares effective as of the date upon which the Change in Control occurs. Further, if following such Change of Control the Employee is subsequently terminated and such termination is neither an Involuntary Termination nor a Good Reason Termination, all remaining Restricted Shares shall lapse effective as of the date of such termination. Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding 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.
Lapse of Forfeiture Restrictions. Except as may be otherwise provided in this Agreement or the Plan, subject to Employee’s continuous employment with the Company from the Award Date through each lapse date, the Forfeiture Restrictions shall lapse as to the Restricted Stock in accordance with the schedule set forth in the Notice of Award on the cover page of this Agreement. If at any time the number of shares as to which the Forfeiture Restrictions are scheduled to lapse includes a fractional share, the number of shares of Stock as to which the Forfeiture Restrictions shall be actually lapse shall be rounded down to the next whole share of stock. If, prior to the lapse of the Forfeiture Restrictions, the Employee resigns, Employee’s employment terminates on account of death, Disability or retirement, or the Company terminates Employee’s employment for Cause, the Employee shall, for no consideration, forfeit to the Company the shares of Restricted Stock that, at that time, remain subject to Forfeiture Restrictions. However, if the Employee’s employment is terminated by the Company other than for Cause, and conditioned on the Employee signing an agreement in a form satisfactory to the Company releasing claims against the Company and its employees, agents and Affiliates, the Forfeiture Restrictions shall lapse as to all of the shares of Restricted Stock that, at that time (the end of employment), remain subject to Forfeiture Restrictions; if the employee does not sign the agreement within the period of time specified by the Company, the Employee shall, for no consideration, forfeit to the Company the shares of Restricted Stock that, at that time, remain subject to Forfeiture Restrictions. Upon forfeiture of shares of Restricted Stock, Employee shall have no further rights with respect to such shares, including but not limited to voting, dividend and liquidation rights.
Lapse of Forfeiture Restrictions. Upon the termination or lapse of Forfeiture Restrictions regarding any or all of the Restricted Shares (those Restricted Shares no longer subject to Forfeiture Restrictions being “Vested Restricted Shares”) and upon the satisfaction of the Withholding Liability (as defined below) corresponding to the Vested Restricted Shares in accordance with Section 13(a), one or more stock certificates representing the Vested Restricted Shares, free of Forfeiture Restrictions, shall be delivered to Grantee at Grantee’s request in accordance with this Agreement. The Forfeiture Restrictions shall terminate or lapse, and all of the Unvested Restricted Shares shall become Vested Restricted Shares, if there has been no Forfeiture Cessation and no breach by Grantee as described in Section 2 before the date of vesting, upon the occurrence of the Change of Control contemplated by the JLL Merger Agreement (as originally entered into or as may be amended or supplemented). In addition, (i) all of the Unvested Restricted Shares shall become Vested Restricted Shares upon (A) a Change of Control, or (B) a Vesting Cessation, subject to the terms of the Employment Agreement, and (ii) any or all of the Unvested Restricted Shares shall become Vested Restricted Shares upon a decision by the Committee, in its sole discretion and as of a date determined by the Committee, to vest those Unvested Restricted Shares. As permitted by clause (ii) of the second paragraph of Section 14 of the Plan, the immediately preceding clause (i)(A) of this Section 3 is a partial exception to the general rule stated in that clause (ii) of the second paragraph of Section 14 of the Plan. The immediately preceding clause (i)(A) of this Section 3 refers to the only events, of the various events described at the beginning of the second paragraph of Section 14 of the Plan, in which the Forfeiture Restrictions shall terminate or lapse, unless the Committee otherwise decides.
Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse and cease to apply to Phantom Stock Units according to the following schedule provided that the Employee has been continuously employed by the Company from the date of this Agreement through the lapse date: