Vesting and Conversion Sample Clauses
The Vesting and Conversion clause outlines the process by which certain rights or interests, such as equity or options, become fully owned or exercisable by a party over a specified period, and how these interests may be converted into another form, such as shares. Typically, this clause details the vesting schedule—such as monthly or annual increments—and the conditions under which conversion can occur, for example, upon a financing event or company sale. Its core function is to incentivize continued participation or performance by tying ownership to time or milestones, while also providing a clear mechanism for transforming vested interests into actual equity or other securities, thereby reducing ambiguity and aligning interests between parties.
Vesting and Conversion. (a) Subject to the terms of the Plan and this Agreement, the RSUs shall vest in accordance with the schedule set forth in Section 1. For purposes of this Agreement, RSUs that have not vested as of any particular time in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred to in this Agreement as “Shares.” As soon as administratively practicable after the issuance of any Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the brokerage firm designated by the Company to maintain the brokerage account established for the Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable securities laws and the requirements of any stock exchange upon which shares of Common Stock may then be listed.
(b) In the event the Participant’s employment with the Company or the Employer (as defined in Section 2(e)) is terminated either by the Participant, the Company, or the Employer for any reason or no reason (other than due to death or Disability or as otherwise provided in the Plan or below), then in each such case, all of the Unvested RSUs as of the date of termination shall terminate and be cancelled immediately and automatically and the Participant shall have no further rights with respect to such Unvested RSUs.
(c) In the event the Participant’s employment with the Company or the Employer is terminated by reason of the Participant’s death, all Unvested RSUs shall vest in full as of the date of the Participant’s death.
(d) In the event the Participant’s employment with the Company or the Employer terminates by reason of Disability (as defined below), the Unvested RSUs as of the date of the Participant’s termination shall vest in full as of the date of the termination. For the purpose of this Agreement, “Disability” means (i) the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or men...
Vesting and Conversion. The Target PSUs will vest (as to service) [•] (the “Vesting Date”), subject to adjustment in accordance with Section 2(a); provided that, subject to Section 4 and Section 5, you continue to be employed by the Company on the Vesting Date; provided, further, that you have complied with all applicable provisions of the HSR Act. Vested Adjusted PSUs shall convert into Shares no earlier than [•], and no later than the Adjustment Date.
Vesting and Conversion. Upon each Vesting Date, the RSUs which shall have then vested shall be converted to Shares and promptly delivered to the Grantee in either certificate or book entry form. If a Vesting Date is not a Business Day, the conversion and delivery shall occur on the first Business Day following the Vesting Date.
Vesting and Conversion. Upon the Vesting Date, the RSUs which shall have then vested shall be converted to Shares and promptly delivered to the Grantee in either certificate or book entry form. If a Vesting Date is not a Business Day, the conversion and delivery shall occur on the first Business Day following the Vesting Date. Notwithstanding the foregoing, if the delivery of Shares upon vesting would subject the Grantee to additional taxes imposed under Section 409A of the Code, then the RSUs shall not be converted to Shares (and there shall be no delivery of Shares) until the earliest date at which such conversion and delivery would not subject the Grantee to additional taxes under Section 409A of the Code.
Vesting and Conversion