Vesting and Forfeiture of Rsus. All RSUs shall be unvested unless and until they become vested and nonforfeitable on the applicable Vesting Date as set forth in this Section 1. Subject to the terms and conditions of this Award Agreement and the Plan, two-thirds (2/3) of the RSUs will become vested and non-forfeitable on the second anniversary of the Grant Date (the “First Vesting Date”) and the remaining one-third (1/3) of the RSUs will become vested and non-forfeitable on the third anniversary of the Grant Date (the “Second Vesting Date,” with each of the First Vesting Date and the Second Vesting Date being referred to herein as a “Vesting Date”), provided, in either case, that the Participant’s Termination Date has not occurred as of the applicable Vesting Date. All RSUs that are not vested upon the Participant’s Termination Date shall immediately expire and shall be forfeited for no consideration and the Participant shall have no further rights thereto. Notwithstanding the foregoing: (a) if the Participant’s Termination Date occurs prior to a Vesting Date as the result of the Participant’s Disability or death or termination by the Company other than for Cause, a pro-rata portion of the installment of RSUs scheduled to vest on the next Vesting Date immediately following the Termination Date shall vest on the next scheduled Vesting Date and become vested RSUs as of such date and the remaining RSUs which are not vested as of the Termination Date shall be forfeited upon the Termination Date for no consideration; and (b) in the event of a Change of Control, the terms of Section 9 of the Plan shall control. The pro-rata portion of an installment of RSUs that will vest pursuant to paragraph (a) above, if applicable, shall be equal to the product of (i) the number of RSUs granted pursuant to this Agreement, multiplied by (ii) a fraction, the numerator of which is the number of days elapsed between the Grant Date and the Termination Date (inclusive) and the denominator is 1,096 days, minus (iii) if the Termination Date occurs on the Second Vesting Date, the number of RSUs that previously became vested on the First Vesting Date.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Vestis Corp)
Vesting and Forfeiture of Rsus. All RSUs shall be unvested unless and until they become vested and nonforfeitable on the applicable Vesting Date as set forth in this Section 1. Subject to the terms and conditions of this Award Agreement and the Plan, two-thirds (2/3) of the RSUs will become vested and non-forfeitable on each of the first, second anniversary and third anniversaries of the Grant Date (the “First Vesting Date”) and the remaining one-third (1/3) of the RSUs will become vested and non-forfeitable on the third anniversary of the Grant Date (the “Second Vesting Date,” with each of the First Vesting Date and the Second Vesting Date being referred to herein as a “Vesting Date”), provided, in either case, ) provided that the Participant’s Termination Date has not occurred as of the applicable Vesting Date. All RSUs that are not vested upon the Participant’s Termination Date shall immediately expire and shall be forfeited for no consideration and the Participant shall have no further rights thereto. Notwithstanding the foregoing:
(a) if the Participant’s Termination Date occurs prior to a Vesting Date as the result of the Participant’s Disability or death or termination by the Company other than for Causedeath, a pro-rata portion of the installment of RSUs scheduled to vest on the next Vesting Date immediately following the Termination Date shall immediately vest on the next scheduled Vesting Date and become vested RSUs as of such date and RSUs, the remaining RSUs which are not then vested shall be forfeited for no consideration and the Termination Date shall be the “Vesting Date” of the RSUs that vest as of the Termination Date pursuant to this paragraph (a);
(b) if the Participant’s Termination Date occurs prior to a Vesting Date as a result of the Participant’s Retirement (defined herein as the Participant’s Termination Date that occurs on or after achieving both age 65 and five (5) years of continuous service with the Company and its affiliates and where such termination does not occur for any other reason) on or after the first anniversary of the Grant Date any then outstanding unvested RSUs shall be forfeited upon remain outstanding and shall continue to vest and become vested and non-forfeitable on the scheduled Vesting Date(s) that would have applied had the Termination Date for no considerationnot occurred; and
(bc) in the event of a Change of Control, the terms of Section 9 of the Plan shall control. The pro-rata portion of an installment of RSUs that will vest pursuant to paragraph (a) above, if applicable, shall be equal to the product of (i) the number of RSUs granted pursuant to this Agreement, multiplied by (ii) a fraction, the numerator of which is the number of days elapsed between the Grant Date and the Termination Date (inclusive) and the denominator is 1,096 days, minus (iii) if the Termination Date occurs on the Second Vesting Date, the number of RSUs that previously became vested on the First Vesting Date.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Vestis Corp)
Vesting and Forfeiture of Rsus. All RSUs shall be unvested unless and until they become vested and nonforfeitable on the applicable Vesting Date as set forth in this Section 1. (a) Subject to the terms and conditions of this Award Agreement Sections 3 and 4 hereof, Grantee’s right to receive the Plan, twoshares of Common Stock subject to the RSUs shall become nonforfeitable with respect to one-thirds hundred percent (2/3100%) of the total number of RSUs will become vested and non-forfeitable on the second anniversary of the Grant Date _______ ___, 20 ___ (the “First Vesting Date”) and the remaining one-third (1/3) of the RSUs will become vested and non-forfeitable on the third anniversary of the Grant Date (the “Second Vesting Date,” with each of the First Vesting Date and the Second Vesting Date being referred if Grantee continues to herein serve as a “Vesting Date”), provided, in either case, that the Participant’s Termination Date has not occurred as of the applicable Vesting Date. All RSUs that are not vested upon the Participant’s Termination Date shall immediately expire and shall be forfeited for no consideration and the Participant shall have no further rights thereto. Notwithstanding the foregoing:
(a) if the Participant’s Termination Date occurs prior to a Vesting Date as the result of the Participant’s Disability or death or termination by the Company other than for Cause, a pro-rata portion of the installment of RSUs scheduled to vest on the next Vesting Date immediately following the Termination Date shall vest on the next scheduled Vesting Date and become vested RSUs as of Director until such date and the remaining RSUs which are not vested as of the Termination Date shall be forfeited upon the Termination Date for no consideration; andtime.
(b) in If Grantee’s service as a Director terminates for any reason prior to _______ ___, 20 ___ , and subject to the event terms and conditions of Sections 3 and 4 hereof, Grantee shall forfeit all of the RSUs at the time of such termination of service as a Change Director.
(c) If Grantee’s service as a Director terminates for any reason during the period from _______ ___, 20 ___ through _______ ___, 20 ___ , and subject to the terms and conditions of ControlSections 3 and 4 hereof, Grantee’s right to receive the shares of Common Stock subject to the RSUs shall become nonforfeitable with respect to the total number of RSUs unless, within thirty (30) days following Grantee’s termination of service as a Director, the terms Board determines that Grantee’s termination of Section 9 of the Plan shall control. The pro-rata portion of an installment of RSUs service as a Director occurred under circumstances that will vest pursuant to paragraph (a) above, if applicable, shall be equal are not satisfactory to the product Board. If the Board does not make such determination within such thirty (30) day period, Grantee’s right to receive the shares of (i) Common Stock subject to the RSUs shall become nonforfeitable at the conclusion of such period with respect to the total number of RSUs granted pursuant to this Agreement. If, multiplied by within thirty (ii30) days following Grantee’s termination of service as a fractionDirector, the numerator Board determines that Grantee’s termination of which is service as a Director occurred under circumstances that are not satisfactory to the number Board, Grantee shall forfeit all of days elapsed between the Grant Date and RSUs at the Termination Date (inclusive) and time of such termination of service as a Director. In the denominator is 1,096 daysevent that Grantee intentionally commits an act that the Compensation Committee determines to be materially adverse to the interests of the Company or any Subsidiary, minus (iii) if Grantee’s right to receive any shares of Common Stock to be delivered with respect to the Termination Date occurs on Restricted Stock Units covered by this Agreement shall be forfeited at the Second Vesting Date, the number time of RSUs that previously became vested on the First Vesting Datedetermination notwithstanding any other provision of this Agreement.
Appears in 1 contract