Vesting of Deferred Shares Clause Samples

Vesting of Deferred Shares. (a) Subject to the terms and conditions of Sections 1 and 2 hereof, (i) the Grantee’s right to receive the Deferred Shares shall vest and become non-forfeitable on the second anniversary of the Effective Time (as defined in the Merger Agreement) of the Merger (a “Deferred Vesting Date”), or (ii) if the Merger is abandoned or is not consummated prior to the first anniversary of the Date of Grant, the Grantee’s right to receive the Deferred Shares shall vest and become non-forfeitable in equal one-third installments on each of the second, third and fourth anniversaries of the Date of Grant (each such anniversary date being referred to hereinafter as a “Deferred Vesting Date” and the vesting period specified in Section 1(a)(i) or (ii) is hereinafter referred to as the “Deferral Period”). (b) Notwithstanding the foregoing, if Grantee is subject to the policies of the Company permitting transactions in equity securities of the Company to be effected only during designated “window periods”, or if Grantee is otherwise subject to a “trading ban” or similar restrictions that would prevent resales of the Deferred Shares on the relevant Deferred Vesting Date, then unless the Grantee otherwise advises the Company in writing, the “Deferred Vesting Date” for the relevant installment(s) of Deferred Shares shall be (in lieu of the date(s) specified above) the first date following the relevant date(s) specified above on which such Grantee would be permitted to effect resales of Deferred Shares in compliance with applicable Company policies and/or law (as appropriate). (c) Notwithstanding the provisions of Section 1(a) hereof, if prior to the end of the Deferral Period: (i) the Grantee’s employment is terminated by the Company or a Subsidiary without Cause (as defined in the Employment Agreement) or (ii) the Grantee dies or becomes Disabled (as defined in the Employment Agreement), the Grantee’s right to receive all or any portion of the Deferred Shares shall become vested and non-forfeitable as of such termination date or Change of Control, as the case may be. Anything in this Agreement or the Plan to the contrary notwithstanding, for purposes of this Agreement, the Merger shall not constitute a Change of Control. (d) Notwithstanding the provisions of Section 1(a) hereof, unless expressly determined in a resolution duly adopted by the Board on the Date of Grant or such later date on which the Board may ratify such grant, in the event the Merger is abandoned or not consumma...

Vesting of Deferred Shares. Grantee’s Deferred Shares will fully vest on the scheduled date of the 2025 annual meeting of shareholders of the Company (the “Normal Vesting Date”) so long as the Grantee remains in continuous service as a Director of the Company (which continuous service shall include any period during which the Grantee is on an approved leave of absence) until the Normal Vesting Date; provided, however, that such Deferred Shares shall fully vest prior to such Normal Vesting Date upon the Grantee’s death or Disability, or a Change in Control. If the Grantee otherwise separates from service as a Director prior to such Normal Vesting Date, the Grantee shall vest pro rata in his/her Deferred Shares based on the ratio of the Grantee’s number of months of service as a Director during the period commencing on the Date of Grant and ending on the date of Grantee’s separation from service as a Director compared to the number twelve (12) where service in any portion of a calendar month is credited as a full month.

Vesting of Deferred Shares. Upon the sale or other disposition by one or more of the DLJ Investors (other than to an affiliate controlled by DLJ), in one or more transactions, of 75% of the Initial DLJ Equity, if such DLJ Investors shall have achieved the applicable Target Return in cash, promissory notes, freely tradable securities or other readily marketable consideration, then 50% of the Deferred Shares will vest immediately. For each additional one percent of Initial DLJ Equity sold or otherwise disposed of at or above the applicable Target Return, an additional two percent of the Deferred Shares will vest.

Vesting of Deferred Shares a. The Deferred Shares specified in this Agreement shall become nonforfeitable on the one year anniversary of the Date of Grant if the Grantee shall have remained a member of the Board during that one (1) year period. b. Notwithstanding the provisions of Section 3(a), all of the Deferred Shares shall immediately become nonforfeitable in the event of a Change in Control.

Vesting of Deferred Shares. (a) The Deferred Shares shall become vested as follows: [INSERT VESTING SCHEDULE] (the "Vesting Date") if the Grantee shall have remained in the continuous employ of the Company or a subsidiary during that period. Any Deferred Shares not vested will be forfeited, except as provided in Section 3(b) below, if the Grantee ceases to be continuously employed by the Company prior to the Vesting Date. (b) Notwithstanding the provisions of Section 3(a), all of the Deferred Shares shall immediately become non-forfeitable (each, a "Vesting Event") (i) if the Grantee dies or becomes permanently disabled while in the employ of the Company or a Subsidiary during the [INSERT VESTING PERIOD] period from the Date of Grant, (ii) if, at any time during the [INSERT VESTING PERIOD] period from the Date of Grant, the Grantee is age 60 with at least ten years of service with the Company, or (iii) if a Change in Control occurs during the [INSERT VESTING PERIOD] period from the Date of Grant while the Grantee is employed by the Company or a Subsidiary.

Vesting of Deferred Shares. (a) Subject to forfeiture as provided herein or in the Plan, the rights of the Grantee with respect to the Deferred Shares will become vested and nonforfeitable cumulatively as follows: to the extent of ____________ of such Deferred Shares vest on ____________ (the “Vesting Date”), ___________ on ________ and _________ on _________ for so long as the Grantee remains in the continuous employ of the Company or a subsidiary. (b) Accelerations of Vesting On a Discretionary Basis and Upon a Change in Control. (i) The provisions of Section 3(a) hereof notwithstanding, the Committee may, in its sole discretion, at any time, upon written notice to the Grantee, accelerate the vesting of all or a specified portion of the Deferred Shares, as provided in Section 3(b) of the Plan; and (ii) In the event of a Change in Control of the Company at a time that the Grantee is employed by the Company or any of its subsidiaries, all Deferred Shares granted hereby shall become immediately and fully vested and nonforfeitable upon the occurrence of such Change in Control, as provided in Section 8(a)(ii) of the Plan.

Vesting of Deferred Shares. Subject to the terms and conditions of Sections 4 and 5 hereof, the Grantee's right to receive the Deferred Shares shall become nonforfeitable at the end of the Deferral Period.

Vesting of Deferred Shares