Vesting of MSUs Sample Clauses

Vesting of MSUs. (a) As of each Determination Date, the Company shall determine the Payout Factor for the applicable Performance Period. For each Tranche, the Company shall multiply the Payout Factor for such Tranche by the Target Number of MSUs subject to the Tranche, and the resulting number of MSUs shall vest in full and become Vested MSUs on the Vesting Date set forth below for that Tranche, in each case subject to the Grantee’s continuous employment with the Company or a Subsidiary until each such date. In addition, if the Payout Factor for Tranche Three is greater than the Payout Factor previously determined for Tranche One and/or Tranche Two, an additional number of MSUs subject to Tranche One and/or Tranche Two, as applicable, shall vest in full and become Vested MSUs on the Vesting Date set forth below for Tranche Three (subject to the Grantee’s continuous employment with the Company or a Subsidiary through such Vesting Date) equal to (i) the target number of MSUs subject to the applicable Tranche multiplied by the Payout Factor for Tranche Three, less (ii) the number of MSUs subject to the applicable Tranche that had previously vested on the Vesting Date for such
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Vesting of MSUs. The MSUs shall vest and become Vested Units, if at all, as provided pursuant to the provisions set forth on Schedule A.
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Vesting of MSUs. (a) As of each Determination Date, the Company shall determine the Payout Factor for the applicable Performance Period. For Tranche One and Tranche Two, the Company shall multiply the Payout Factor by the Target Number of MSUs subject to the Tranche, and the resulting number of MSUs shall vest in full and become Vested MSUs on the Vesting Date set forth below for that Tranche, in each case subject to the Grantee’s continuous employment with the Company or a Subsidiary until each such date. For Tranche Three, the Company shall multiply the Payout Factor by the Target Number of MSUs subject to Tranche Three and then subtract the number of MSUs that vested in Tranche One and Tranche Two. The resulting number of MSUs shall vest in full and become Vested MSUs on the Vesting Date set forth below for Tranche Three, subject to the Grantee’s continuous employment with the Company or a Subsidiary until each such date.
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Vesting of MSUs. (a) As of each Determination Date, the Company shall determine the Payout Factor for the applicable Performance Period. For Tranche One and Tranche Two, the Company shall multiply the Payout Factor by the Target Number of MSUs subject to the Tranche, and the resulting number of MSUs shall vest in full and become Vested MSUs on the Vesting Date set forth below for that Tranche, in each case subject to the Grantee’s continuous employment with the Company or a Subsidiary until each such date. For Tranche Three, the Company shall multiply the Payout Factor by the Target Number of MSUs subject to Tranche Three and then subtract the number of MSUs that vested in Tranche One and Tranche Two. The resulting number of MSUs shall vest in full and become Vested MSUs on the Vesting Date set forth below for Tranche Three, subject to the Grantee’s continuous employment with the Company or a Subsidiary until each such date. Tranche One Tranche Two Tranche Three There shall be no proportionate or partial vesting of the MSUs in or during the months, days or periods prior to each Vesting Date, and except as otherwise provided in Sections 4(b), 4(c) or 4(d) hereof, all vesting of MSUs shall occur only on the applicable Vesting Date.
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Vesting of MSUs. (a) As of each Determination Date, the Company shall determine the Payout Factor for the applicable Performance Period. For each Tranche, the Company shall multiply the Payout Factor for such Tranche by the Target Number of MSUs subject to the Tranche, and the resulting number of MSUs shall vest in full and become Vested MSUs on the Vesting Date set forth below for that Tranche, in each case subject to the Grantee’s continuous employment with the Company or a Subsidiary until each such date. In addition, if the Payout Factor for Tranche Three is greater than the Payout Factor previously determined for Tranche One and/or Tranche Two, an additional number of MSUs subject to Tranche One and/or Tranche Two, as applicable, shall vest in full and become Vested MSUs on the Vesting Date set forth below for Tranche Three (subject to the Grantee’s continuous employment with the Company or a Subsidiary through such Vesting Date) equal to (i) the target number of MSUs subject to the applicable Tranche multiplied by the Payout Factor for Tranche Three, less (ii) the number of MSUs subject to the applicable Tranche that had previously vested on the Vesting Date for such Tranche. For avoidance of doubt, MSUs subject to Tranche One and/or Tranche Two that became Vested MSUs on the Vesting Date applicable to such Tranche shall not be subject to adjustment or clawback if the Payout Factor for Tranche Three is lower than the Payout Factor that was previously determined for such Tranche. There shall be no proportionate or partial vesting of the MSUs in or during the months, days or periods prior to each Vesting Date, and except as otherwise provided in Sections 4(b), 4(c) or 4(d) hereof, all vesting of MSUs shall occur only on the applicable Vesting Date.
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Related to Vesting of MSUs

  • Vesting of PSUs The restrictions and conditions of Section 1 of the Agreement shall lapse, and the applicable number of PSUs shall vest or be terminated, upon the "Vesting Date,” defined herein as [ ]. Any such PSUs that vest on such date shall be settled in accordance with Section 4 of the Agreement. The vesting criteria is as follows: (a) First, a percentage of the PSUs granted hereunder shall contingently vest upon the Vesting Date, subject to subsections (b) and (c) below, upon the Company’s achievement of the Absolute Growth in Tangible Book Value as measured during the Measurement Period: For purposes herein, if, during the Measurement Period, the Company’s Absolute Growth in Tangible Book Value is: (1) less than $[ ], no PSUs shall vest; (2) equal to or greater than $[ ] but less than $[ ], the percentage of PSUs that shall contingently vest will be determined using linear interpolation between the closest respective targets set forth above; and (3) equal to or greater than $[ ], a maximum of [ ]% of the PSUs shall contingently vest. (b) Second, any PSUs that are deemed contingently vested in accordance with sub-clause (a) above shall be deemed vested PSUs (or else be forfeited) based on the Company’s TSR Percentile Rank during the Measurement Period and the applicable Performance Multiplier set forth below: TSR Percentile Rank 25th Percentile 50th Percentile 75th Percentile For purposes herein, if, during the Measurement Period, the TSR Percentile Rank is between the 25th Percentile and the 75th Percentile, the Performance Multiplier will be determined using linear interpolation between the targets set forth above, it being understood that [ ] will be the maximum Performance Multiplier possible. Notwithstanding the foregoing, if the Company’s Absolute TSR during the Measurement Period is negative, the Performance Multiplier shall be the lesser of (x) the Performance Multiplier achieved in accordance with the table above and (y) [ ]. (c) Third, notwithstanding anything herein to the contrary, if the Company’s Total Risk Weighted Capital Ratio falls below [ ]% at any point during the Measurement Period, [ ]% of the PSUs shall immediately be forfeited in their entirety. (d) By way of example, if, during the relevant Measurement Period, the Company’s: (1) Absolute Growth in Tangible Book Value is $[ ], (2) TSR Percentile Rank falls within the 25th Percentile, and (3) Total Risk Weighted Capital Ratio is [ ]%, [ ]% of the PSUs would vest as follows: i. Under sub-clause (a), using linear interpolation between the [ ]% and [ ]% range set forth in sub-clause (a), [ ]% of the PSUs would contingently vest: [ ] = ($[ ]- $[ ]) ([ ]- [ ]) + [ ] ($[ ]- $[ ]) ii. Under sub-clause (b), using a Performance Multiplier of [ ], [ ]% of the contingently vested PSUs under sub-clause (a) would vest, resulting in an overall vest of [ ]% of the PSUs (with the remaining [ ]% of PSUs forfeited): X = Performance Multiplier x Percentage of Contingently Vested PSUs [ ]= [ ]x [ ] iii. Under sub-clause (c), with a Company Total Risk Weighted Capital Ratio below [ ]%, [ ]% of the PSUs would vest. (e) All determinations regarding the foregoing, including whether any PSUs have become Vested PSUs shall be at the sole and exclusive discretion of the Company, which determination shall be binding, conclusive and final. The number of PSUs that become Vested PSUs shall be rounded down to the nearest whole share of Stock.

  • Vesting of RSUs (a) The RSUs covered by this Agreement shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof in substantially equal installments on each of __________________________________, conditioned upon the Grantee’s continuous employment with the Company or a Subsidiary through such dates (the period from the Date of Grant until _______ __, 20__, the “Vesting Period”). Any RSUs that do not so become nonforfeitable will be forfeited, including, except as provided in Section 4(b) or Section 4(c) below, if the Grantee ceases to be continuously employed by the Company or a Subsidiary prior to the end of the Vesting Period. For purposes of this Agreement, “continuously employed” (or substantially similar terms) means the absence of any interruption or termination of the Grantee’s employment with the Company or a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of transfers between locations of the Company and its Subsidiaries. (b) Notwithstanding Section 4(a) above, the RSUs shall become nonforfeitable and payable to the Grantee pursuant to Section 5 hereof upon the occurrence of any of the following events at a time when the RSUs have not been forfeited (to the extent the RSUs have not previously become nonforfeitable) in the following manner: (i) All of the RSUs shall become nonforfeitable and payable to the Grantee if the Grantee should die or become Disabled prior to the end of the Vesting Period while the Grantee is continuously employed by the Company or any of its Subsidiaries; or (ii) In the event of a Change in Control that occurs prior to the end of the Vesting Period, the RSUs shall become nonforfeitable and payable in accordance with Section 4(c) below. (i) Notwithstanding Section 4(a) above, if at any time before the end of the Vesting Period or forfeiture of the RSUs, and while the Grantee is continuously employed by the Company or a Subsidiary, a Change in Control occurs, then the RSUs will become nonforfeitable and payable to the Grantee in accordance with Section 5 hereof, except to the extent that a Replacement Award is provided to the Grantee in accordance with Section 4(c)(ii) to continue, replace or assume the RSUs covered by this Agreement (the “Replaced Award”). (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., time-based restricted stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) if the Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it does not result in the Replaced Award or Replacement Award failing to comply with or be exempt from Section 409A of the Code. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

  • Vesting of Units For purposes of this Agreement, “Vesting Date” means any date, including the Scheduled Vesting Dates specified in the Vesting Schedule on the cover page of this Agreement, on which Units subject to this Agreement vest as provided in this Section 4.

  • Vesting of Shares Shares acquired pursuant to this Agreement shall become Vested Shares as provided in the Grant Notice. For purposes of determining the number of Vested Shares following an Ownership Change Event, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after the Ownership Change Event.

  • Vesting of Award Subject to Section 2(b) below and the other terms and conditions of this Agreement, this Award shall become vested in three equal annual installments on the first, second and third anniversaries of the date hereof. Unless otherwise provided by the Company, all dividends and other amounts receivable in connection with any adjustments to the Shares under Section 4(c) of the Plan shall be subject to the vesting schedule in this Section 2(a).