Vesting of Restricted Stock Clause Samples
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Vesting of Restricted Stock. Shares of Restricted Stock are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the shares of Restricted Stock may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law.
(a) Provided the Grantee remains in continuous service with the Company through each applicable vesting date, 8.34% of the total number of shares of Restricted Stock subject hereto shall become vested and non-forfeitable on the last day of each full quarter (i.e., September 30, December 31, March 31 and June 30) following the Effective Date, with the first vesting date occurring on September 30, 2012.
(b) Upon cessation of the Grantee’s service by the Company without Cause or if Executive resigns within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn, any unvested shares of Restricted Stock will become fully vested and non-forfeitable on such date of cessation of service. For purposes of this Agreement, “Cause,” “Management Incentive Plan,” and “Performance Based Restricted Share,” shall have the meanings set forth in any employment agreement between the Grantee and the Company or an Affiliate in effect at the time of such cessation of service.
(c) Upon cessation of the Grantee’s service with the Company for any reason other than by the Company without Cause or by the Grantee within 30 days following a reduction of (i) Grantee’s base salary, (ii) Grantee’s target incentive amount under the Company’s Management Incentive Plan or (iii) the amount of each Performance Based Restricted Share award that Grantee is eligible to earn , any unvested shares of Restricted Stock will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares.
(d) Solely for purposes of this Agreement, employment or service with the Company will be deemed to include employment or service with any subsidiary or Affiliate of the Company (for only so long as such entity remains a subsidiary or Affiliate).
Vesting of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date.
Vesting of Restricted Stock. The shares of Stock subject to this Award shall remain forfeitable until the risks of forfeiture lapse according to the following vesting schedule:
Vesting of Restricted Stock. Except as provided otherwise in Article 14 of the Plan and Sections 1 or 2 of this Annex A, the Restricted Stock shall vest in accordance with the Vesting Schedule set forth in the Restricted Stock Award Agreement. Any Shares that do not vest shall be forfeited.
Vesting of Restricted Stock. Any and all restrictions applicable to awards of restricted stock of Company then held by Executive shall lapse upon the Date of Termination, and any provision contained in the agreement(s) under which such restricted stock awards were granted that is inconsistent with such acceleration is hereby modified to the extent necessary to provide for such acceleration of vesting;
Vesting of Restricted Stock. On the Vesting Date of any shares of Restricted Stock of the Operating Company Service Provider, the following events shall occur or be deemed to have occurred:
A. The Corporation shall be deemed to sell to the Operating Company (or, if the Operating Company Service Provider is an Employee or other Service Provider of a Subsidiary of the Operating Company, to such Subsidiary of the Operating Company), and the Operating Company (or such Subsidiary of the Operating Company) shall be deemed to purchase from the Corporation, such shares of Restricted Stock (or portion thereof) that are includible in the taxable income of the Operating Company Service Provider on such Vesting Date (the “Operating Company Purchased Restricted Stock”), which shall not include any Restricted Stock (or portion thereof) purchased by the Operating Company Service Provider. The deemed price paid by the Operating Company (or a Subsidiary of the Operating Company) to the Corporation for Operating Company Purchased Restricted Stock shall be an amount equal to the product of (x) the number of shares of Operating Company Purchased Restricted Stock and (y) the Fair Market Value of a share of Common Stock on the Vesting Date.
B. The Operating Company (or any Subsidiary of the Operating Company) shall be deemed to transfer Operating Company Purchased Restricted Stock to the Participant at no additional cost, as additional compensation.
C. The Operating Company shall issue to the Corporation on the Vesting Date a number of Common Units equal to (i) the number of shares of Operating Company Purchased Restricted Stock in consideration for a deemed Capital Contribution from the Corporation in an amount equal to the number of Common Units issued in accordance with this section, multiplied by the per-Common Unit Fair Market Value and (ii) the number of shares of Restricted Stock (or portion thereof) purchased by the Operating Company Service Provider in consideration for the Capital Contribution from the Corporation of any purchase price paid by the Operating Company Service Provider for the applicable Restricted Stock (or portion thereof) to the Corporation. In the case where an Operating Company Service Provider is an employee or service provider to a Subsidiary of the Operating Company, then the Operating Company shall be deemed to have contributed such amount to the capital of such Subsidiary of the Operating Company.
Vesting of Restricted Stock. The restrictions and conditions in Paragraph 2 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of shares of Restricted Stock specified as vested on such date. Subsequent to such Vesting Date or Dates, the shares of Stock on which all restrictions and conditions have lapsed shall no longer be deemed Restricted Stock. The Administrator may at any time accelerate the vesting schedule specified in this Paragraph 3.
Vesting of Restricted Stock. (a) Except as otherwise provided in Sections 2(b), 2(c), 2(d), 2(e) and 4 hereof, provided that the continuous service of the Recipient continues through and on the applicable Vesting Date, the shares of Restricted Stock shall become vested in the following amounts, at the following times and upon the following conditions: [number] [date] There shall be no proportionate or partial vesting of shares of Restricted Stock in or during the months, days or periods prior to each Vesting Date, and all vesting of shares of Restricted Stock shall occur only on the applicable Vesting Date.
(b) [In the event that a Change in Control of the Company occurs during the Recipient's continuous service, the shares of Restricted Stock subject to this Agreement shall become immediately vested as of the date of the Change in Control.] [In the event that within [time period] following a Change in Control of the Company, the Recipient's employment is terminated by the Company without Cause or is terminated by the Recipient with Good Reason, the shares of Restricted Stock subject to this Agreement shall become immediately and fully vested as of the date of the Change in Control as of the date of such termination of employment, and shall be delivered, subject to any requirements under this Agreement, to the Recipient on the date of such termination of employment.]
(c) Notwithstanding any other term or provision of this Agreement, the Administrator shall be authorized, in its sole discretion, to accelerate the vesting of any shares of Restricted Stock under this Agreement, at such times and upon such terms and conditions as the Administrator shall deem advisable.
(d) [In the event that the Recipient’s continuous service terminates by reason of the Recipient’s death, all of the shares of Restricted Stock subject to this Agreement shall be immediately vested as of the date of such death, and shall be delivered, subject to any requirements under this Agreement, to the beneficiary or beneficiaries designated by the Recipient, or if the Recipient has not so designated any beneficiary(ies), or no designated beneficiary survives the Recipient, such shares shall be delivered to the personal representative of the Recipient’s estate.] [ In the event that the Recipient’s continuous service terminates by reason of the Recipient’s death, [____] of the shares of Restricted Stock subject to this Agreement shall be immediately vested as of the date of such death, and to the extent so vested, shall ...
Vesting of Restricted Stock. Subject to the further provisions of this Agreement, the shares of Restricted Stock shall become vested in accordance with the following schedule: Notwithstanding the above vesting schedule, but subject to the further provisions hereof, upon the occurrence of the following events the unvested shares of Restricted Stock shall vest or be forfeited as provided below:
Vesting of Restricted Stock. (a) Except as otherwise provided in Section 3 hereof, 25% of Restricted Stock shall become vested on each anniversary of the Date of Grant (each such date being a “Vesting Date”), provided that the Grantee’s employment with the Company, Comprehensive Health Management, Inc. (“CHMI”) or any other Subsidiary continues through and on the applicable Vesting Date.
(b) Except as otherwise provided in Section 3 hereof, there shall be no proportionate or partial vesting of Restricted Stock in or during the months, days or periods prior to each Vesting Date, and all vesting of Restricted Stock shall occur only on the applicable Vesting Date.