Vesting; Payment Clause Samples

Vesting; Payment. The Equivalents granted to Recipient will vest on July 8, 2018, subject to the provisions of this Award Agreement (such date is hereinafter referred to as the “Vesting/Payment Date”). Upon vesting, each vested Equivalent will convert, at that time into one share of the Company’s $.01 par value Common Stock (“Common Stock”), which will be issued to the Recipient on, or as soon as practicable after, the Vesting/Payment Date, but not later than December 31st of the year in which the Vesting/Payment Date occurs.

Vesting; Payment. Provided that such Restricted Equivalents have not been forfeited pursuant to Section 5 below, the Equivalents granted to Recipient will vest on , subject to the provisions of this Award Agreement (each such date is hereinafter referred to as a “Vesting/Payment Date”). Upon the Vesting/Payment Date, the Company shall transfer to the Recipient or his or her beneficiary one share of the Company’s $0.01 par value Common Stock (“Common Stock”) for each Restricted Equivalent that so vests. Such shares of Common Stock shall be issued to the Recipient or his or her beneficiary on, or as soon as practicable after the Vesting/Payment Date, but in no event later than the last day of the calendar year in which such Vesting/Payment Date occurs, or, if later, the 15th day of the third month following the end of the month in which such Vesting/Payment Date occurs.

Vesting; Payment. 3.1. Except as otherwise provided herein, provided that the Grantee remains in Continuous Service through the applicable vesting date, the Restricted Share Units will vest in accordance with the following schedule (each, a “Vesting Date”): [VESTING DATE] [NUMBER OR PERCENTAGE OF SHARES THAT VEST ON THE VESTING DATE] [VESTING DATE] [NUMBER OR PERCENTAGE OF SHARES THAT VEST ON THE VESTING DATE] 3.2. The foregoing vesting schedule notwithstanding, if the Grantee’s Continuous Service terminates for any reason at any time before all of his or her Restricted Share Units have vested, the Grantee’s unvested Restricted Share Units shall be automatically forfeited upon such termination of Continuous Service and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement. 3.3. The foregoing vesting schedule notwithstanding, in the event of the Grantee’s death or if the Grantee’s Continuous Service is terminated by the Company or an Affiliate due to the Grantee’s Disability, 100% of the unvested Restricted Share Units shall vest as of the date of such termination. 3.4. The Company shall, as soon as reasonably, practicable following a Vesting Date (and in no event later than March 15th of the calendar year following the calendar year in which the Applicable Vesting Date occurs) (each a “Payment Date”), deliver (or cause to be delivered) to the Participant one Class A Ordinary Share with respect to each vested Restricted Share Unit, as settlement of such Restricted Share Unit and each such Restricted Share Unit shall thereafter be cancelled.

Vesting; Payment. (a) The Award shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. The Award shall become vested on a pro rata basis over a three-year period beginning as of the Grant Date, with one-third of the Award vesting on each of the first, second, and third anniversaries of the Grant Date (each a “Normal Vesting Date”), provided that Participant remains continuously employed by the Company through each such Normal Vesting Date. In addition, the Award shall become vested with respect to 100% of the Restricted Stock Units on the date Participant experiences a termination of employment with the Company or any Subsidiary on or after age 65 (referred to herein as “Normal Retirement”) other than for Cause (as defined below). Restricted Stock Units that have vested and are no longer subject to a substantial risk of forfeiture are referred to herein as “Vested Units.” Restricted Stock Units that are not vested and generally remain subject to forfeiture are referred to herein as “Unvested Units.” (b) The vesting period of the Award set forth in Paragraph 3(a) may be adjusted by the Compensation Committee (“Committee”) to reflect the decreased level of employment during any period in which Participant is on an approved leave of absence or is employed on a less than full time basis. Notwithstanding anything to the contrary in this Paragraph 3, the Award shall be subject to earlier acceleration of vesting and/or forfeiture and transfer as provided in this Agreement and the Plan. In no event may any adjustment under this paragraph delay the Settlement Date for any Vested Units beyond the applicable Normal Vesting Date or termination of employment if earlier. (c) Subject to Paragraph 3(d) below, on each Normal Vesting Date, or, if earlier, upon Normal Retirement, Participant shall be entitled to receive one Share (subject to adjustment under Paragraph 13 hereof and/or Section 13 of the Plan) for each Vested Unit in accordance with the terms and provisions of this Agreement and the Plan. The Company will transfer such Shares to Participant or Participant’s designee subject to (i) Participant’s satisfaction of any required tax withholding obligations as set forth in Paragraph 6 and (ii) the restrictions, if any, imposed by the Company pursuant to Paragraph 14(f) or otherwise pursuant to the terms and conditions of the Plan and this Agreement. (d) Each date upon which Shares are to be issued un...

Vesting; Payment. Vesting of the Performance Units is contingent upon achievement of performance targets for the period from October 1, ____ through September 30, _____ (the “Performance Period”). Provided that such Performance Units have not been forfeited pursuant to Section 5 below, a number of Performance Units will vest on the last date of the Performance Period (the “Vesting/Payment Date”) as follows. Whether and to what extent the Target Performance Units shall vest shall be determined by comparing the Company’s Adjusted Cumulative Earnings Per Share (“EPS”) and Free Cash Flow as a Percentage of Sales (“FCF”) during the Performance Period. Threshold, target, and stretch performance during the Performance Period are set forth in the chart below: Upon attainment of “threshold” performance for the Performance Period in either EPS or FCF, 25% of the Target Performance Units will vest, with 50% of such Target performance Units vesting upon attainment of “threshold” performance for both EPS and FCF. Upon attainment of “target” performance for the Performance Period in either EPS or FCF, 50% of the Target Performance Units will vest, with 100% of such Target performance Units vesting upon attainment of “target” performance for both EPS and FCF. Upon attainment of “stretch” performance for the Performance Period in either EPS or FCF, 100% of the Target Performance Units will vest, with 200% of such Target performance Units vesting upon attainment of “stretch” performance for both EPS and FCF. In the event either EPS or FCF performance is between threshold and target or target and stretch performance for a Performance Period, the awards will proportionally vest between 25% and 50% or 50% and 100% proportionally, based upon linear interpolation with increases at 1/10th of 1% increments between each percentage. No payment under this performance goal will be made for Company performance below threshold. For purposes of this Agreement, Adjusted Cumulative Earnings Per Share means the cumulative “diluted earnings per share”, (determined in accordance with generally accepted accounting principles) as reasonably determined by the Company and approved by the Committee, adjusted to account for: ◦ the effects of acquisitions; divestitures; stock split-ups; stock dividends or distributions; recapitalizations; warrants or rights issuances or combinations; exchanges or reclassifications with respect to any outstanding class or series of the Company’s common stock; ◦ a corporate transactio...

Vesting; Payment. Each Equivalent will vest on the date that is three (3) years from the date of its crediting and convert, at that time, or otherwise as provided herein, into one share of Common Stock which will be issued to the Recipient. If Recipient, no later than thirty (30) days from the effective date of this Award Agreement, elects in writing to defer the conversion of Equivalents into shares of Common Stock, the Equivalents will not convert into Common Stock, and shares of Common Stock will not be issued to the Recipient, until the Recipient's termination of service on the Board of Directors of the Company.

Vesting; Payment. Each Equivalent will vest on the date that is three (3) years from the date of its crediting and convert, at that time, or otherwise as provided herein, into one share of Common Stock which will be issued to the Recipient. If Recipient, no later than thirty (30) days from the effective date of this Award Agreement, elects in writing to defer the conversion of Equivalents into shares of Common Stock, the Equivalents will not convert into Common Stock, and shares of Common Stock will not be issued to the Recipient, until the Recipient's retirement or other termination of employment with the Company. Notwithstanding the above, if, at the time of vesting, the payment to the Recipient would not be deductible compensation for the Company because of the Recipient's status as one of the five (5) most highly compensated officers of the Company, the Equivalents will not be converted into shares of Common Stock, and payment will not be made to the Recipient, until such time as the payment would be deductible compensation.

Vesting; Payment. Vesting of the Performance Equivalents is contingent upon achievement of performance targets with respect to the Company’s CAGR for the period from September 30, 2009 through September 30, 2012 (the “Measurement Period”). As indicated in the following chart, a number of Equivalents equal to 12.5% of the total Performance Equivalents granted, as set forth in Paragraph 1 above, will vest on the date that the Company publicly releases earnings results for its 2012 fiscal year (the “Vesting/Payment Date”) only if 5% CAGR is achieved for the Measurement Period, increasing proportionately, in 1/10th of one percent increments, up to 100% of the total Performance Equivalents granted if 12% or greater CAGR is achieved for that period. By way of example, the following percentages will vest at the specific CAGR targets noted below. Fractional Equivalents vesting will be rounded up to the nearest whole number.

Vesting; Payment of Restricted Stock Units; Forfeiture. (a) Vesting/Payment Tranche