Vesting; Settlement Clause Samples

Vesting; Settlement. (a) Except as may otherwise be provided herein, the RSUs shall vest [in equal installments on each of the first [●] anniversaries] of the Date of Grant (each such date, a “Vesting Date”), subject to the Participant’s continued employment with, appointment as a director of, or engagement to provide services to, the Company or any of its Affiliates through the applicable Vesting Date. Any fractional RSU resulting from the application of the vesting schedule shall be aggregated and the RSU resulting from such aggregation shall vest on the final Vesting Date. Upon vesting, the RSUs shall no longer be subject to cancellation pursuant to Section 4 hereof. (b) Each RSU shall be settled within 10 days following the Vesting Date in shares of Common Stock.

Vesting; Settlement. (a) Subject to subsections (b), (c), (d) and (e) of this Section 3, all Restricted Stock Units shall vest on the third (3rd) anniversary of the Grant Date, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until such date. Subject to Section 5 below, the Company may cause such number of Restricted Stock Units to vest as may be necessary to satisfy any Tax-Related Items that may arise before the vesting date. (b) A pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon the earliest to occur of the following, provided that Participant has been in Continuous Service at all times during the period from the Grant Date until the date of such occurrence: (1) Participant’s death; or (2) Termination of employment due to Disability. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s death or termination of employment due to Disability (as applicable), and the denominator of which is 36. (c) If Participant is an Employee on the Grant Date, a pro rata portion of all Restricted Stock Units (if any) which have not vested shall vest upon Participant’s Normal Retirement. Such pro rata portion shall equal the number of unvested Restricted Stock Units, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to the date of Participant’s Normal Retirement, and the denominator of which is 36. “Normal Retirement” means termination of employment/retirement on or after age 65 (Normal Retirement Date) or after attaining age 55 with combined age in whole or partial years (rounded to the nearest whole month) plus years of service (as defined in a retirement plan of the Company, the Employer, or Subsidiary or Affiliate (as applicable) applicable to Participant) equal to at least 85 (the Rule of 85). For the avoidance of doubt, any Restricted Stock Units that do not vest pursuant to this Section 3(c) (i.e., the non-pro rata portion) shall be automatically, immediately and irrevocably forfeited upon Participant’s Normal Retirement.

Vesting; Settlement. As promptly as practicable (and, in no event more than two and one-half (2-1/2) months) following the last day of the Performance Period, the Committee shall determine (i) whether and to what extent the Performance Condition has been achieved (the date of such determination, the “Determination Date”) and (ii) the number of PSUs that shall be deemed earned, if any. The earned PSUs, if any, shall become vested as of the last day of the Performance Period, subject to the Participant’s continued employment through such date. Following the Determination Date, the Company shall deliver to the Participant one Share for each vested PSU in accordance with Section 8. Any PSU which does not become vested as of the last day of the Performance Period shall be forfeited without consideration or any further action by the Participant or the Company.

Vesting; Settlement. The RSUs shall become vested in accordance with the schedule set forth on the Award Notice. The Company shall deliver to the Participant one share of Common Stock for each RSU (as adjusted under the Plan) which becomes vested in a given calendar year, pursuant to Section 12, below, and such vested RSU shall be cancelled upon such delivery, provided, that any RSUs which become vested on or during the six-month period following the IPO shall be settled as soon as practicable (but within 30 days) after the date that is six months and one day following the IPO.

Vesting; Settlement. Except as otherwise provided herein or otherwise determined by the Committee, the RSUs granted hereunder will become vested and settled as follows:

Vesting; Settlement. The PSPUs Available for Vesting will vest (becoming “Vested Performance Share Plan Units”) on the dates (the “Vesting Dates”) and in the manner set forth in this Section 4, provided that Participant has been an active employee of the Company, a Subsidiary, or an Affiliate at all times during the period from the Grant Date through the applicable Vesting Date. (a) The PSPUs Available for Vesting will become 100% vested on the third anniversary of the Grant Date. (b) Notwithstanding the foregoing provisions of Section 4(a), in the event Participant separates from service by termination of employment by the Company or the Employer or their successors and such termination would constitute a Severance upon or within two years following a Change in Control applicable to Participant and such Severance occurs after the end of the Performance Period but before all PSPUs Available for Vesting become vested, all PSPUs Available for Vesting shall immediately and fully vest and become Vested Performance Share Plan Units; provided, however, that if such Change in Control occurs after the end of the Performance Period but prior to the date the Company determines whether or not the performance goals have been achieved (as set forth in Section 3(b)), all PSPUs Available for Vesting shall fully vest immediately following the Company’s determination. For purposes of this Agreement, the date of such Change in Control shall be deemed to be the Vesting Date. (c) Notwithstanding the foregoing provisions of Section 4(a), in the case of Participant's death, termination of Participant's employment with the Company or the Employer, as applicable, as a result of a Disability or upon Participant’s Normal Retirement, a pro rata portion of the PSPUs Available for Vesting shall vest. Such pro rata portion shall equal the number of PSPUs Available for Vesting, multiplied by a fraction, the numerator of which is the number of full months elapsing from the Grant Date to Participant's death, Disability or Normal Retirement, and the denominator of which is 36. Such pro rata portion of PSPUs Available for Vesting shall be deemed to be Vested Performance Share Plan Units for all purposes of this Agreement. For purposes of the settlement provisions of Section 4(d), the last day of the Performance Period shall be deemed the Vesting Date for Vested Performance Share Plan Units that vest pursuant to this Section 4(c). For purposes of this Agreement,

Vesting; Settlement. (a) The RSUs shall become vested in accordance with the schedule set forth on the Award Notice. The Company shall deliver to the Participant one Share for each RSU (as adjusted under the Plan) as soon as practicable and no later than twenty (20) business days following the applicable vesting date, subject to Section 4(b) below, and such vested RSU shall be cancelled upon such delivery. (b) If permitted by the Company, the Participant may elect, subject to the terms and conditions of the Plan and any other applicable written plan or procedure adopted by the Company from time to time for purposes of such election, to defer the distribution of all or any portion of the Shares that would otherwise be distributed to the Participant hereunder (the “Deferred Shares”), consistent with the requirements of Section 409A of the Code. Upon the earning of RSUs that have been so deferred, the applicable number of Deferred Shares will be credited to a bookkeeping account established on the Participant’s behalf (the “Account”). Subject to Section 3, the number of Shares equal to the number of Deferred Shares credited to the Participant’s Account will be distributed to the Participant in accordance with the terms of the Plan and the other applicable written plans or procedures of the Company, consistent with the requirements of Section 409A of the Code. (c) The Participant will be solely liable for all federal, state, local, foreign and other tax obligations related to the RSUs (collectively, “Tax-Related Items”), and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or settlement of the RSUs or the subsequent sale of any Shares and (ii) does not commit to structure the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items. The Participant acknowledges that the Company has encouraged the Participant to consult the Participant’s own adviser regarding the tax consequences of the Award, and that the Participant is not relying on the Company or its Affiliates or agents for tax advice. (d) The Company shall pay any costs incurred in connection with issuing the Shares. Upon the issuance of the Shares to the Participant, the Participant’s Unit Account shall be eliminated. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue or transfer the Shares as contemplated by this Agreement unless and until such issuance or...

Vesting; Settlement. (a) Except as may otherwise be provided herein, subject to the Participant’s continued employment with, or engagement to provide services to, the Company and any of its Affiliates, the RSUs shall vest as follows: [_____] (any date on which RSUs vest, a “Vesting Date”). Upon vesting, the RSUs shall no longer be subject to the transfer restrictions pursuant to Section 14(b) of the Plan or cancellation pursuant to Section 4 hereof. (b) Each RSU shall be settled within 10 days following the Vesting Date in shares of Common Stock.

Vesting; Settlement. The RSUs shall vest in accordance with the vesting terms set forth in Exhibit A.