Cessation of Service Clause Example with 4 Variations from Business Contracts

Cessation of Service. The restricted stock units subject to this Award shall, to the extent not previously vested, immediately vest in full upon Participant’s cessation of Board service by reason of death, Permanent Disability or Retirement. Should Participant cease Board service for any other reason prior to vesting in one or more Shares subject to this Award, then the Award will be immediately cancelled with respect to those unvested Shares, and the number of restricted stock units will be reduced accordingly. Part...icipant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. (b) Notwithstanding the foregoing, should any dividend or other distribution payable other than in shares of Common Stock be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on those Shares had they been issued and outstanding and entitled to that dividend or distribution. As the Shares vest hereunder, the phantom dividend equivalents that are credited to those Shares in the book account shall concurrently vest, and those vested dividend equivalents shall subsequently be distributed to Participant (in cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) at that time or at such later time as may be specified in the same Participant’s Deferral Election for this Award. Should Participant elect on his or her Deferral Election to defer the Shares but not the phantom dividend equivalents pertaining to those Shares, then any dividend equivalents credited from time to time on those Shares after the vested date those Shares vest shall be paid to Participant within thirty (30) days after the date of the actual dividend or distribution to which those particular dividend equivalents relate. Should the Deferral Election provide for an installment distribution of the Shares and the deferral of the phantom dividend equivalents with respect to those Shares, then any additional amounts that are, during the installment distribution period, credited to the Participant’s special book account hereunder pursuant to the phantom dividend equivalents attributable to the undistributed portion of the Shares shall also be deferred and shall not be paid until the deferred Shares to which those additional amounts pertain are issued in satisfaction of the elected installment distribution. In no event shall such phantom dividend equivalents vest or become distributable unless the Shares to which they relate are issued. vest in accordance with the terms of this Agreement. View More

Cessation of Service. The restricted stock units subject to this Award shall, to the extent not previously vested, immediately vest Except as otherwise provided in full upon Participant’s cessation of Board service by reason of death, Permanent Disability or Retirement. Should Paragraph 5 below, should Participant cease Board service Service for any other reason prior to vesting in one or more Shares subject to this Award, then the Award will be immediately cancelled with respect to those unvested Shares, and the num...ber of restricted stock units Restricted Stock Units will be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. (b) Notwithstanding the foregoing, should any dividend stock dividend, whether regular or other distribution payable other than in shares of Common Stock extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or 2 more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a phantom dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the actual special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend or distribution equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which would have been paid those dividends on those Shares had they been issued and the outstanding and entitled to that dividend or distribution. As Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares vest hereunder, the phantom dividend equivalents that are credited to those Shares in the book account which they relate and shall concurrently vest, and those vested dividend equivalents shall subsequently be distributed to Participant (in cash or concurrently with the issuance of those Shares on the applicable Issue Date. However, each such other form as distribution shall be subject to the Plan Administrator may deem appropriate in its sole discretion) at Corporation’s collection of the same time the vested Shares Withholding Taxes applicable to which those phantom dividend equivalents relate are issued. that distribution. View More

Cessation of Service. The restricted stock units subject to this Award shall, to the extent not previously vested, immediately vest Except as otherwise provided in full upon Participant’s cessation of Board service by reason of death, Permanent Disability or Retirement. Should Paragraph 5 below, should Participant cease Board service Service for any other reason prior to vesting in one or more Shares subject to this Award, then the Award will be immediately cancelled with respect to those unvested Shares, and the num...ber of restricted stock units Restricted Stock Units will be reduced accordingly. Participant shall thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or other distribution payable other than in distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the 2 applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a phantom dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the actual special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend or distribution equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which would have been paid those dividends on those Shares had they been issued and the outstanding and entitled to that dividend or distribution. As Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares vest hereunder, the phantom dividend equivalents that are credited to those Shares in the book account which they relate and shall concurrently vest, and those vested dividend equivalents shall subsequently be distributed to Participant (in cash or concurrently with the issuance of those Shares on the applicable Issue Date. However, each such other form as distribution shall be subject to the Plan Administrator may deem appropriate in its sole discretion) at Corporation’s collection of the same time the vested Shares Withholding Taxes applicable to which those phantom dividend equivalents relate are issued. that distribution. View More

Cessation of Service. The restricted stock units subject to this Award shall, to (a) Except as otherwise provided in Paragraph 3(b) below, should the extent not previously vested, immediately vest in full upon Participant’s cessation of Board service by reason of death, Permanent Disability or Retirement. Should Participant cease Board service Service for any other reason prior to vesting in one or more Shares Restricted Stock Units subject to this Award, then the Award will be immediately cancelled with respect to t...hose unvested Shares, and the number of restricted stock units will be reduced accordingly. Restricted Stock Units. The Participant shall thereupon cease to have any right or entitlement to receive any Shares shares of Common Stock under those cancelled units. Restricted Stock Units. (b) The Participant’s Employment Agreement sets forth certain terms and conditions under which Participant’s equity or equity-based awards from the Corporation, including this Award, may vest in whole or in part on an accelerated basis in connection with his cessation of Service under various specified circumstances. The Employment Agreement also sets forth the date or dates on which the shares of Common Stock subject to the awards that vest on such an accelerated basis, including the Restricted Stock Units subject to this Award, are to be issued. The terms and provisions of the Employment Agreement (including any conditions, restrictions or limitations governing the accelerated vesting of the Restricted Stock Units or the issuance of the underlying shares of Common Stock , including (without limitation) the execution and delivery of an effective general release), as they apply to this Award, are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement. 2 (b) Notwithstanding the foregoing, should any dividend or other distribution distribution, whether regular or extraordinary, payable in cash or other property (other than in shares of Common Stock Stock) be declared and paid on the outstanding Common Stock while one or more Shares Restricted Stock Units remain subject to this Award (i.e., those Shares shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then the following provisions shall govern the Participant’s interest in that dividend or distribution: (i) If the dividend is a regularly-scheduled cash dividend on the Common Stock, then the Participant shall be entitled to a current cash distribution from the Corporation equal to the cash dividend the Participant would have received with respect to the Restricted Stock Units at the time subject to this Award had the underlying shares of Common Stock actually been issued and outstanding and entitled to that cash dividend. Each cash dividend equivalent payment under this subparagraph (i) shall be paid within five (5) business days following the payment of the actual cash dividend on the outstanding Common Stock, subject to the Corporation’s collection of all applicable federal, state and local income and employment withholding taxes. (ii) For any other dividend or distribution, a special book account shall be established for the Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on those Shares the underlying shares of Common Stock at the time subject to this Award had they been issued and outstanding and entitled to that dividend or distribution. As the Shares Restricted Stock Units subsequently vest hereunder, the phantom dividend equivalents that are so credited to those Shares Restricted Stock Units in the book account shall concurrently also vest, and those vested dividend equivalents shall subsequently be distributed to the Participant (in cash or such other form as the Plan Administrator may deem appropriate in its sole discretion) at the same time form the actual dividend or distribution was paid to the holders of the Common Stock entitled to that dividend or distribution) concurrently with the payment of the vested Shares Restricted Stock Units to which those phantom dividend equivalents relate. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. In no event shall any such phantom dividend equivalents vest or become distributable unless the Restricted Stock Units to which they relate are issued. vest in accordance with the terms of this Agreement. View More