Delivery of Shares Clause Example with 4 Variations from Business Contracts

Delivery of Shares. (a) General. Subject to the provisions of Sections 4(b) and 4(c) Section 17 hereof, within thirty (30) ten (10) days following the applicable vesting date of the RSUs, RSUs the Participant shall receive the number of shares of Common Stock that correspond to the number of RSUs that have become vested on the applicable vesting date; provided that the Participant shall be obligated to pay to the Company the aggregate par value of the shares of Common Stock to be issued within ten (10) days followi...ng the issuance of such shares unless such shares have been issued by the Company from the Company’s treasury. (b) Blackout Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 4(a) hereof, such distribution shall be instead made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (A) the end of the calendar year in which such distribution would otherwise have been made and (B) date, less a date that is immediately prior to the expiration of two and one-half months following the date such distribution would otherwise have been made hereunder. 2 (c) Deferrals. 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 of Common Stock that would otherwise be distributed to the Participant hereunder (the “Deferred Shares”), consistent with the requirements of Section 409A of the Code. Upon the vesting of RSUs that have been so deferred, the applicable number of Deferred Shares shall be credited to a bookkeeping account established on the Participant’s behalf (the “Account”). Subject to Section 5 hereof, the number of shares of Common Stock equal to the product of (i) the Fair Market Value of the shares of Common Stock on the delivery date and (ii) the highest marginal Federal tax rate applicable to individuals, with the result rounded down to the nearest whole share (the “Tax Reduction”). The Fair Market Value of the shares of Common Stock subject to the Tax Reduction shall be paid to the Participant in cash at the same time as the delivery of the shares of Common Stock pursuant to this Section 4 (collectively, the “RSU Settlement”). 2 5. Dividends; Rights as Stockholder. Cash dividends on the number of Deferred Shares shares of Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant’s Account Participant with respect to each RSU granted to the Participant; provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be distributed held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the terms and conditions provisions hereof. Stock dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Plan and Participant with respect to each RSU granted to the other applicable written plans or procedures Participant; provided that such stock dividends shall be paid in shares of Common Stock at the Company, consistent same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the requirements provisions hereof. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Section 409A Common Stock covered by any RSU unless and until the Participant has become the holder of the Code. record of such shares. View More

Delivery of Shares. (a) General. Subject to the provisions of Sections 4(b) and 4(c) hereof, within thirty (30) days As soon as administratively practicable following the vesting of the RSUs, the Participant shall receive the number of shares of Common Stock that correspond to the number of RSUs that have become vested on the applicable vesting date; provided that the Participant shall be obligated to pay to the Company the aggregate par value of the shares of Common Stock to be issued within ten (10) days followin...g the issuance of such shares unless such shares have been issued by the Company from the Company’s treasury. (b) Blackout Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 4(a) hereof, 3, but in no event later than 60 days after such distribution shall be instead made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (A) the end of the calendar year in which such distribution would otherwise have been made and (B) a date that is immediately prior to the expiration of two and one-half months following the date such distribution would otherwise have been made hereunder. 2 (c) Deferrals. 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 vesting date, the Company from time to time for purposes of such election, to defer the distribution of all or any portion of the shares of Common Stock that would otherwise be distributed shall deliver to the Participant hereunder (the “Deferred Shares”), consistent with the requirements of Section 409A of the Code. Upon the vesting of RSUs that have been so deferred, the applicable number of Deferred Shares shall be credited to a bookkeeping account established on the Participant’s behalf (the “Account”). Subject to Section 5 hereof, the number of shares of Common Stock equal to the number of Deferred Shares vested RSUs. All shares of Common Stock issued hereunder shall be delivered either by delivering one or more certificates for such shares to the Participant or by entering such shares in book entry form, as determined by the Committee in its sole discretion. The value of the shares of Common Stock shall not bear any interest owing to the passage of time. Neither this Section 4 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind. 2 5. Dividends and Dividend Equivalent Rights. The cash dividends that would have been payable to the Participant had the unvested RSUs held by the Participant at the record date of such dividend been instead shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant’s Account Participant with respect to each unvested RSU of the Participant, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be distributed held uninvested and without interest and paid in cash as unvested RSUs vest. Stock dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such stock dividends shall be paid in shares of Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the terms provisions hereof. Except as otherwise provided herein, (i) any amount potentially payable to the Participant in respect of any dividend payable to holders of Common Stock shall be automatically forfeited for no consideration to the extent the RSU to which they relate are forfeited for any reason prior to vesting and conditions (ii) the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the Plan and Participant has become the other applicable written plans or procedures holder of the Company, consistent with the requirements record of Section 409A of the Code. such shares. View More

Delivery of Shares. (a) 4.1 General. Subject to the provisions of Sections 4(b) 3.3, 4.2 and 4(c) 4.3 hereof, within thirty (30) days following the vesting of the RSUs, the Participant shall receive the number of shares of Common Stock Shares that correspond to the number of RSUs that have become vested on the -3-RSU Agreement applicable vesting date; provided that the Participant shall be obligated to pay to the Company the aggregate par value of the shares of Common Stock Shares to be issued within ten (10) days ...following the issuance of such shares Shares unless such shares Shares have been issued by the Company from the Company’s treasury. (b) Notwithstanding anything to the contrary herein, in accordance with Section 20.5 of the Plan, a payment on account of Termination of Employment of an amount subject to Section 409A of the Code to a “specified employee” may not be made until at least six months after such a Termination of Employment. Any payment otherwise due in such six month period shall be suspended and become payable at the end of such six month period. 4.2 Securities Law Compliance, Blackout Periods. If the Participant is subject to any Company “blackout” policy or other reasonably anticipates that making of a payment hereunder would violate federal securities laws, a trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 4(a) hereof, 4.1 hereof or other applicable law, such distribution shall be instead made on the earlier of (i) earliest date the date Company reasonably anticipates that the Participant is making such payment would not subject to any cause such policy or restriction and (ii) the later of (A) the end of the calendar year in which such distribution would otherwise have been made and (B) a date that is immediately prior to the expiration of two and one-half months following the date such distribution would otherwise have been made hereunder. 2 (c) violation. 4.3 Deferrals. 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 of Common Stock 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 vesting of RSUs that have been so deferred, the applicable number of Deferred Shares shall be credited to a bookkeeping account established on the Participant’s behalf (the “Account”). Subject to Section 5 hereof, the number of shares of Common Stock Shares equal to the number of Deferred Shares credited to the Participant’s Account shall be distributed to the Participant in accordance with the terms and conditions of the Plan and the other applicable written plans or procedures of the Company, consistent with the requirements of Section 409A of the Code. View More

Delivery of Shares. (a) General. Subject to the provisions of Sections 4(b) and 4(c) hereof, within thirty (30) days following the vesting of the RSUs, the Participant shall receive the number of shares of Common Stock that correspond to the number of RSUs that have become vested on the applicable vesting date; provided that the Participant shall be obligated to pay to the Company the aggregate par value of the shares of Common Stock to be issued within ten (10) days following the issuance of such shares unless suc...h shares have been issued by the Company from the Company’s treasury. (b) Blackout Periods. If the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 4(a) hereof, such distribution shall be instead made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (A) the end of the calendar year in which such distribution would otherwise have been made and (B) a date that is immediately prior to the expiration of two and one-half months following the date such distribution would otherwise have been made hereunder. 2 (c) Deferrals. 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 of Common Stock that would otherwise be distributed to the Participant hereunder (the “Deferred Shares”), consistent with the requirements of Section 409A of the Code. Upon the vesting of RSUs that have been so deferred, the applicable number of Deferred Shares shall be credited to a bookkeeping account established on the Participant’s behalf (the “Account”). Subject to Section 5 hereof, the number of shares of Common Stock equal to the number of Deferred Shares credited to the Participant’s Account shall be distributed to the Participant in accordance with the terms and conditions of the Plan and the other applicable written plans or procedures of the Company, consistent with the requirements of Section 409A of the Code. 2 5. Dividends; Rights as Stockholder. Cash dividends on shares of Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Stock dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such stock dividends shall be paid in shares of Common Stock at the same time that the shares of Common Stock underlying the RSUs are delivered to the Participant in accordance with the provisions hereof. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by any RSU unless and until the Participant has become the holder of record of such shares. View More