Dividend Equivalent Rights Clause Example with 6 Variations from Business Contracts

Dividend Equivalent Rights. If the Company pays any cash dividend on its outstanding Stock for which the record date occurs after the Grant Date, the Committee will credit the Participant's account as of the dividend payment date in an amount equal to the cash dividend paid on one share of Stock multiplied by the number of Restricted Stock Units under this Agreement that are unvested as of that record date ("Dividend Equivalents"). Such Dividend Equivalents will be subject to the vesting requirements of Section 4 below, an...d no Dividend Equivalent will vest or be paid to the Participant unless and until the corresponding Restricted Stock Unit vests and is settled. 1 4. Vesting. (a) Subject to Sections 2 and 5 of this Agreement, the restrictions on Award will vest with respect to 33% upon the day of the first anniversary of the date of grant; an additional 33% of the Award will lapse as set forth in Section 4(b) below; become vested on the day of the second anniversary of the date of grant; and the final 34% of the Award will become vested on the day of the third anniversary of the date of grant; provided, that, the Participant is then employed on each Vesting Date (as defined below) by the Company or an Affiliate. Notwithstanding the foregoing, subject to the limitations of the Plan, the Committee may accelerate the vesting of all or part of the Award at any time and for any reason. As soon as practicable after the Award vests and consistent with Section 409A of the Code, payment shall be made in Stock (based upon the Fair Market Value of the Stock on the day all restrictions lapse) and cash in the amount of any Dividend Equivalents credited to the Participant's account with respect to such shares of Stock. The Committee shall cause the Stock to be electronically delivered to the Participant's electronic account with respect to such Stock free of all restrictions. Pursuant to Section 12, and any cash and/or the number of shares delivered shall be net of the amount of cash and/or the number of shares withheld for satisfaction of Tax-Related Items (as defined below), if any. (b) The restrictions described in this Agreement will lapse upon determination by the Board or the Compensation Committee of the Board that the Company's relative Total Shareholder Return (TSR) for the period from January 1, 2017 to December 31, 2018 meets the vesting criteria set forth in the 2017 ADS relative TSR Performance Chart shown below. Upon such determination, the restrictions will lapse with respect to 100% of the Award upon the day of the second anniversary of the date of grant (such anniversary, a "Vesting Date"); provided, that, the Participant is employed by the Company or an Affiliate on the Vesting Date. If the Participant ceases to be employed by the Company or an Affiliate at any time prior the Vesting Date, any and all unvested Restricted Stock Units and their related Dividend Equivalents shall automatically be forfeited upon such cessation of service. The aggregate number of Restricted Stock Units on which restrictions will lapse on the Vesting Date will be determined in accordance with the following 2017 ADS relative TSR Performance Chart. For example, if the Company's relative TSR for the period from January 1, 2017 through December 31, 2018 is determined by the Board or the Compensation Committee of the Board to be ranked at the 55th Percentile, then restrictions on 100% of the total Award will lapse upon the day of the second anniversary of the date of grant, provided the Participant is employed by the Company or an Affiliate on the Vesting Date: Percentile TSR Rank Payout as % of Target Below Threshold <25th Percentile 0% Threshold 25th Percentile 0% Target 55th Percentile 100% Above 90th Percentile 150% Maximum 100th Percentile 175% Relative TSR measured against the companies within the S&P 500 as of 1/1/2017. Relative TSR is calculated based on the average trading price of ADS and S&P 500 companies over the 30 trading days prior to 1/1/2017 and the 30 trading days preceding 12/31/2018. 2 5. Termination of Employment. Unless otherwise determined by the Committee at time of grant or thereafter or as otherwise provided in the Plan, any unvested portion of any outstanding Award held by a Participant at the time of termination of employment or other service for any reason will be forfeited upon such termination. applicable. View More

Dividend Equivalent Rights. If the Company pays any cash dividend on its outstanding Stock for which the record date occurs after the Grant Date, the Committee will credit the Participant's account as of the dividend payment date in an amount equal to the cash dividend paid on one share of Stock multiplied by the number of Restricted Stock Units under this Agreement that are unvested as of that record date ("Dividend Equivalents"). Such Dividend Equivalents will be subject to the vesting requirements of Section 4 below, an...d no Dividend Equivalent will vest or be paid to the Participant unless and until the corresponding Restricted Stock Unit vests and is settled. 1 4. Vesting. (a) Subject to Sections 2 and 5 of this Agreement, the restrictions on the Award will lapse as set forth in Section 4(b) below; provided, that, the Participant is employed on each Vesting Date (as defined below) by the Company or an Affiliate. As soon as practicable after the Award vests and consistent with Section 409A of the Code, payment shall be made in Stock (based upon the Fair Market Value of the Stock on the day all restrictions lapse) and cash in the amount of any Dividend Equivalents credited to the Participant's account with respect to such shares of Stock. The Committee shall cause the Stock to be electronically delivered to the Participant's electronic account with respect to such Stock free of all restrictions. Pursuant to Section 12, and cash and/or the number of shares delivered shall be net of the amount of cash and/or the number of shares withheld for satisfaction of Tax-Related Items (as defined below), if any. (b) The restrictions described in this Agreement will lapse upon determination by the Board or the Compensation Committee of the Board that the Company's relative Total Shareholder Return (TSR) Earnings Before Taxes (EBT) for the period from January 1, 2017 to December 31, 2018 2017 meets the vesting criteria set forth in the 2017 ADS relative TSR EBT Performance Chart shown below. Upon such determination, the restrictions will lapse with respect to 100% 33% upon the day of the first anniversary of the date of grant; an additional 33% of the Award upon will become vested on the day of the second anniversary of the date of grant; and the final 34% of the Award will become vested on the day of the third anniversary of the date of grant (such (each such anniversary, a "Vesting Date"); provided, that, the Participant is employed by the Company or an Affiliate on the each Vesting Date. If the Participant ceases to be employed by the Company or an Affiliate at any time prior the to a Vesting Date, any and all unvested Restricted Stock Units and their related Dividend Equivalents shall automatically be forfeited upon such cessation of service. The aggregate number of Restricted Stock Units on which restrictions will lapse on the each Vesting Date will be determined in accordance with the following 2017 ADS relative TSR EBT Performance Chart. For example, if the Company's relative TSR EBT for the period from January 1, 2017 1 through December 31, 2018 2017 is determined by the Board or the Compensation Committee of the Board to be ranked at the 55th Percentile, $1,080 million, then restrictions on 100% 50.0% of the total Award will lapse lapse, with restrictions on 33% of the 50.0% lapsing upon the day of the first anniversary of the date of grant, restrictions on 33% of the 50.0% lapsing on the day of the second anniversary of the date of the grant, and restrictions on 34% of the 50.0% lapsing on the day of the third anniversary of the date of the grant, provided the Participant is employed by the Company or an Affiliate on the each Vesting Date: Percentile TSR Rank ADS EBT % Achvd Payout as % of Target Below Threshold <25th Percentile 0% Threshold 25th Percentile 0% Target 55th Percentile 100% Above 90th Percentile 150% Maximum 100th Percentile 175% Relative TSR measured against the companies within the S&P 500 as of 1/1/2017. Relative TSR is calculated based on the average trading price of ADS and S&P 500 companies over the 30 trading days prior to 1/1/2017 and the 30 trading days preceding 12/31/2018. <$1002.6 0 % $ 1,002.6 90 % 0 % $ 1,080.0 97 % 50 % $ 1,114.0 100 % 100 % $ 1,225.4 110 % 150 % 2 5. Termination of Employment. Unless otherwise determined by the Committee at time of grant or thereafter or as otherwise provided in the Plan, any unvested portion of any outstanding Award held by a Participant at the time of termination of employment or other service for any reason will be forfeited upon such termination. View More

Dividend Equivalent Rights. If the Company pays any cash dividend on its outstanding Stock for which the record date occurs after the Grant Date, the Committee will credit the Participant's account as of the dividend payment date in an amount equal to the cash dividend paid on one share of Stock multiplied by the number of Restricted Stock Units under this Agreement that are unvested as of that record date ("Dividend Equivalents"). Such Dividend Equivalents will be subject to the vesting requirements of Section 4 below, an...d no Dividend Equivalent will vest or be paid to the Participant unless and until the corresponding Restricted Stock Unit vests and is settled. 1 4. Vesting. (a) Subject to Sections 2 and 5 of this Agreement, the restrictions on the Award will lapse as set forth in Section 4(b) below; provided, that, the Participant is employed on each Vesting Date (as defined below) by the Company or an Affiliate. As soon as practicable after the Award vests and consistent with Section 409A of the Code, payment shall be made in Stock (based upon the Fair Market Value of the Stock on the day all restrictions lapse) and cash in the amount of any Dividend Equivalents credited to the Participant's account with respect to such shares of Stock. The Committee shall cause the Stock to be electronically delivered to the Participant's electronic account with respect to such Stock free of all restrictions. Pursuant to Section 12, and cash and/or the number of shares delivered shall be net of the amount of cash and/or the number of shares withheld for satisfaction of Tax-Related Items (as defined below), if any. (b) The restrictions described in this Agreement will lapse upon determination by the Board or the Compensation Committee of the Board that the Company's relative Total Shareholder Return (TSR) core Earnings Per Share (EPS) for the period from January 1, 2017 to December 31, 2018 2017 meets the vesting criteria set forth in the 2017 ADS relative TSR core EPS Performance Chart shown below. Upon such determination, the restrictions will lapse with respect to 100% 50% upon the day of the first anniversary of the date of grant; and the final 50% of the Award upon will become vested on the day of the second anniversary of the date of grant (such (each such anniversary, a "Vesting Date"); provided, that, the Participant is employed by the Company or an Affiliate on the each Vesting Date. If the Participant ceases to be employed by the Company or an Affiliate at any time prior the to a Vesting Date, any and all unvested Restricted Stock Units and their related Dividend Equivalents shall automatically be forfeited upon such cessation of service. The aggregate number of Restricted Stock Units on which restrictions will lapse on the each Vesting Date will be determined in accordance with the following 2017 ADS relative TSR core EPS Performance Chart. For example, if the Company's relative TSR core EPS for the period from January 1, 2017 1 through December 31, 2018 2017 is determined by the Board or the Compensation Committee of the Board to be ranked at the 55th Percentile, $17.50, then restrictions on 100% 82.4% of the total Award will lapse lapse, with restrictions on 50% of the 82.4% lapsing upon the day of the first anniversary of the date of grant, and restrictions on 50% of the 82.4% lapsing on the day of the second anniversary of the date of the grant, provided the Participant is employed by the Company or an Affiliate on the each Vesting Date: Percentile TSR Rank 2 PBRSU – Core EPS Core EPS Payout as $ 16.89 0.0 % of Target Below Threshold <25th Percentile 0% Threshold 25th Percentile 0% Target 55th Percentile 100% Above 90th Percentile 150% Maximum 100th Percentile 175% Relative TSR measured against the companies within the S&P 500 as of 1/1/2017. Relative TSR is calculated based on the average trading price of ADS and S&P 500 companies over the 30 trading days prior to 1/1/2017 and the 30 trading days preceding 12/31/2018. 2 $ 16.90 1.4 % $ 17.00 14.9 % $ 17.10 28.4 % $ 17.20 41.9 % $ 17.30 55.4 % $ 17.40 68.9 % $ 17.50 82.4 % $ 17.60 95.9 % $ 17.70 109.5 % $ 17.80 123.0 % $ 17.90 136.5 % $ 18.00 150.0 % 5. Termination of Employment. Unless otherwise determined by the Committee at time of grant or thereafter or as otherwise provided in the Plan, any unvested portion of any outstanding Award held by a Participant at the time of termination of employment or other service for any reason will be forfeited upon such termination. View More

Dividend Equivalent Rights. If the Company pays any cash dividend on its outstanding Stock for which the record date occurs after the Grant Date, the Committee will credit the Participant's account as of the dividend payment date in an amount equal to the cash dividend paid on one share of Stock multiplied by the number of Restricted Stock Units under this Agreement that are unvested as of that record date ("Dividend Equivalents"). Such Dividend Equivalents will be subject to the vesting requirements of Section 4 below, an...d no Dividend Equivalent will vest or be paid to the Participant unless and until the corresponding Restricted Stock Unit vests and is settled. 1 4. Vesting. (a) Subject to Sections 2 and 5 of this Agreement, the restrictions on the Award will lapse as set forth in Section 4(b) below; provided, that, the Participant is employed on each Vesting Date (as defined below) by the Company or an Affiliate. As soon as practicable after the Award vests and consistent with Section 409A of the Code, payment shall be made in Stock (based upon the Fair Market Value of the Stock on the day all restrictions lapse) and cash in the amount of any Dividend Equivalents credited to the Participant's account with respect to such shares of Stock. The Committee shall cause the Stock to be electronically delivered to the Participant's electronic account with respect to such Stock free of all restrictions. Pursuant to Section 12, and cash and/or the number of shares delivered shall be net of the amount of cash and/or the number of shares withheld for satisfaction of Tax-Related Items (as defined below), if any. (b) The restrictions described in this Agreement will lapse upon determination by the Board or the Compensation Committee of the Board that the Company's relative Total Shareholder Return (TSR) for the period from January 1, 2017 2018 to December 31, 2018 2019 meets the vesting criteria set forth in the 2017 2018 ADS relative TSR Performance Chart shown below. Upon such determination, the restrictions will lapse with respect to 100% of the Award upon the day of the second anniversary of the date of grant (such anniversary, a "Vesting Date"); provided, that, the Participant is employed by the Company or an Affiliate on the Vesting Date. If the Participant ceases to be employed by the Company or an Affiliate at any time prior the Vesting Date, any and all unvested Restricted Stock Units and their related Dividend Equivalents shall automatically be forfeited upon such cessation of service. The aggregate number of Restricted Stock Units on which restrictions will lapse on the Vesting Date will be determined in accordance with the following 2017 2018 ADS relative TSR Performance Chart. For example, if the Company's relative TSR for the period from January 1, 2017 2018 through December 31, 2018 2019 is determined by the Board or the Compensation Committee of the Board to be ranked at the 55th Percentile, then restrictions on 100% of the total Award will lapse upon the day of the second anniversary of the date of grant, provided the Participant is employed by the Company or an Affiliate on the Vesting Date: Percentile TSR Rank Payout as a % of Target Below Threshold <25th Percentile 0% Threshold 25th Percentile 0% Target 55th Percentile 100% Above 90th Percentile 150% Maximum 100th Percentile 175% • Payout for performance between points is interpolated on a straight-line basis • Payout is capped at 100% of target if ADS' absolute TSR is a negative return Relative TSR measured against the companies within the S&P 500 as of 1/1/2017. 1/1/2018. Relative TSR is calculated based on the average trading price of ADS and S&P 500 companies over the 30 trading days prior to 1/1/2017 1/1/2018 and the 30 trading days preceding 12/31/2018. 1/1/2020. 2 5. Termination of Employment. Unless otherwise determined by the Committee at time of grant or thereafter or as otherwise provided in the Plan, any unvested portion of any outstanding Award held by a Participant at the time of termination of employment or other service for any reason will be forfeited upon such termination. View More

Dividend Equivalent Rights. If the Company pays any cash dividend on its outstanding Stock for which the record date occurs after the Grant Date, the Committee will credit the Participant's Participant’s account as of the dividend payment date in an amount equal to the cash dividend paid on one share of Stock multiplied by the number of Restricted Stock Units under this Agreement that are unvested as of that record date ("Dividend Equivalents"). (“Dividend Equivalents”). Such Dividend Equivalents will be subject to the ves...ting requirements of Section 4 below, and no Dividend Equivalent will vest or be paid to the Participant unless and until the corresponding Restricted Stock Unit vests and is settled. 1 4. Vesting. (a) Subject to Sections 2 and 5 of this Agreement, the restrictions on the Award will lapse as set forth in Section 4(b) below; provided, that, the Participant is employed on each Vesting Date (as defined below) by the Company or an Affiliate. As soon as practicable after the Award vests and consistent with Section 409A of the Code, payment shall be made in Stock (based upon the Fair Market Value of the Stock on the day all restrictions lapse) and cash in the amount of any Dividend Equivalents credited to the Participant's Participant’s account with respect to such shares of Stock. The Committee shall cause the Stock to be electronically delivered to the Participant's Participant’s electronic account with respect to such Stock free of all restrictions. Pursuant to Section 12, and the cash and/or the number of shares delivered shall be net of the amount of cash and/or the number of shares withheld for satisfaction of Tax-Related Items (as defined below), if any. (b) The restrictions described in this Agreement will lapse upon determination by the Board or the Compensation Committee of the Board that the Company's Company’s relative Total Shareholder Return (TSR) for the period from January 1, 2017 2020 to December 31, 2018 2021 meets the vesting criteria set forth in the 2017 2020 ADS relative TSR Performance Chart shown below. Upon such determination, the restrictions will lapse with respect to 100% of the Award upon the day of the second anniversary of the date of grant Grant Date (such anniversary, a "Vesting Date"); “Vesting Date”); provided, that, the Participant is employed by the Company or an Affiliate on the Vesting Date. If the Participant ceases to be employed by the Company or an Affiliate at any time prior the Vesting Date, any and all unvested Restricted Stock Units and their related Dividend Equivalents shall automatically be forfeited upon such cessation of service. The aggregate number of Restricted Stock Units on which restrictions will lapse on the Vesting Date will be determined in accordance with the following 2017 2020 ADS relative TSR Performance Chart. For example, if the Company's Company’s relative TSR for the period from January 1, 2017 2020 through December 31, 2018 2021 is determined by the Board or the Compensation Committee of the Board to be ranked at the 55th Percentile, then restrictions on 100% of the total Award will lapse upon the day of the second anniversary of the date of grant, Grant Date, provided the Participant is employed by the Company or an Affiliate on the Vesting Date: Percentile TSR Rank Payout as a % of Target Below Threshold <25th Percentile 0% Threshold 25th Percentile 0% Target 55th Percentile 100% Above 90th Percentile 150% Maximum 100th Percentile 175% • Payout for performance between points is interpolated on a straight-line basis • Payout is capped at 100% of target if ADS’ absolute TSR is a negative return Relative TSR measured against the companies within the S&P 500 as of 1/1/2017. 1/1/2020. Relative TSR is calculated based on the average trading price of ADS and S&P 500 companies over the 30 trading days prior to 1/1/2017 1/1/2020 and the 30 trading days preceding 12/31/2018. 2 5. Termination of Employment. Unless otherwise determined by the Committee at time of grant or thereafter or as otherwise provided in the Plan, any unvested portion of any outstanding Award held by a Participant at the time of termination of employment or other service for any reason will be forfeited upon such termination. 1/1/2022. View More

Dividend Equivalent Rights. If the Company pays any cash dividend on its outstanding Stock for which the record date occurs after the Grant Date, the Committee will credit the Participant's Participant’s account as of the dividend payment date in an amount equal to the cash dividend paid on one share of Stock multiplied by the number of Restricted Stock Units under this Agreement that are unvested as of that record date ("Dividend Equivalents"). (“Dividend Equivalents”). Such Dividend Equivalents will be subject to the ves...ting requirements of Section 4 below, and no Dividend Equivalent will vest or be paid to the Participant unless and until the corresponding Restricted Stock Unit vests and is settled. 1 4. Vesting. (a) Subject to Sections 2 and 5 of this Agreement, the restrictions on the Award will lapse as set forth in Section 4(b) below; provided, that, the Participant is employed on each Vesting Date (as defined below) by the Company or an Affiliate. As soon as practicable after the Award vests and consistent with Section 409A of the Code, payment shall be made in Stock (based upon the Fair Market Value of the Stock on the day all restrictions lapse) and cash in the amount of any Dividend Equivalents credited to the Participant's Participant’s account with respect to such shares of Stock. The Committee shall cause the Stock to be electronically delivered to the Participant's Participant’s electronic account with respect to such Stock free of all restrictions. Pursuant to Section 12, and cash and/or the number of shares delivered shall be net of the amount of cash and/or the number of shares withheld for satisfaction of Tax-Related Items (as defined below), if any. (b) The restrictions described in this Agreement will lapse upon determination by the Board or the Compensation Committee of the Board that the Company's Company’s relative Total Shareholder Return (TSR) for the period from January 1, 2017 2019 to December 31, 2018 2020 meets the vesting criteria set forth in the 2017 2019 ADS relative TSR Performance Chart shown below. Upon such determination, the restrictions will lapse with respect to 100% of the Award upon the day of the second anniversary of the date of grant Grant Date (such anniversary, a "Vesting Date"); “Vesting Date”); provided, that, the Participant is employed by the Company or an Affiliate on the Vesting Date. If the Participant ceases to be employed by the Company or an Affiliate at any time prior the Vesting Date, any and all unvested Restricted Stock Units and their related Dividend Equivalents shall automatically be forfeited upon such cessation of service. The aggregate number of Restricted Stock Units on which restrictions will lapse on the Vesting Date will be determined in accordance with the following 2017 2019 ADS relative TSR Performance Chart. For example, if the Company's Company’s relative TSR for the period from January 1, 2017 2019 through December 31, 2018 2020 is determined by the Board or the Compensation Committee of the Board to be ranked at the 55th Percentile, then restrictions on 100% of the total Award will lapse upon the day of the second anniversary of the date of grant, Grant Date, provided the Participant is employed by the Company or an Affiliate on the Vesting Date: Percentile TSR Rank Payout as a % of Target Below Threshold <25th Percentile 0% Threshold 25th Percentile 0% Target 55th Percentile 100% Above 90th Percentile 150% Maximum 100th Percentile 175% • Payout for performance between points is interpolated on a straight-line basis • Payout is capped at 100% of target if ADS’ absolute TSR is a negative return Relative TSR measured against the companies within the S&P 500 as of 1/1/2017. 1/1/2019. Relative TSR is calculated based on the average trading price of ADS and S&P 500 companies over the 30 trading days prior to 1/1/2017 1/1/2019 and the 30 trading days preceding 12/31/2018. 1/1/2021. 2 5. Termination of Employment. Unless otherwise determined by the Committee at time of grant or thereafter or as otherwise provided in the Plan, any unvested portion of any outstanding Award held by a Participant at the time of termination of employment or other service for any reason will be forfeited upon such termination. View More