Dividend Voting and Other Rights Contract Clauses (101)

Dividend Voting and Other Rights. The Grantee shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in the Shares underlying the Restricted Share Units until such Shares have been delivered to the Grantee in accordance with Section 4 hereof. The obligations of the Company under this Agreement will be merely that of an unfunded and unsecured promise of the Company to deliver Shares in the future, subject to the terms and conditions of this Agreement, and the rights of the Grantee... will be no greater than that of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement. View More

Dividend Voting and Other Rights. Except as otherwise provided herein, from and after the Date of Grant, the Grantee shall have all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares. Notwithstanding the foregoing, the payment of dividends or distributions on the Restricted Shares shall be subject to the following rules: (a)Cash Dividends. Any cash dividends or distributions paid with respect to Restricted Shares that have not yet vested will be subject to the ...same restrictions on transferability and the possibility of forfeiture to the Company as the Restricted Shares to which the cash dividends or distributions relate. To facilitate the enforcement of this provision, any such cash dividends or distributions paid with respect to unvested Restricted Shares will be held by the Company or its agent designated for that purpose until such time as the Restricted Shares to which the cash dividends or distributions relate become vested or are forfeited. To the extent that the Restricted Shares become vested in accordance with Section 2 hereof, the cash dividends or distributions with respect thereto will be paid or transferred to the Grantee (without interest) within 30 calendar days after the date that the Restricted Shares become vested. To the extent the Restricted Shares are forfeited in accordance with Section 3 hereof, all of the Grantee's right, title and interest in and to such cash dividends or distributions with respect thereto will automatically be forfeited by the Grantee and transferred to the Company. The Grantee agrees to take any and all other actions (including without limitation executing, delivering, performing and filing such other agreements, instruments and documents) as the Company may deem necessary or appropriate to carry out and give effect to this Section 5(a). The obligations of the Company under this Section 5(a) will be merely that of an unfunded and unsecured promise of the Company to deliver cash in the future, subject to the terms and conditions herein, and the rights of the Grantee to such cash payment will be no greater than that of an unsecured general creditor. Any cash paid to the Grantee pursuant to this Section 5(a) shall be reported on the Grantee's Form 1099-MISC as compensation income for services as a director. (b)In-Kind Distributions. Any additional Shares or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company shall be considered Restricted Shares and shall be subject to the same restrictions as the Restricted Shares covered by this Agreement. 2 6. Compliance with Laws. (a) Taxes. The Grantee shall be liable and responsible for all taxes owed in connection with the Restricted Shares, including the awarding and vesting thereof. The Company does not commit and is under no obligation to structure the Restricted Shares to reduce or eliminate the Grantee's tax liability. (b) Securities Law Compliance. The Grantee understands that each certificate evidencing the Restricted Shares will bear a legend in substantially the following form, which the Grantee has read and understands: THESE SECURITIES HAVE NOT BEEN ISSUED PURSUANT TO A REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (WHICH TRANSACTION SHALL BE ACCOMPANIED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR OTHER APPLICABLE LAWS) OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH SECURITIES UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS.. (c)General. No Restricted Shares shall be delivered unless and until the Company is satisfied, in its sole discretion, that there has been compliance with all legal requirements applicable to the issuance of such Restricted Shares. View More

Dividend Voting and Other Rights. Grantee shall have no rights of a stockholder with respect to the Performance Units prior to the date on which shares of Common Stock are issued in settlement thereof, including the right to vote any of the Performance Units. An amount representing dividends payable on shares of Common Stock with respect to the award of Performance Units on a dividend record date shall be deemed reinvested in Common Stock and credited to Grantee as restricted stock units (rounded to the nearest whole share) as o...f the dividend payment date. The Performance Units Performance-Based RSU Terms and ConditionsCMD Purview March 20196 are subject to adjustment to prevent dilution or enlargement of the rights of Grantee that would otherwise result from changes in the capital structure of the Company or from certain corporate transactions or events as provided in Section 11 of the Plan. Any restricted stock units or additional Performance Units credited to Grantee pursuant to this Section 5, including by reason of any adjustments under Section 11 of the Plan, will be subject to the terms and restrictions (including vesting) set forth in these Terms and Conditions. View More

Dividend Voting and Other Rights. (a) The Restricted Stock Units are not shares of Stock, and the Grantee shall therefore have no voting, dividend, or other shareholder rights by reason of receiving or being credited with Restricted Stock Units pursuant to this Award Agreement unless and until shares of Stock are issued to the Grantee pursuant to Section 4 hereof. (b) This Award Agreement represents only an unfunded and unsecured promise by the Company. The Grantee's rights under this Award Agreement shall be limited to those of... an unsecured general creditor of the Company. View More

Dividend Voting and Other Rights. (a) Until issuance of shares of Common Stock pursuant to Section 1 hereof, you shall have no voting or other rights of a stockholder with respect to the Restricted Shares. (b) Dividend Equivalents. You shall have the right to receive Dividend Equivalents on Restricted Shares that become vested hereunder, payable in cash without interest, to the extent that (i) cash dividends are paid or payable on the Common Stock underlying the Restricted Shares after the date of this agreement and prior to the... issuance of shares of Common Stock underlying the Restricted Shares and (ii) the record date for such payment of cash dividends was on or after the date of this agreement. Such Dividend Equivalents shall be subject to any required tax withholding, and shall be payable on or about such date or dates as the cash dividends are paid on the underlying Common Stock. View More