Payment of Awards Contract Clauses (299)

Payment of Awards. 3.1. Except as otherwise provided within this Agreement, not more than thirty (30) days after date of the Grantee's separation from service from the Company due to the Grantee's death, disability, non-reelection to the Board, resignation from the Board with the prior consent of the nominating and corporate governance committee or for any other reason, the Company will deliver to the Grantee (or, the case of death, the Grantee's Beneficiary or, if none, the Grantee's estate) one Share for each Re...stricted Stock Unit subject to the Award hereunder. Notwithstanding the foregoing, if the Grantee's separation from service occurs prior to the one- year anniversary of the Grant Date, the number of Shares the Grantee receives shall be prorated based upon the number of days that has passed between the Grant Date and the date of Grantee's separation from service. The term "separation from service" as used in this Agreement has the meaning set forth in Treas. Reg. § 1.409A-1(h). 3.2. In the event the Grantee is removed from the Board for cause (pursuant to Delaware law or the Company's Certificate of Incorporation and Bylaws) all of the Restricted Stock Units shall immediately be forfeited to the Company in their entirety without payment of consideration therefor to the Grantee. View More

Payment of Awards. (a) Payments under this Agreement will be made in the number of Shares that is equivalent to the number of Performance Share Units earned and payable to the Participant pursuant to Section 2 above. Except as otherwise provided in Section 4 below, payments will be made as soon as practicable after the Award Period ends, but in no event later than 2 and 1/2 months following the last day of the calendar year in which the Award Period ends. The form of payout will be in Shares. In addition, each Per...formance Share Unit that becomes earned and payable pursuant to Section 2 above carries a Dividend Equivalent Right, payable in cash at the same time as the payment of Shares in accordance with this Section 3 and Section 4. (b) In the event of a Change in Control that constitutes a "change in control event" within the meaning of Section 409A of the Code, the Company may, in its sole discretion and in accordance with Treasury Regulation § 1.409A-3(j)(4)(ix)(B), vest and settle the Performance Share Units and terminate this Agreement. In such event, settlement of the Performance Share Units shall be made within two (2) weeks following the Change in Control. In the event that Performance Share Units are not settled pursuant to the immediately preceding sentence, such Performance Share Units shall be assumed by an acquirer in which case, vesting will be subject to Sections 2 and 4. If the Shares cease to be outstanding immediately after the Change in Control (e.g., due to Page 1 a merger with and into another entity), then the consideration to be received per Share will equal the consideration paid to each stockholder per Share generally upon the Change in Control. View More

Payment of Awards. The amount determined under Schedule 1 shall be paid to the Employee in cash not later than March 15, 2015, subject to applicable tax withholding.

Payment of Awards. (a) As soon as practicable after the last day of the Award Period, or the earlier date your continuous employment with the American Express companies terminates by reason of Disability or death in accordance with Section 4, the Committee shall determine whether the conditions of Section 2, and Section 3 or Section 4, have been met and, if so, shall ascertain the Final Value, the Cash Value and the Number of Restricted Shares or the Number of Restricted Stock Units, if any, for the Award Period, ...in accordance with Section 3 or Section 4, as the case may be. (b) If the Committee determines that there is no Average Annual ROE Schedule A Value, this Award will be canceled. If the Committee determines that there is some Average Annual ROE Schedule A Value, however, the Cash Value as determined pursuant to Section 3 shall become payable to you in cash, and the Number of Restricted Shares or the Number of Restricted Stock Units shall be issued to you in the form of a Restricted Stock or Restricted Stock Unit award under the Plan, or its successor (except that the RSA or the RSU shall vest pursuant to a period determined in the Committee's discretion, and such vesting period shall not be less than one year from date of grant), or other property, or any combination thereof, as soon as practicable following , 20 , but in no event later than 90 days thereafter (the "Payment Date"). View More

Payment of Awards. (i) Following the completion of each Performance Period, the Committee shall determine the extent to which the Performance Targets have been achieved or exceeded. If the minimum Performance Targets established by the Committee are not achieved, no payment will be made. (ii) To the extent that the Performance Targets are achieved, the Committee shall determine, and in the case of Awards intended to meet the requirements for qualified performance-based compensation under Section 162(m) shall certi...fy in writing, the extent to which the Performance Targets applicable to each Participant have been achieved and shall then determine the amount of each Participant's Award. 8 (iii) In determining the amount of each Award, the Committee may reduce or eliminate the amount of an Award by applying negative discretion if, in its sole discretion, such reduction or elimination is appropriate. In the case of Awards other than Awards intended to meet the requirements for qualified performance-based compensation under Section 162(m), the Committee may also exercise its discretion to increase the amount of an Award to the extent that it believes that circumstances so warrant. (iv) In no event shall the amount of an Award for any Plan Year exceed the Maximum Award. (b) Form and Timing of Payment. Except as otherwise provided herein, as soon as practicable following the Committee's certification pursuant to Section 6(a) for the applicable Performance Period, each Participant shall receive a cash lump sum payment of his or her Award, less required withholdings. In no event shall such payment be made later than the March 15 following the date the Committee certifies that the Performance Targets have been achieved. (c) Deferral of Awards. The Committee, in its sole discretion, may permit a Participant to defer the payment of an Award that would otherwise be paid under the Plan. Any deferral election shall be subject to such rules and procedures as shall be determined by the Committee in its sole discretion. View More

Payment of Awards. Except as otherwise provided in this Plan, during the fourth month following the end of the applicable Performance Period, the Company shall deliver to each Participant the Shares, if any, that the Committee has determined (in accordance with Section 5) to be payable with respect to any Award Opportunity.

Payment of Awards. 5.1Right to Receive Payment. 5.1Timing of Payment. 5.3Payment in the Event of Death or Disability.

Payment of Awards. (a) General: Subject to Section 3 and Section 5(b), payment for the RSUs that are nonforfeitable will be made in Common Shares (with 1 Common Share being paid for each nonforfeitable RSU) and any Deferred Cash Dividends accumulated with respect thereto will be made within 10 days following the first anniversary of the Date of Grant. (b) Other Payment Events: Notwithstanding Section 5(a), to the extent that the RSUs are nonforfeitable on the dates set forth below, payment with respect to the RSUs... that have become nonforfeitable will be made in Common Shares (with 1 Common Share being paid for each nonforfeitable RSU) and any Deferred Cash Dividends accumulated with respect thereto will be made as follows: (i) Change in Control. Upon a Change in Control, Grantee is entitled to receive payment for the RSUs that are nonforfeitable and any Deferred Cash Dividends accumulated with respect thereto on the date of the Change in Control; provided, however, that if such Change in Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code, and the regulations thereunder, and where Section 409A of the Code applies to such distribution, Grantee is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to Sections 5(a) or 5(b)(ii) as though such Change in Control had not occurred. (ii) Death or Disability. On the date of Grantee's death or the date Grantee becomes permanently disabled (as defined in Section 2(a)), Grantee is entitled to receive payment for the RSUs that are nonforfeitable and any Deferred Cash Dividends accumulated with respect thereto on such date. View More

Payment of Awards. 6.1 Determination of Awards; Certification. Following the completion of each Performance Period, and prior to March 15 of the calendar year immediately following the end of the Performance Period, the Committee shall determine the extent to which the Performance Goals for each Participant for the Performance Period have been achieved or exceeded and the resulting amount of the Award (if any) payable to each Participant, including any application of the Committee's discretionary authority describ...ed herein. No payment shall be made under the Plan if the minimum performance goals as established by the Committee are not attained. 6.2 Form and Timing of Payment. Except as otherwise provided herein, as soon as practicable following the Committee's certification pursuant to Section 6.1 for the applicable Performance Period, and in no event later than March 15 of the calendar year following the end of the Performance Period, each Participant shall receive a cash lump-sum payment of his or her Award, less required withholding. 6.3 Employment Requirement. Except as otherwise provided in Section 7, no Award shall be paid to any Participant who is not actively employed by the Company or an Affiliate, or on an approved leave of absence or long-term Disability leave, on the last day of the Performance Period. 6.4 Deferral of Awards. The Committee, in its sole discretion, may permit a Participant to defer the payment of an Award that would otherwise be paid under the Plan. Any deferral election shall be subject to Section 409A and such rules and procedures as shall be determined by the Committee in its sole discretion. 7. Termination of Employment.7.1 Employment Requirement. Except as otherwise provided in Section 7.2, or pursuant to any written employment agreement, change-of-control agreement, offer letter or severance agreement between the Company and the Participant, if a Participant's employment terminates for any reason prior to the last day of the Performance Period, all of the Participant's rights to an Award for the Performance Period shall be Forfeited. However, the Committee, in its sole discretion, may pay a Pro-rated Award, subject to the Committee's certification that the Performance Goals for the Performance Period have been met. Such Pro-rated Award will be paid at the same time and in the same manner as Awards are paid to other Participants or such other time as permitted by the Committee. Notwithstanding the foregoing, if a Participant's employment is terminated for Cause, the Participant shall in all cases Forfeit any Award not already paid.7.2 Termination of Employment Due to Death or Disability. If a Participant's employment is terminated by reason of his or her death or Disability during a Performance Period the Participant or his or her beneficiary will be paid a Pro-rated Award. In the case of a Participant's Disability, the employment termination shall be deemed to have occurred on the date that the Committee determines that the Participant is Disabled. Payment of such Pro-rated Award will be made at the same time and in the same manner as Awards are paid to other Participants. View More