Payments Clause Example with 7 Variations from Business Contracts
This page contains Payments clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Payments. (a) Subject to the Committee's certification in writing of the achievement of the Performance Goal, within 60 days following a vesting date set forth in Sections 2, 4(b) or 4(c), as applicable, but in no event later than the 15th day of the third month of the year following the later of the calendar year or the Company's taxable year, in each case, in which such vesting date occurs, the Company shall distribute to the Participant (or to the Participant's Beneficiary in the event of death) the Sh...ares underlying the Performance Share Units that vested on such vesting date, reduced by the number of Shares (if any) that are withheld from the Award for the payment of Tax-Related Items (as defined in Section 12 hereof) and upon the satisfaction of all other applicable conditions as to the Performance Share Units; provided, however, that the Shares may be distributed following the date contemplated in this Section to the extent permitted under Section 409A of the Code without the payment becoming subject to, and being treated as "nonqualified deferred compensation" within the meaning of Section 409A of the Code (such as where the Company reasonably anticipates that the payment will violate federal securities laws or other applicable laws). Payment of any vested Performance Share Units shall be made in whole Shares. Vested Performance Share Units shall be rounded down to the nearest whole Share, and the Company shall pay the value of any fractional Shares to the Participant in cash on the basis of the Fair Market Value per share of Common Stock on the date of distribution. (b) The Company shall not, however, be obligated to issue Shares to the Participant in accordance with Section 5(a) (or otherwise) unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal, state or foreign securities laws, any applicable Tax-Related Items and the requirements of any stock exchange upon which Shares may be listed. (c) Anything in the foregoing to the contrary notwithstanding, Performance Share Units granted under this Agreement may be suspended, delayed or otherwise deferred for any of the reasons contemplated in Sections 4 and 5 only to the extent such suspension, delay or deferral is permitted under U.S. Treas. Reg. §§1.409A-2(b)(7), 1.409A-1(b)(4)(ii) or successor provisions, or as otherwise permitted under Section 409A of the Code.View More
Variations of a "Payments" Clause from Business Contracts
Payments. (a) Subject to the Committee's certification in writing of the achievement of the Performance Goal, within Within 60 days following a vesting the date set forth in Sections 2, 4(b) or 4(c), as applicable, but in no event later than the 15th day of the third month of the year following the later of the calendar year or the Company's taxable year, in each case, in on which such vesting date occurs, any RSUs are earned, the Company shall distribute to the Participant (or to the Participant's Benefi...ciary in the event of death) the Shares underlying the Performance Share Units represented by RSUs that vested on such vesting date, reduced by the number of Shares (if any) that are withheld from the Award for the payment of Tax-Related Items (as defined in were earned, subject to Section 12 hereof) 11 hereof and upon the satisfaction of all other applicable conditions as to the Performance Share Units; RSUs; provided, however, that the Shares shall be distributed no later than the 15th day of the third month following the end of the Company's taxable year; provided further, however, that the Shares may be distributed following the date contemplated in this Section to the extent permitted under Section 409A ("Section 409A") of the Code without the payment becoming subject to, and being treated as "nonqualified deferred compensation" within the meaning of Section 409A of the Code (such as where the Company reasonably anticipates that the payment will violate federal securities laws or other applicable laws). Payment of any vested Performance Share Units earned RSUs shall be made in whole Shares. Vested Performance Share Units Earned RSUs shall be rounded down to the nearest whole Share, and the Company shall pay the value of any fractional Shares to the Participant in cash on the basis of the Fair Market Value fair market value per share of Common Stock on the date of distribution. distribution (determined by reference to the closing price of the Common Stock on the principal exchange on which the Common Stock trades on the date of distribution, or if such date is not a trading date, on the next preceding trading date). (b) The Company shall not, however, not be obligated to issue Shares to the Participant in accordance with Section 5(a) (or otherwise) upon the earning of any RSUs unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal, state or foreign securities laws, any applicable Tax-Related Items laws and the requirements of any stock exchange upon which Shares may be listed. (c) Anything in the foregoing to the contrary notwithstanding, Performance Share Units RSUs granted under this Agreement may be suspended, delayed or otherwise deferred for any of the reasons contemplated in Sections 4 and 5 only to the extent such suspension, delay or deferral is permitted under U.S. Treas. Reg. §§1.409A-2(b)(7), 1.409A-1(b)(4)(ii) or successor provisions, or as otherwise permitted under Section 409A 409A.6. Option of Company to Deliver Cash.Notwithstanding any of the Code. other provisions of this Agreement, at the time when any RSUs are payable pursuant to Section 5, the Company may elect, in the sole discretion of the Committee, to deliver to the Participant in lieu of the Shares represented by RSUs that are then payable an equivalent amount of cash (determined by reference to the closing price of the Shares on the principal exchange on which the Shares trade on the applicable payment date or if such date is not a trading date, on the next preceding trading date). Such payments shall be made no later than the deadline set forth in Section 5(a) hereof. If the Company elects to deliver cash to the Participant, the Company is authorized to retain such amount as is sufficient to satisfy any tax withholding obligations as set forth in Section 11 hereof.7. Restrictions on Transfer. (a) The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any RSUs, either voluntarily or by operation of law. Any attempt to dispose of any RSUs in contravention of the above restriction shall be null and void and without effect. (b) The Company shall not be required (i) to transfer on its books any of the RSUs that have been transferred in violation of any of the provisions set forth herein or (ii) to treat as the owner of such RSUs any transferee to whom such RSUs have been transferred in violation of any of the provisions contained herein.8. No Obligation to Continue Business Relationship. Neither the Plan, this Agreement, nor the grant of the RSUs imposes any obligation on the Company or its subsidiaries to have or continue a Business Relationship with the Participant. View More
Payments. (a) Subject to (a)Within 60 days following the Committee's certification in writing of the achievement of the Performance Goal, within 60 days following a vesting date set forth in Sections 2, 4(b) or 4(c), as applicable, Share Units earned, but in no event later than the 15th day of the third month of the year following the later of the calendar year or the Company's taxable year, in each case, in which such vesting date occurs, falls the end of the Performance Period, the Company shall distrib...ute to the Participant (or to the Participant's Beneficiary in the event of death) the Shares underlying the represented by Performance Share Units (or Restricted Stock as defined in Appendix A) that were earned (or vested on such vesting date, in the case of Restricted Stock), reduced by the number of Shares (if any) that are withheld from the Award for the payment of Tax-Related Items (as defined in Section 12 hereof) and upon the satisfaction of all other applicable conditions as to the Performance Share Units; provided, however, that the Shares may be distributed following the date contemplated in this Section to the extent permitted under Section 409A of the Code without the payment becoming subject to, and being treated as "nonqualified deferred compensation" within the meaning of Section 409A of the Code (such as where the Company reasonably anticipates that the payment will violate federal securities laws or other applicable laws). Payment of any vested earned Performance Share Units (or vested Restricted Stock) shall be made in whole Shares. Vested Earned Performance Share Units (or vested Restricted Stock) shall be rounded down up to the nearest whole Share, and the Share. (b)The Company shall pay the value of any fractional Shares to the Participant in cash on the basis of the Fair Market Value per share of Common Stock on the date of distribution. (b) The Company shall not, however, not be obligated to issue Shares to the Participant in accordance with Section 5(a) upon the earning of any Performance Share Units (or vesting of any Restricted Stock or otherwise) unless 6Form of TSR PSU Award Agreement (approved May 6, 2018) the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal, state or foreign securities laws, any applicable Tax-Related Items and the requirements of any stock exchange upon which Shares may be listed. (c) Anything (c)Anything in the foregoing to the contrary notwithstanding, Performance Share Units granted under this Agreement may be suspended, delayed or otherwise deferred for any of the reasons contemplated in Sections 4 and 5 only to the extent such suspension, delay or deferral is permitted under U.S. Treas. Reg. §§1.409A-2(b)(7), 1.409A-1(b)(4)(ii) or successor provisions, or as otherwise permitted under Section 409A of the Code. Code.6.Option of Company to Deliver Cash.Notwithstanding any of the other provisions of this Agreement, at the time when any Performance Share Units (or Restricted Stock) are payable pursuant to Sections 5 or 11, the Company may elect, in the sole discretion of the Committee, to deliver to the Participant in lieu of the Shares represented by Performance Share Units (or Restricted Stock) that are then payable an equivalent amount of cash (determined by reference to the closing price of the Shares on the principal exchange on which the Shares trade on the applicable payment date or if such date is not a trading date, on the most recent preceding trading date). Such payments shall be made no later than the deadline set forth in Section 5(a) hereof. If the Company elects to deliver cash to the Participant, the Company is authorized to retain such amount as is sufficient to satisfy the withholding of Tax-Related Items (as defined in Section 12 hereof).7. Restrictions on Transfer. (a)The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise encumber or dispose of any Performance Share Units (or Restricted Stock), either voluntarily or by operation of law. Any attempt to dispose of any Performance Share Units (or Restricted Stock) in contravention of the above restriction shall be null and void and without effect. (b)The Company shall not be required (i) to transfer on its books any of the Performance Share Units (or Restricted Stock) which have been transferred in violation of any of the provisions set forth herein or (ii) to treat as the owner of such Performance Share Units (or Restricted Stock) any transferee to whom such Performance Share Units have been transferred in violation of any of the provisions contained herein.8.No Obligation to Continue Business Relationship. Neither the Plan, this Agreement, nor the grant of the Performance Share Units imposes any obligation on the Company or its Affiliates to have or continue a Business Relationship with the Participant. View More
Payments. (a) Subject to the Committee's certification in writing of the achievement of the Performance Goal, within Within 60 days following a vesting the date set forth in Sections 2, 4(b) or 4(c), as applicable, but in no event later than the 15th day of the third month of the year following the later of the calendar year or the Company's taxable year, in each case, in on which such vesting date occurs, any Restricted Stock Units are earned, the Company shall distribute to the Participant (or to the Pa...rticipant's Beneficiary in the event of death) the Shares underlying the Performance Share represented by Restricted Stock Units that vested on such vesting date, were earned, reduced by the number of Shares (if any) that are withheld from the Award for the payment of Tax-Related Items (as defined in Section 12 hereof) and upon the satisfaction of all other applicable conditions as to the Performance Share Restricted Stock Units; provided, however, that the Shares shall be distributed no later than the 15th day of the third month following the end of the Company's taxable year; provided further, however, that the Shares may be distributed following the date contemplated in this Section to the extent permitted under Section 409A ("Section 409A") of Internal Revenue Code of 1986, and the Code regulations, including the proposed regulations thereunder (the "Code") without the payment becoming subject to, and being treated as "nonqualified deferred compensation" within the meaning of Section 409A of the Code (such as where the Company reasonably anticipates that the payment will violate federal securities laws or other applicable laws). Payment of any vested Performance Share earned Restricted Stock Units shall be made in whole Shares. Vested Performance Share Earned Restricted Stock Units shall be rounded down to the nearest whole Share, and the Company shall pay the value of any fractional Shares to the Participant in cash on the basis of the Fair Market Value per share of Common Stock on the date of distribution. (b) The Company shall not, however, not be obligated to issue Shares to the Participant in accordance with Section 5(a) (or otherwise) upon the earning of any Restricted Stock Units unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal, state or foreign securities laws, any applicable Tax-Related Items and the requirements of any stock exchange upon which Shares may be listed. (c) Anything in the foregoing to the contrary notwithstanding, Performance Share Restricted Stock Units granted under this Agreement may be suspended, delayed or otherwise deferred for any of the reasons contemplated in Sections 4 and 5 only to the extent such suspension, delay or deferral is permitted under U.S. Treas. Reg. §§1.409A-2(b)(7), 1.409A-1(b)(4)(ii) or successor provisions, or as otherwise permitted under Section 409A of the Code. 409A. View More
Payments. (a) Subject to the Committee's certification in writing of the achievement of the Performance Goal, within Within 60 days following a vesting the date set forth in Sections 2, 4(b) or 4(c), as applicable, but in no event later than the 15th day of the third month of the year following the later of the calendar year or the Company's taxable year, in each case, in on which such vesting date occurs, any Restricted Stock Units are earned, the Company shall distribute to the Participant (or to the Pa...rticipant's Beneficiary in the event of death) the Shares underlying the Performance Share represented by Restricted Stock Units that vested on such vesting date, were earned, reduced by the number of Shares (if any) that are withheld from the Award for the payment of Tax-Related Items (as defined in Section 12 hereof) and upon the satisfaction of all other applicable conditions as to the Performance Share Restricted Stock Units; provided, however, that the Shares shall be distributed no later than the 15th day of the third month following the end of the Company's taxable year; provided further, however, that the Shares may be distributed following the date contemplated in this Section to the extent permitted under Section 409A ("Section 409A") of Internal Revenue Code of 1986, and the Code regulations, including the proposed regulations thereunder (the "Code") without the payment becoming subject to, and being treated as "nonqualified deferred compensation" within the meaning of Section 409A of the Code (such as where the Company reasonably anticipates that the payment will violate federal securities laws or other applicable laws). Payment of any vested Performance Share earned Restricted Stock Units shall be made in whole Shares. Vested Performance Share Earned Restricted Stock Units shall be rounded down to the nearest whole Share, and the Company shall pay the value of any fractional Shares to the Participant in cash on the basis of the Fair Market Value per share of Common Stock on the date of distribution. (b) The Company shall not, however, not be obligated to issue Shares to the Participant in accordance with Section 5(a) (or otherwise) upon the earning of any Restricted Stock Units unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal, state or foreign securities laws, any applicable Tax-Related Items and the requirements of any stock exchange upon which Shares may be listed. (c) Anything in the foregoing to the contrary notwithstanding, Performance Share Restricted Stock Units granted under this Agreement may be suspended, delayed or otherwise deferred for any of the reasons contemplated in Sections 4 and 5 only to the extent such suspension, delay or deferral is permitted under U.S. Treas. Reg. §§1.409A-2(b)(7), 1.409A-1(b)(4)(ii) or successor provisions, or as otherwise permitted under Section 409A of the Code. 409A. View More
Payments. (a) Subject to the Committee's certification in writing of the achievement of the Performance Goal, within Within 60 days following a the vesting date set forth in of any RSUs pursuant to Sections 2, 4(b) 2 or 4(c), 10 and upon the satisfaction of all other applicable conditions as applicable, to the RSUs, but in no event later than the 15th day of the third month of the year following the later of the calendar year or the Company's taxable year, in each case, in which such vesting date occurs,...the RSUs vest, the Company shall distribute to the Participant (or to the Participant's Beneficiary in the event of death) the Shares underlying the Performance Share Units represented by RSUs that vested on 2 such vesting date, reduced by the number of Shares (if any) that are withheld from the Award for the payment of Tax-Related Items (as defined in Section 12 hereof) and upon the satisfaction of all other applicable conditions as to the Performance Share Units; 11 hereof); provided, however, that the Shares may be distributed following the date contemplated in this Section 4(a) to the extent permitted under Section 409A of the Code without the payment becoming subject to, and being treated as "nonqualified deferred compensation" within the meaning of of, Section 409A of the Code (such as where the Company reasonably anticipates that the payment will violate federal securities laws or other applicable laws). Payment of any vested Performance Share Units RSUs shall be made in whole Shares. Vested Performance Share Units Shares only and any fractional Shares shall be rounded down to the nearest whole Share, and the Company shall pay the value of any fractional Shares to the Participant in cash on the basis of the Fair Market Value per share of Common Stock on the date of distribution. up. (b) The Company shall not, however, not be obligated to issue Shares to the Participant in accordance with Section 5(a) upon the vesting of any RSUs (or otherwise) unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal, state or foreign securities or exchange control laws, any applicable withholding obligation for Tax-Related Items (as defined in Section 11 hereof) and the requirements of any stock exchange upon which Shares may be listed. (c) Anything in the foregoing to the contrary notwithstanding, Performance Share Units RSUs granted under this Agreement may be suspended, delayed or otherwise deferred for any of the reasons contemplated in Sections 3 and 4 and 5 only to the extent such suspension, delay or deferral is permitted under U.S. Treas. Reg. §§1.409A-2(b)(7), §§ 1.409A-2(b)(7), 1.409A-1(b)(4)(ii) or successor provisions, or as otherwise permitted under Section 409A of the Code. 409A. View More
Payments. (a) Subject to Within 60 days following the date on which any Restricted Stock Units are earned (or, in the case of Performance Share Units, following the date of the Committee's certification in writing of the achievement number of the Performance Goal, within 60 days following a vesting date set forth in Sections 2, 4(b) or 4(c), as applicable, but in no event later than the 15th day of the third month of the year following the later of the calendar year or the Company's taxable year, in each ...case, in which such vesting date occurs, Share Units earned), the Company shall distribute to the Participant (or to the Participant's Beneficiary in the event of death) the Shares underlying the Performance Share represented by Restricted Stock Units that vested on such vesting date, were earned, reduced by the number of Shares (if any) that are withheld from the Award for the payment of Tax-Related Items (as defined in Section 12 hereof) and upon the satisfaction of all other applicable conditions as to the Performance Share Restricted Stock Units; provided, however, that the Shares shall be distributed no later than the 15th day of the third month following the later of (x) the end of the calendar year in which the Performance Period ends or (y) the end of the Company's taxable year in which the Performance Period ends; provided further, however, that the Shares may be distributed following the date contemplated in this Section to the extent permitted under Section 409A ("Section 409A") of Internal Revenue Code of 1986, and the Code regulations, including the proposed regulations thereunder (the "Code") without the payment becoming subject to, and being treated as "nonqualified deferred compensation" within the meaning of Section 409A of the Code (such as where the Company reasonably anticipates that the payment will violate federal securities laws or other applicable laws). Payment of any vested Performance Share earned Restricted Stock Units shall be made in whole Shares. Vested Performance Share Earned Restricted Stock Units shall be rounded down to the nearest whole Share, and the Company shall pay the value of any fractional Shares to the Participant in cash on the basis of the Fair Market Value per share of Common Stock on the date of distribution. (b) The Company shall not, however, not be obligated to issue Shares to the Participant in accordance with Section 5(a) (or otherwise) upon the earning of any Restricted Stock Units unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal, state or foreign securities laws, any applicable Tax-Related Items and the requirements of any stock exchange upon which Shares may be listed. (c) Anything in the foregoing to the contrary notwithstanding, Performance Share Restricted Stock Units granted under this Agreement may be suspended, delayed or otherwise deferred for any of the reasons contemplated in Sections 4 and 5 only to the extent such suspension, delay or deferral is permitted under U.S. Treas. Reg. §§1.409A-2(b)(7), 1.409A-1(b)(4)(ii) or successor provisions, or as otherwise permitted under Section 409A of the Code. 409A. View More
Payments. (a) Subject to the Committee's certification in writing of the achievement of the Performance Goal, within Within 60 days following a the vesting date set forth in of any RSUs pursuant to Sections 2, 4(b) 2 or 4(c), 10 and upon the satisfaction of all other applicable conditions as applicable, to the RSUs, but in no event later than the 15th day of the third month of the year following the later of the calendar year or the Company's taxable year, in each case, in which such vesting date occurs,...the RSUs vest, the Company shall distribute to the Participant (or to the Participant's Beneficiary in the event of death) the Shares underlying the Performance Share Units represented by RSUs that vested on such vesting date, reduced by the number of Shares (if any) that are withheld from the Award for the payment of Tax-Related Items (as defined in Section 12 hereof) and upon the satisfaction of all other applicable conditions as to the Performance Share Units; 11 hereof); provided, however, that the Shares may be distributed following the date contemplated in this Section 4(a) to the extent permitted under Section 409A of the Code without the payment becoming subject to, and being treated as "nonqualified deferred compensation" within the meaning of of, Section 409A of the Code (such as where the Company reasonably anticipates that the payment will violate federal securities laws or other applicable laws). Payment of any vested Performance Share Units RSUs shall be made in whole Shares. Vested Performance Share Units Shares only and any fractional Shares shall be rounded down to the nearest whole Share, and the Company shall pay the value of any fractional Shares to the Participant in cash on the basis of the Fair Market Value per share of Common Stock on the date of distribution. up. (b) The Company shall not, however, not be obligated to issue Shares to the Participant in accordance with Section 5(a) upon the vesting of any RSUs (or otherwise) unless the issuance and delivery of such Shares shall comply with all relevant provisions of law and other legal requirements including, without limitation, any applicable federal, state or foreign securities laws, any applicable Tax-Related Items and the requirements of any stock exchange upon which Shares may be listed. (c) Anything in the foregoing to the contrary notwithstanding, Performance Share Units RSUs granted under this Agreement may be suspended, delayed or otherwise deferred for any of the reasons contemplated in Sections 3 and 4 and 5 only to the extent such suspension, delay or deferral is permitted under U.S. Treas. Reg. §§1.409A-2(b)(7), 1.409A-1(b)(4)(ii) or successor provisions, or as otherwise permitted under Section 409A of the Code. View More
