Settlement of Awards Clause Example with 5 Variations from Business Contracts
This page contains Settlement of Awards 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.
Settlement of Awards. (a) Delivery of Shares. The Company shall deliver the Shares corresponding to the vested PRSUs (or, if applicable, Acquirer RSUs) to the Participant within 30 days following 4 the Determination Date, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Determination Date occurs; provided, however, that, (i) in the event of a Change of Control pursuant to which the PRSUs accelerate vesting in accordance with Section 3(b)(i)(A) hereof, the C...ompany shall deliver Shares corresponding to vested PRSUs to the Participant within 10 days following such Change of Control, (ii) in the event of the Participant's termination of employment (A) due to death or Disability on or prior to the 18-month anniversary of the Grant Date or following a Change of Control or (B) by the Company without Cause or by the Participant for Good Reason, in either case, following a Change of Control, the Company shall deliver the Shares corresponding to the vested Acquirer RSUs to the Participant within 30 days following such Termination Date. Notwithstanding any provision in this Agreement to the contrary, the PRSUs (or, if applicable, Acquirer RSUs) shall be settled no later than March 15 of the calendar year immediately following the year in which they are no longer subject to a substantial risk of forfeiture (within the meaning of Treasury Regulation Section 1.409A-1(d)). (b) Death of Participant. By written notice to the Company's Secretary, the Participant may designate a beneficiary or beneficiaries to whom any vested PRSUs (or, if applicable, Acquirer RSUs) and the Participant's Cash Account (as defined below) shall be transferred upon the death of the Participant. In the absence of such designation, or if no designated beneficiary survives the Participant, such vested PRSUs (or, if applicable, Acquirer RSUs) and the Participant's Cash Account shall be transferred to the legal representative of the Participant's estate. No such transfer of the PRSUs (or, if applicable, Acquirer RSUs) shall be effective to bind the Company unless the Company shall have been furnished with (i) written notice thereof, (ii) a copy of the will and/or such evidence as the Company deems necessary to establish the validity of such transfer or right to convert and (iii) an executed agreement by the transferee, administrator, or executor (as applicable) to (A) comply with all the terms of this Agreement that are or would have been applicable to the Participant and (B) be bound by the acknowledgements made by the Participant in connection with this grant. (c) Settlement Conditioned Upon Satisfaction of Tax Obligations. Notwithstanding the foregoing, the Company's obligation to deliver any consideration pursuant to this Section 5 shall be subject to, and conditioned upon, satisfaction of the Participant's obligations relating to the applicable federal, state, local and foreign withholding or other taxes pursuant to Section 9 hereof.View More
Variations of a "Settlement of Awards" Clause from Business Contracts
Settlement of Awards. (a) Delivery of Shares. The Company shall deliver the Shares corresponding to the vested PRSUs RSUs (or, if applicable, Acquirer RSUs) to the Participant within 30 days following 4 the Determination Date, but applicable Vesting Date; provided, however, that (i) in no the event later than March 15 of the calendar year immediately Participant's termination of employment due to death or Disability, by the Company without Cause or by the Participant for Good Reason, the Company shall deliver the Sha...res corresponding to the vested RSUs (or, if applicable, Acquirer RSUs) to the Participant within 30 days following the calendar year such Termination Date, provided, further that, in which the Determination Date occurs; provided, however, that, (i) any case where Section 3(b)(iii) of this Agreement applies, within 60 days following such Termination Date, and (ii) in the event of a Change of Control pursuant to which the PRSUs RSUs accelerate vesting in accordance with the first sentence of Section 3(b)(i)(A) hereof, the Company shall deliver Shares corresponding to vested PRSUs to the Participant within 10 days following such Change 3(b)(i) of Control, (ii) in the event of the Participant's termination of employment (A) due to death or Disability on or prior to the 18-month anniversary of the Grant Date or following a Change of Control or (B) by the Company without Cause or by the Participant for Good Reason, in either case, following a Change of Control, this Agreement, the Company shall deliver the Shares corresponding to the vested Acquirer RSUs to the Participant within 30 days following such Termination Date. Notwithstanding any provision Change of Control. In the event of a Change of Control pursuant to which the RSUs are assumed or substituted in accordance with Section 3(b)(i) of this Agreement, all references in this Agreement Section 5(a) to (x) the Company shall be to the contrary, the PRSUs (or, if applicable, Acquirer RSUs) successor company and (y) Shares shall be settled no later than March 15 of to the calendar year immediately following the year in which they are no longer subject consideration corresponding to a substantial risk of forfeiture (within the meaning of Treasury Regulation Section 1.409A-1(d)). Acquirer RSUs. (b) Death of Participant. By written notice to the Company's Secretary, the Participant may designate a beneficiary or beneficiaries to whom any vested PRSUs RSUs (or, if applicable, Acquirer RSUs) and the Participant's Cash Account (as defined below) shall be transferred upon the death of the Participant. In the absence of such designation, or if no designated beneficiary 4 survives the Participant, such vested PRSUs RSUs (or, if applicable, Acquirer RSUs) and the Participant's Cash Account shall be transferred to the legal representative of the Participant's estate. No such transfer of the PRSUs RSUs (or, if applicable, Acquirer RSUs), or the right to convert the Shares corresponding to such RSUs (or, if applicable, shares corresponding to Acquirer RSUs) or the conversion of any portion thereof into Common Stock (or, if applicable, Acquirer shares), shall be effective to bind the Company unless the Company shall have been furnished with (i) written notice thereof, (ii) a copy of the will and/or such evidence as the Company deems necessary to establish the validity of such transfer or right to convert convert, and (iii) an executed agreement by the transferee, administrator, or executor (as applicable) to (A) comply with all the terms of this Agreement that are or would have been applicable to the Participant and (B) be bound by the acknowledgements made by the Participant in connection with this grant. (c) Settlement Conditioned Upon Satisfaction of Tax Obligations. Notwithstanding the foregoing, the Company's obligation to deliver any consideration pursuant to this Section 5 shall be subject to, and conditioned upon, satisfaction of the Participant's obligations relating to the applicable federal, state, local and foreign withholding or other taxes pursuant to Section 9 hereof. View More
Settlement of Awards. (a) Delivery of Shares. The Company shall deliver the Shares corresponding to the vested PRSUs RSUs (or, if applicable, Acquirer RSUs) to the Participant within 30 days following 4 the Determination Date, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Determination Date occurs; applicable Vesting Date; provided, however, that, that (i) in the event of a Change of Control pursuant to which the PRSUs accelerate vesting in accordance wi...th Section 3(b)(i)(A) hereof, the Company shall deliver Shares corresponding to vested PRSUs to the Participant within 10 days following such Change of Control, (ii) in the event of the Participant's termination of employment (A) due to death or Disability or (B) on or prior to within the 18-month anniversary of the Grant Date or two (2) year period following a Change of Control or (B) Control, by the Company without Cause or by the Participant for Good Reason, in either case, following a Change of Control, the Company shall deliver the Shares corresponding to the vested RSUs (or, if applicable, Acquirer RSUs RSUs) to the Participant within 30 days following such Termination Date. Notwithstanding any provision Date, (ii) in the event of a Exhibit 10.1Change of Control pursuant to which the RSUs accelerate vesting in accordance with the first sentence of Section 3(b)(i) of this Agreement, the Company shall deliver the Shares or shall have been deemed to deliver the Shares corresponding to the vested RSUs to the Participant upon such Change of Control. In the event of a Change of Control pursuant to which the RSUs are assumed or substituted in accordance with Section 3(b)(i) of this Agreement, all references in this Agreement Section 5(a) to (x) the Company shall be to the contrary, the PRSUs (or, if applicable, Acquirer RSUs) successor company and (y) Shares shall be settled no later than March 15 of to the calendar year immediately following the year in which they are no longer subject consideration corresponding to a substantial risk of forfeiture (within the meaning of Treasury Regulation Section 1.409A-1(d)). Acquirer RSUs. (b) Death of Participant. By written notice to the Company's Secretary, the Participant may designate a beneficiary or beneficiaries to whom any vested PRSUs RSUs (or, if applicable, Acquirer RSUs) and the Participant's Cash Account (as defined below) shall be transferred upon the death of the Participant. In the absence of such designation, or if no designated beneficiary survives the Participant, such vested PRSUs RSUs (or, if applicable, Acquirer RSUs) and the Participant's Cash Account shall be transferred to the legal representative of the Participant's estate. No such transfer of the PRSUs RSUs (or, if applicable, Acquirer RSUs), or the right to convert the Shares corresponding to such RSUs (or, if applicable, shares corresponding to Acquirer RSUs) or the conversion of any portion thereof into Common Stock (or, if applicable, Acquirer shares), shall be effective to bind the Company unless the Company shall have been furnished with (i) written notice thereof, (ii) a copy of the will and/or such evidence as the Company deems necessary to establish the validity of such transfer or right to convert convert, and (iii) an executed agreement by the transferee, administrator, or executor (as applicable) to (A) comply with all the terms of this Agreement that are or would have been applicable to the Participant and (B) be bound by the acknowledgements made by the Participant in connection with this grant. (c) Settlement Conditioned Upon Satisfaction of Tax Obligations. Notwithstanding the foregoing, the Company's obligation to deliver any consideration pursuant to this Section 5 shall be subject to, and conditioned upon, satisfaction of the Participant's obligations relating to the applicable federal, state, local and foreign withholding or other taxes pursuant to Section 9 hereof. View More
Settlement of Awards. (a) Delivery of Shares. The Company shall deliver the Shares corresponding to the vested PRSUs RSUs (or, if applicable, Acquirer RSUs) to the Participant within 30 days following 4 the Determination Date, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Determination Date occurs; applicable Vesting Date; provided, however, that, that (i) in the event of a Change of Control pursuant to which the PRSUs accelerate vesting in accordance wi...th Section 3(b)(i)(A) hereof, the Company shall deliver Shares corresponding to vested PRSUs to the Participant within 10 days following such Change of Control, (ii) in the event of the Participant's termination of employment (A) due to death or Disability or (B) on or prior to within the 18-month anniversary of the Grant Date or two (2) year period following a Change of Control or (B) Control, by the Company without Cause or by the Participant for Good Reason, in either case, following a Change of Control, the Company shall deliver the Shares corresponding to the vested RSUs (or, if applicable, Acquirer RSUs RSUs) to the Participant within 30 days following such Termination Date. Notwithstanding any provision Date, (ii) in the event of a Change 4 of Control pursuant to which the RSUs vest in accordance with the first sentence of Section 3(b)(i) of this Agreement, the Company shall deliver the Shares or shall have been deemed to deliver the Shares corresponding to the vested RSUs to the Participant upon such Change of Control. In the event of a Change of Control pursuant to which the RSUs are assumed or substituted in accordance with Section 3(b)(i) of this Agreement, all references in this Agreement Section 5(a) to (x) the Company shall be to the contrary, the PRSUs (or, if applicable, Acquirer RSUs) successor company and (y) Shares shall be settled no later than March 15 of to the calendar year immediately following the year in which they are no longer subject consideration corresponding to a substantial risk of forfeiture (within the meaning of Treasury Regulation Section 1.409A-1(d)). Acquirer RSUs. (b) Death of Participant. By written notice to the Company's Secretary, the Participant may designate a beneficiary or beneficiaries to whom any vested PRSUs RSUs (or, if applicable, Acquirer RSUs) and the Participant's Cash Account (as defined below) shall be transferred upon the death of the Participant. In the absence of such designation, or if no designated beneficiary survives the Participant, such vested PRSUs RSUs (or, if applicable, Acquirer RSUs) and the Participant's Cash Account shall be transferred to the legal representative of the Participant's estate. No such transfer of the PRSUs RSUs (or, if applicable, Acquirer RSUs), or the right to convert the Shares corresponding to such RSUs (or, if applicable, shares corresponding to Acquirer RSUs) or the conversion of any portion thereof into Common Stock (or, if applicable, Acquirer shares), shall be effective to bind the Company unless the Company shall have been furnished with (i) written notice thereof, (ii) a copy of the will and/or such evidence as the Company deems necessary to establish the validity of such transfer or right to convert convert, and (iii) an executed agreement by the transferee, administrator, or executor (as applicable) to (A) comply with all the terms of this Agreement that are or would have been applicable to the Participant and (B) be bound by the acknowledgements made by the Participant in connection with this grant. (c) Settlement Conditioned Upon Satisfaction of Tax Obligations. Notwithstanding the foregoing, the Company's obligation to deliver any consideration pursuant to this Section 5 shall be subject to, and conditioned upon, satisfaction of the Participant's obligations relating to the applicable federal, state, local and foreign withholding or other taxes pursuant to Section 9 hereof. View More
Settlement of Awards. (a) Delivery of Shares. The Company shall deliver the Shares corresponding to the vested PRSUs RSUs (or, if applicable, Acquirer RSUs) to the Participant within 30 days following 4 the Determination Date, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Determination Date occurs; applicable Vesting Date; provided, however, that, that (i) in the event of a Change of Control pursuant to which the PRSUs accelerate vesting in accordance wi...th Section 3(b)(i)(A) hereof, the Company shall deliver Shares corresponding to vested PRSUs to the Participant within 10 days following such Change of Control, (ii) in the event of the Participant's termination of employment (A) due to death or Disability or (B) on or prior to within the 18-month anniversary of the Grant Date or two (2) year period following a Change of Control or (B) Control, by the Company without Cause or by the Participant for Good Reason, in either case, following a Change of Control, the Company shall deliver the Shares corresponding to the vested RSUs (or, if applicable, Acquirer RSUs) to the Participant within 30 days following such Termination Date, (ii) in the event of a Change of Control pursuant to which the RSUs accelerate vesting in accordance with the first sentence of Section 3(b)(i) of this Agreement, the Company shall deliver the Shares corresponding to the vested RSUs to the Participant within 30 days following such Termination Date. Notwithstanding any provision Change of Control. In the event of a Change of Control pursuant to which the RSUs are assumed or substituted in accordance with Section 3(b)(i) of this Agreement, all references in this Agreement Section 5(a) to (x) the Company shall be to the contrary, the PRSUs (or, if applicable, Acquirer RSUs) successor company and (y) Shares shall be settled no later than March 15 of to the calendar year immediately following the year in which they are no longer subject consideration corresponding to a substantial risk of forfeiture (within the meaning of Treasury Regulation Section 1.409A-1(d)). Acquirer RSUs. 3 (b) Death of Participant. By written notice to the Company's Secretary, the Participant may designate a beneficiary or beneficiaries to whom any vested PRSUs RSUs (or, if applicable, Acquirer RSUs) and the Participant's Cash Account (as defined below) shall be transferred upon the death of the Participant. In the absence of such designation, or if no designated beneficiary survives the Participant, such vested PRSUs RSUs (or, if applicable, Acquirer RSUs) and the Participant's Cash Account shall be transferred to the legal representative of the Participant's estate. No such transfer of the PRSUs RSUs (or, if applicable, Acquirer RSUs), or the right to convert the Shares corresponding to such RSUs (or, if applicable, shares corresponding to Acquirer RSUs) or the conversion of any portion thereof into Common Stock (or, if applicable, Acquirer shares), shall be effective to bind the Company unless the Company shall have been furnished with (i) written notice thereof, (ii) a copy of the will and/or such evidence as the Company deems necessary to establish the validity of such transfer or right to convert convert, and (iii) an executed agreement by the transferee, administrator, or executor (as applicable) to (A) comply with all the terms of this Agreement that are or would have been applicable to the Participant and (B) be bound by the acknowledgements made by the Participant in connection with this grant. (c) Settlement Conditioned Upon Satisfaction of Tax Obligations. Notwithstanding the foregoing, the Company's obligation to deliver any consideration pursuant to this Section 5 shall be subject to, and conditioned upon, satisfaction of the Participant's obligations relating to the applicable federal, state, local and foreign withholding or other taxes pursuant to Section 9 hereof. View More
Settlement of Awards. (a) Delivery of Shares. The Company shall deliver the Shares corresponding to the vested PRSUs (or, RSUs (and, if applicable, Acquirer RSUs) to the Participant within 30 days following the applicable Vesting Date; provided that, (i) in the event of the Participant's termination of employment due to death or Disability, the Company shall deliver the Shares with respect to 4 vested RSUs (and, if applicable, Acquirer RSUs) outstanding on the Termination Date within 30 days following the Termination... Date, (ii) in the event of the Participant's termination of employment without Cause or for Good Reason, the Company shall deliver the Shares with respect to vested RSUs (and, if applicable, consideration corresponding to Acquirer RSUs) (with respect to any RSUs that remain subject to satisfaction of the Performance Goal, only in the event that the Performance Goal is satisfied) outstanding on the Termination Date within 30 days following the Termination Date or if such termination occurs prior to the Determination Date, as soon as practicable following the Determination Date, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Determination Date occurs; provided, however, that, (i) 15, 2015, and (iii) in the event of a Change of Control pursuant to which a portion of the PRSUs RSUs accelerate vesting in accordance with Section 3(b)(i)(A) 3(d)(i)(A) hereof, the Company shall deliver Shares corresponding to vested PRSUs RSUs to the Participant within 10 days following such Change of Control, (ii) in the event of the Participant's termination of employment (A) due to death or Disability on or prior to the 18-month anniversary of the Grant Date or following a Change of Control or (B) by the Company without Cause or by the Participant for Good Reason, in either case, following a Change of Control, the Company shall deliver the Shares corresponding to the vested Acquirer RSUs to the Participant within 30 days following such Termination Date. Control. Notwithstanding any provision in this Agreement to the contrary, the PRSUs (or, RSUs (and, if applicable, Acquirer RSUs) shall be settled no later than March 15 of the calendar year immediately following the year in which they are no longer subject to a substantial risk of forfeiture (within the meaning of Treasury Regulation Section 1.409A-1(d)). (b) Death of Participant. By written notice to the Company's Secretary, the Participant may designate a beneficiary or beneficiaries to whom any vested PRSUs RSUs (or, if applicable, Acquirer RSUs) and the Participant's Cash Account (as defined below) shall be transferred upon the death of the Participant. In the absence of such designation, or if no designated beneficiary survives the Participant, such vested PRSUs RSUs (or, if applicable, Acquirer RSUs) and the Participant's Cash Account shall be transferred to the legal representative of the Participant's estate. No such transfer of the PRSUs RSUs (or, if applicable, Acquirer RSUs) shall be effective to bind the Company unless the Company Committee shall have been furnished with (i) written notice thereof, (ii) a copy of the will and/or such evidence as the Company Committee deems necessary to establish the validity of such transfer or right to convert and (iii) an executed agreement by the transferee, administrator, or executor (as applicable) to (A) comply with all the terms of this Agreement that are or would have been applicable to the Participant and (B) be bound by the acknowledgements made by the Participant in connection with this grant. (c) Settlement Conditioned Upon Satisfaction of Tax Obligations. Notwithstanding the foregoing, the Company's obligation to deliver any consideration pursuant to this Section 5 shall be subject to, and conditioned upon, satisfaction of the Participant's obligations relating to the applicable federal, Federal, state, local and foreign withholding or other taxes pursuant to Section 9 hereof. View More
