Settlement of Restricted Stock Units Contract Clauses (217)
Grouped Into 15 Collections of Similar Clauses From Business Contracts
This page contains Settlement of Restricted Stock Units clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Settlement of Restricted Stock Units. 6.1 Subject to Section 9 hereof, promptly following the vesting date, and, if requested by the Grantee, at a later time but in no event later than March 15 of the calendar year following the calendar year in which such vesting occurs, the Company shall (a) issue and deliver to the Grantee the number of shares of Common Stock equal to the number of Vested Units; and (b) enter the Grantee's name on the books of the Company as the shareholder of record with respect to the shares of Common Stock del...ivered to the Grantee. 6.2 If the Grantee is deemed a "specified employee" within the meaning of Section 409A of the Code, as determined by the Board or a committee appointed by the Board, at a time when the Grantee becomes eligible for settlement of the RSUs upon his "separation from service" within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the Grantee's separation from service and (b) the Grantee's death. 11 7. No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position, as an employee, consultant or director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Grantee's Continuous Service at any time, with or without Cause.View More
Settlement of Restricted Stock Units. 6.1 Subject to Section 9 hereof, promptly following the vesting date, and, if requested by the Grantee, at a later time but and in any event no event later than March 15 of the calendar year following the calendar year in which such vesting occurs, the Company shall (a) issue and deliver to the Grantee the number of shares of Common Stock that have vested pursuant to the terms of this Agreement and cash equal to the number of Vested Units; and (b) enter the Grantee's name on the books of the Com...pany as the shareholder of record any Dividend Equivalents credited with respect to such vested units and the interest thereon or, at the discretion of the Board, shares of Common Stock delivered having a Fair Market Value equal to such Dividend Equivalents and the Grantee. 6.2 If the Grantee is deemed a "specified employee" within the meaning of Section 409A of the Code, as determined by the Board or a committee appointed by the Board, at a time when the Grantee becomes eligible for settlement of the RSUs upon his "separation from service" within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the Grantee's separation from service and (b) the Grantee's death. 11 7. No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position, as an employee, consultant or director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Grantee's Continuous Service at any time, with or without Cause. interest thereon. View More
Settlement of Restricted Stock Units. 6.1 Subject to the tax withholding provisions of Section 9 hereof, promptly following the vesting date, and, if requested by the Grantee, at a later time but in no event later than March 15 of the calendar year following Plan, if the calendar year in which such vesting occurs, Grantee's employment Terminates on or after the Grantee has attained age 55 and 10 years of service or attained a combined age and years of service totaling 65 (as determined under the Arrow Financial Corporation Employees... Pension Plan and Trust, or successor plan), the Company shall (a) (i) issue and deliver to the Grantee (A) the number of shares of Common Stock equal to the number of Vested Units; Units, and (B) cash equal to any Dividend Equivalents credited with respect to such Vested Units in ten (10) substantially equal annual installments commencing on the first anniversary of the date of Retirement; and (b) enter the Grantee's name on the books of the Company as the shareholder of record with respect to the shares of Common Stock delivered to the Grantee. 6.2 Notwithstanding Section 6.1 and subject to the tax withholding provisions of Section 15 of the Plan, if the Grantee's employment Terminates as a result of death or Disability, or if a Change of Control occurs and the Grantee's employment is Terminated by the Company without cause or by the Grantee for good reason (as the terms "cause" and "good reason" are defined in Grantees' employment agreement) within twelve (12) months following the Change of Control, the Company shall (i) issue and deliver to the Grantee (or his beneficiary, if applicable) (A) the number of shares of Stock equal to the number of Vested Units and (B) cash equal to any Dividend Equivalents credited with respect to such Vested Units within thirty (30) business days of such Termination of employment; and (b) enter the Grantee's (or beneficiary's) name on the books of the Company as the shareholder of record with respect to the shares of Stock delivered to the Grantee. If the Grantee is deemed a "specified employee" within the meaning of Section 409A of the Code, as determined by the Board or a committee appointed by the Board, Committee, at a time when the Grantee becomes eligible for settlement of the RSUs upon his "separation from service" within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the Grantee's separation from service and (b) the Grantee's death. 11 7. No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position, as an employee, consultant Employee, Consultant or director Director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Grantee's Continuous Service employment at any time, with or without Cause. 8. Adjustments. If any change is made to the outstanding Stock or the capital structure of the Company, if required, the Restricted Stock Units shall be adjusted or terminated in any manner as contemplated by Section 13 of the Plan. View More
Settlement of Restricted Stock Units. 6.1 Subject to Section 9 8 hereof, promptly following the vesting date, and, if requested by the Grantee, at a later time but in no event later than March 15 of the calendar year following the calendar year in which such vesting occurs, the Company shall (a) issue and deliver to the Grantee the number of shares of Common Stock equal to the number of Vested Units; and (b) enter the Grantee's name on the books of the Company as the shareholder of record with respect to the shares of Common Stock d...elivered to the Grantee. 6.2 If the Grantee is deemed a "specified employee" within the meaning of Section 409A of the Code, as determined by the Board or a committee appointed by the Board, at a time when the Grantee becomes eligible for settlement of the RSUs upon his "separation from service" within the meaning of Section 409A of the Code, then to the extent necessary to prevent any accelerated or additional tax under Section 409A of the Code, such settlement will be delayed until the earlier of: (a) the date that is six months following the Grantee's separation from service and (b) the Grantee's death. 11 7. No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Grantee any right to be retained in any position, as an employee, consultant or director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Grantee's Continuous Service at any time, with or without Cause.View More
Settlement of Restricted Stock Units. Subject to the other provisions of the Plan, after the Lapse Date of the Period of Restriction as set forth in Paragraph 2, such Restricted Stock Units shall be settled as follows: (a) Normal Settlement. Except in the event of (i) a Participant's Separation from Service during the Period of Restriction because of death or Disability or (ii) a Change-in-Control that occurs prior to the Lapse Date, the Restricted Stock Units shall be settled in cash no later than the 60th day after the Lapse Date.... On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the aggregate value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on the Lapse Date. (b) Settlement after Death or Disability. In the event of a Participant's Separation from Service during the Period of Restriction because of death or Disability, the Restricted Stock Units shall be settled in cash no later than the 60th day after the date of Separation from Service. On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on date of Separation from Service. (c) Settlement upon Qualified Change-in-Control. Subject to the other provisions of the Plan, including without limitation Section 12(c) thereof, in the event of a Qualified Change-in-Control, the Restricted Stock Units shall be settled in cash on the date of the Qualified Change-in-Control. On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on date of the Qualified Change-in-Control. (d) Tax Withholding. The Company shall deduct or withhold from any payment under this Agreement an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement and the Plan.View More
Settlement of Restricted Stock Units. Subject to the other provisions of the Plan, after the Lapse Date of the Period of Restriction as set forth in Paragraph 2, such Restricted Stock Units shall be settled as follows: (a) Normal Settlement. Except in the event of (i) a Participant's Separation from Service during the Period of Restriction because of death or Disability or (ii) a Change-in-Control that occurs prior to the Lapse Date, the Restricted Stock Units shall be settled in cash no later than the 60th day after the Lapse Date.... On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the aggregate value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on the Lapse Date. (b) Settlement after Death or Disability. In the event of a Participant's Separation from Service during the Period of Restriction because of death or Disability, the Restricted Stock Units shall be settled in cash no later than the 60th day after the date of Separation from Service. On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on date of Separation from Service. (c) Settlement upon Qualified Change-in-Control. Subject to the other provisions of the Plan, including without limitation Section 12(c) 15 thereof, in the event of a Qualified Change-in-Control, the Restricted Stock Units shall be settled in cash on accordance with the date provisions of the Qualified Change-in-Control. On such date, the Company shall pay to the Participant, in a lump sum, a cash amount equal to the value of the Restricted Stock Units based upon the Fair Market Value of the Common Stock on date of the Qualified Change-in-Control. Plan. (d) Tax Withholding. The Company shall deduct or withhold from any payment under this Agreement an amount sufficient to satisfy Federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement and the Plan. 3 7. No Right to Continued Employment. Neither the Award nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employment or service of the Company or any affiliate for any period, nor restrict in any way the right of the Company, which right is hereby expressly reserved, to terminate the Participant's employment or service at any time with or without Cause. The Participant acknowledges and agrees that any termination of the restrictions on the Restricted Stock Units awarded herein is earned only by continuing as an employee of the Company or an affiliate at the will of the Company or such affiliate, or satisfaction of any other applicable terms and conditions contained in the Plan and this Agreement, and not through the act of being hired or being granted the Award. View More
Settlement of Restricted Stock Units. Subject to any election by the Committee pursuant to Section 9(d)(ii) of the Plan, the Company will deliver to the Participant, without charge, as soon as reasonably practicable (and, in any event, within two and one-half months) following the applicable vesting date, one share of Common Stock for each Restricted Stock Unit (as adjusted under the Plan, as applicable) which becomes vested hereunder and such vested Restricted Stock Unit shall be cancelled upon such delivery. The Company shall eith...er (a) deliver, or cause to be delivered, to the Participant a certificate or certificates therefor, registered in the Participant's name or (b) cause such shares of Common Stock to be credited to the Participant's account at the third party plan administrator. Notwithstanding anything in this Restricted Stock Unit Agreement to the contrary, the Company shall have no obligation to issue or transfer any shares of Common Stock as contemplated by this Restricted Stock Unit Agreement unless and until such issuance or transfer complies with all relevant provisions of law and the requirements of any stock exchange on which the Company's shares of Common Stock are listed for trading.View More
Settlement of Restricted Stock Units. Subject to any election by the Committee pursuant to Section 9(d)(ii) In settlement of each Restricted Stock Unit (as adjusted under the Plan, as applicable) that becomes vested hereunder, the Company will deliver to the Participant, without charge, one share of Common Stock as soon as reasonably practicable (and, in any event, within two and one-half months) following the applicable vesting date, one share of Common Stock for each Restricted Stock Unit (as adjusted under the Plan, as applicable...) which becomes vested hereunder and such vested Restricted Stock Unit shall be cancelled upon such delivery. The Company shall either (a) deliver, or cause to be delivered, to the Participant a certificate or certificates therefor, registered in the Participant's name or (b) cause such shares of Common Stock to be credited to the Participant's account at the third party plan administrator. date. Notwithstanding anything in this Restricted Stock Unit Agreement to the contrary, the Company shall have no obligation to issue or transfer any shares of Common Stock as contemplated by this Restricted Stock Unit Agreement unless and until such issuance or transfer complies with all relevant provisions of law and the requirements of any stock exchange on which the Company's shares of Common Stock are listed for trading. View More
Settlement of Restricted Stock Units. Subject to any election by the Committee pursuant to Section 9(d)(ii) 8(d)(ii) of the Plan, and any effective election under the Company's Directors Deferral Plan, as may be amended from time to time (the "Deferral Plan Election"), the Company will deliver to the Participant, without charge, as soon as reasonably practicable (and, in any event, within two and one-half months) following the applicable vesting date, one share of Common Stock for each Restricted Stock Unit (as adjusted under the Pl...an, as applicable) which becomes vested hereunder and such vested Restricted Stock Unit shall be cancelled upon such delivery. The Company shall either (a) deliver, or cause to be delivered, to the Participant a certificate or certificates therefor, registered in the Participant's name or (b) cause such shares of Common Stock to be credited to the Participant's account at the third party plan administrator. To the extent a Deferral Plan Election is in place, settlement of the Restricted Stock Units shall be governed by the Deferral Plan Election. Notwithstanding anything in this Restricted Stock Unit Agreement to the contrary, the Company shall have no obligation to issue or transfer any shares of Common Stock as contemplated by this Restricted Stock Unit Agreement unless and until such issuance or transfer complies with all relevant provisions of law and the requirements of any stock exchange on which the Company's shares of Common Stock are listed for trading. View More
Settlement of Restricted Stock Units. Subject to any election by the Committee pursuant to Section 9(d)(ii) of the Plan, the The Company will deliver procure delivery to the Participant, without charge, Participant as soon as reasonably practicable (and, in any event, within two and one-half months) following the applicable vesting date, one share of Common Stock for each Restricted Stock Unit (as adjusted under the Plan, as applicable) applicable, and subject to Section 8 below) which becomes vested hereunder and such vested Restri...cted Stock Unit shall be cancelled upon such delivery. The Company shall either (a) deliver, or cause to be delivered, to the Participant a certificate or certificates therefor, registered in the Participant's name or (b) cause such shares of Common Stock to be credited to the Participant's account at the third party plan administrator. Notwithstanding anything in this Restricted Stock Unit Agreement to the contrary, the Company shall have no obligation to issue or transfer any shares of Common Stock as contemplated by this Restricted Stock Unit Agreement unless and until such issuance or transfer complies with all relevant provisions of law and the requirements of any stock exchange on which the Company's shares of Common Stock are listed for trading. Such compliance shall include the requirement for the Participant to pay the par value of each share of Common Stock for each Restricted Stock Unit which has become vested hereunder. View More
Settlement of Restricted Stock Units. Except as otherwise provided herein, promptly upon the expiration of the Restricted Period, and in any event no later than 60 days following the date on which the Restricted Period ends, the Company shall (a) issue and deliver to the Participant, or his or her beneficiary, without charge, the number of Common Shares equal to the number of Vested Units, and (b) enter the Participant's name on the books of the Company as the shareholder of record with respect to the Common Shares delivered to the ...Participant; provided, however, that the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part Common Share in lieu of delivering only Common Shares in respect of the Restricted Stock Units or (ii) defer the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering Common Shares, the amount of such payment shall be equal to the greater of (a) the Fair Market Value of the Common Shares as of the date on which the Restricted Period lapsed with respect to the Restricted Stock Units or (b) the Fair Market Value of the Common Shares as of the date on which the Company makes such a cash payment, less an amount equal to any required tax withholdings. Notwithstanding the foregoing, if the Participant is subject to Canadian income tax, then the Participant's Vested Units may only be settled in Common Shares, and neither the Committee nor any other person shall have the discretion to elect to pay any portion of the Vested Units in cash.View More
Settlement of Restricted Stock Units. Except as otherwise provided herein, promptly Promptly upon the expiration of the Restricted Period, and in any event no later than 60 days March 15th of the calendar year following the date on calendar year in which the Restricted Period ends, the Company shall (a) issue and deliver to the Participant, or his or her beneficiary, without charge, the number of Common Shares equal to the number of Vested Units, and (b) enter the Participant's name on the books of the Company as the shareholder of ...record with respect to the Common Shares delivered to the Participant; Participated; provided, however, that the Committee may, in its sole discretion, discretion elect to (i) pay cash or part cash and part Common Share in lieu of delivering only Common Shares in respect of the Restricted Stock Units or (ii) defer the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering Common Shares, the amount of such payment shall be equal to the greater of (a) the Fair Market Value of the Common Shares as of the date on which the Restricted Period lapsed with respect to the Restricted Stock Units or (b) the Fair Market Value of the Common Shares as of the date on which the Company makes such a cash payment, Units, less an amount equal to any required tax withholdings. Notwithstanding the foregoing, if the Participant is subject to Canadian income tax, then the Participant's Vested Units may only be settled in Common Shares, and neither the Committee nor any other person shall have the discretion to elect to pay any portion of the Vested Units in cash.View More
Settlement of Restricted Stock Units. Except as otherwise provided herein, promptly Promptly upon the expiration of the Restricted Period, and in any event no later than 60 days March 15th of the calendar year following the date on calendar year in which the Restricted Period ends, the Company shall (a) issue and deliver to the Participant, or his or her beneficiary, without charge, the number of Common Shares equal to the number of Vested Units, and (b) enter the Participant's name on the books of the Company as the shareholder of ...record with respect to the Common Shares delivered to the Participant; provided, however, that the Committee may, in its sole discretion, discretion elect to (i) pay cash or part cash and part Common Share in lieu of delivering only Common Shares in respect of the Restricted Stock Units or (ii) defer the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering Common Shares, the amount of such payment shall be equal to the greater of (a) the Fair Market Value of the Common Shares as of the date on which the Restricted Period lapsed with respect to the Restricted Stock Units or (b) the Fair Market Value of the Common Shares as of the date on which the Company makes such a cash payment, Units, less an amount equal to any required tax withholdings. Notwithstanding the foregoing, if the Participant is subject to Canadian income tax, then the Participant's Vested Units may only be settled in Common Shares, and neither the Committee nor any other person shall have the discretion to elect to pay any portion of the Vested Units in cash.View More
Settlement of Restricted Stock Units. As soon as reasonably practicable following the lapse of the applicable portion of the Period of Restriction, but in no event later than 15 days following the date of such lapse, the Company shall cause to be delivered to the Participant, in full settlement and satisfaction of the Restricted Stock Units as to which such portion of the Period of Restriction has so lapsed the full number of Shares underlying such Restricted Stock Units.
Settlement of Restricted Stock Units. As soon as reasonably practicable following the lapse of the applicable portion of the Period of Restriction, but in no event later than 15 days following the date of such lapse, the Company shall cause to be delivered to the Participant, in full settlement and satisfaction of the Restricted Stock Units as to which such portion of the Period of Restriction has so lapsed lapsed: (a) the full number of Shares underlying such Restricted Stock Units. Units, (b) a cash payment in an amount equal to t...he Fair Market Value of such Shares on the date of such lapse or (c) a combination of such Shares and cash payment, as the Committee, in its discretion, shall determine, subject to satisfaction of applicable tax withholding obligations with respect thereto in accordance with Section 6 of this Agreement. View More
Settlement of Restricted Stock Units. The provisions of Section 9(d)(ii) of the Plan are hereby incorporated herein by reference and made a part hereof.
Settlement of Restricted Stock Units. If Employee's Restricted Stock Units vest in accordance with the normal vesting schedule described in the first sentence of Section 2(a) above or pursuant to Section 2(b) above, payment of vested Restricted Stock Units will be made as soon as administratively practicable, but in no event later than 2-1/2 months following the date that the Restricted Stock Units vest (the date of any such payment, the "Settlement Date"). Notwithstanding the foregoing, the Committee may, in its sole and absolute d...iscretion, settle the vested Restricted Stock Units in cash based on the Fair Market Value (as defined in Section 11 below) of the shares of Common Stock on the settlement date.View More
Settlement of Restricted Stock Units. If Employee's Restricted Stock Units vest in accordance with the normal vesting schedule described in the first sentence of Section 2(a) 1(a) above or pursuant to Section 2(b) 1(b) above, payment of vested Restricted Stock Units will be made as soon as administratively practicable, but in no event later than 2-1/2 months 45 days following the date that the Restricted Stock Units vest (the date of any such payment, the "Settlement Date"). Notwithstanding the foregoing, the Committee may, in its s...ole and absolute discretion, settle the vested Restricted Stock Units in cash based on the Fair Market Value (as defined in Section 11 below) of the shares of Common Stock on the settlement date. View More
Settlement of Restricted Stock Units. a. Time of Settlement. As soon as administratively practicable after the Lapse Date, but in no event later than March 15 of the calendar year following the year in which the Lapse Date occurs, the Company shall make any payment or deliver any shares of Common Stock due to the Participant under the Agreement. b. Form of Settlement. In satisfaction of the Vested Units, the Committee may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering only shares ...of Common Stock for Vested Units. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such payment will be equal to the Fair Market Value of the Common Stock as of the Lapse Date with respect to each Vested Unit. c. Issuance of Shares. If the Committee elects to deliver shares of Common Stock in satisfaction of the Vested Units, the Company will issue the shares of Common Stock registered in the name of the Participant, the Participant's authorized assignee, or the Participant's legal representative, and evidenced by stock certificates representing the shares with the appropriate legends affixed thereto, by appropriate entry on the books of the Company or of a duly authorized transfer agent, or by other appropriate means as determined by the Company.View More
Settlement of Restricted Stock Units. a. Time of Settlement. As soon as administratively practicable after the Lapse Date, but in no event later than March 15 of the calendar year following the year in which the Lapse Date occurs, the Company shall make any payment or deliver any shares of Common Stock due to the Participant under the Agreement. b. Form of Settlement. In satisfaction of the Vested Units, the Committee may, in its sole discretion, elect to pay cash or part cash and part Common Stock in lieu of delivering only shares ...of Common Stock for Vested Units. If a cash payment is made in lieu of delivering shares of Common Stock, the amount of such payment will be equal to the Fair Market Value of the Common Stock as of the Lapse Date with respect to each Vested Unit. Unit, subject to applicable withholding. Page 2 c. Withholding. The Company will withhold from any payment required to be made in settlement of the RSUs (whether such settlement is in cash, in shares of Common Stock, or in a combination thereof) an amount sufficient to satisfy such federal, state, and local withholding tax requirements. d. Issuance of Shares. If the Committee elects to deliver shares of Common Stock in satisfaction of the Vested Units, the Company will issue the shares of Common Stock registered in the name of the Participant, the Participant's authorized assignee, or the Participant's legal representative, and evidenced by stock certificates representing the shares with the appropriate legends affixed thereto, by appropriate entry on the books of the Company or of a duly authorized transfer agent, or by other appropriate means as determined by the Company. View More
Settlement of Restricted Stock Units. Subject to the proviso to Section 9(d)(ii) of the Plan, within 45 days following the later to occur of (i) the date on which the Restricted Period lapses with respect to a Restricted Stock Unit and (ii) the date that is 180 days following the completion of the initial public offering of the Common Stock, the Company shall issue to the Participant or the Participant's beneficiary, without charge, one share of Common Stock (or other securities or other property, as applicable) for each such outsta...nding Restricted Stock Unit.View More
Settlement of Restricted Stock Units. Subject to the proviso to Section 9(d)(ii) of the Plan, within 45 days following the later to occur of (i) the date on which the Restricted Period lapses with respect to a Restricted Stock Unit and (ii) the date that is 180 days following the completion of the initial public offering of the Common Stock, Unit, the Company shall issue to the Participant or the Participant's beneficiary, without charge, one share of Common Stock (or other securities or other property, as applicable) for each such ...outstanding Restricted Stock Unit. View More
Settlement of Restricted Stock Units. (a) Status as a Creditor. Unless and until Restricted Stock Units have vested, the Participant will have no settlement right with respect to any Restricted Stock Units. Prior to settlement of any vested Restricted Stock Units, the vested Restricted Stock Units will represent an unfunded and unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Participant is an unsecured general creditor of the Company, and settlement of Restricted Stock Units ...is subject to the claims of the Company's creditors. (b) Form and Timing of Settlement. Restricted Stock Units will be settled in the form of Shares upon the vesting of the Restricted Stock Units. Where a fractional Share would be owed to the Participant upon the vesting of Restricted Stock Units, the Company may (1) round up the Shares that are payable to the Participant to the nearest whole number, or (2) pay a cash payment equivalent in place of such fractional Share. Upon issuance, Shares will be electronically transferred to an account in the Participant's name at the provider then administering the Plan as it relates to the Restricted Stock Units. The Shares to be issued upon settlement will be issued as soon as practicable to the Participant following each Vesting Date; provided that: (i) such Shares will be issued no later than the date that is two and a half (2.5) months from the end of the later of (1) the Participant's tax year that includes the Vesting Date, or (2) the Company's tax year that includes the Vesting Date; and (ii) for any Restricted Stock Units for which the Vesting Date is after the date the Participant attains Retirement Eligibility and which would constitute a "deferral of compensation" under Section 409A, Shares will be issued: (A) on the applicable Vesting Date; (B) within thirty (30) days following a Separation from Service within 24 months of a Change in Control which triggers accelerated vesting in accordance with the terms of this Agreement; or (C) in the event of a Participant's death or RSU Disability, within thirty (30) days of the date of death or RSU Disability. (c) Clawback. Notwithstanding any provision to the contrary, any "clawback" or "recoupment" policy required under applicable law or provided for under Company policy shall automatically apply to this Award.View More
Settlement of Restricted Stock Units. (a) Status as a Creditor. Unless and until Restricted Stock Units have vested, vested in accordance with Section 2 above, the Participant will have no settlement right with respect to any Restricted Stock Units. Prior to settlement of any vested Restricted Stock Units, the vested Restricted Stock Units will represent an unfunded and unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The Participant is an unsecured general creditor of the Company..., and settlement of Restricted Stock Units is subject to the claims of the Company's creditors. (b) Form and Timing of Settlement. Restricted Stock Units will be settled in the form of Shares upon the vesting of the Restricted Stock Units pursuant to Sections 2 and, if applicable, 6 above. Fractional Shares will not be issued upon the vesting of Restricted Stock Units. Where a fractional Share would be owed to the Participant upon the vesting of Restricted Stock Units, the Company may (1) round up the Shares that are payable to the Participant to the nearest whole number, or (2) pay a cash payment equivalent will be paid in place of any such fractional Share. Upon issuance, Shares will be electronically transferred to an account in the Participant's name at the provider then administering the Plan as it relates to the Restricted Stock Units. The Subject to Section 7(c), the Shares to be issued upon settlement will be issued as soon as practicable to the Participant following each Vesting Date; provided that: (i) such Shares will be issued no later than the date that is two and a half (2.5) months from the end of the later of (1) (i) the Participant's tax year that includes the Vesting Date, or (2) (ii) the Company's tax year that includes the Vesting Date; and (ii) for any Restricted Stock Units for which the Vesting Date is after the date the Participant attains Retirement Eligibility and which would constitute a "deferral of compensation" under Section 409A, Shares will be issued: (A) on the applicable Vesting Date; Date, as described in 2(a); (B) on the thirtieth (30th) day following the Participant's termination of employment as a result of Retirement, on or after November 1, 20__, subject to the Delay Period (as described in Section 6) and the release (as described in Section 7(c)) to the extent applicable; 5 (C) within thirty (30) days following a Separation from Service within 24 months of a RSU Change in Control which triggers accelerated vesting with respect to Restricted Stock Units that vest as a result of a RSU Change in accordance with the terms of this Agreement; Control; or (C) (D) in the event of a Participant's death or RSU Disability, within thirty (30) days of the date of death or RSU Disability. (c) Clawback. Notwithstanding any provision Execution of Separation Agreement and Release. The Company may require, in its sole discretion, that Shares to be delivered as a result of the Participant's Retirement shall only be delivered if the Participant executes and delivers to the contrary, Company, a full general release, in a form acceptable to the Company, releasing all claims, known or unknown, that the Participant may have through the date of such release against the Company or its affiliates and such release becoming legally effective and not subject to revocation within thirty (30) days following the Participant's termination of employment. To the extent applicable, if the requirements of the preceding sentence have not been met, the Participant will not be entitled to receive any Shares under any Restricted Stock Unit that would otherwise vest as a result of the Participant's Retirement. The provisions of this Section 7(c) shall not affect the timing of the issuance of Shares provided under Section 7(b)(ii)(B). (d) Clawback. If the Company subsequently determines that it is required by law to include an additional "clawback" or "recoupment" policy required provision to outstanding awards, under applicable law the Dodd-Frank Wall Street Reform and Consumer Protection Act or provided for under Company policy otherwise, then such clawback or recoupment provision shall automatically also apply to this Award. Award, as applicable, as if it had been included on the Date of Grant. View More
