Settlement Payment Clause Example with 9 Variations from Business Contracts
This page contains Settlement Payment 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 Payment. (a) RSUs. Subject to the terms of the Plan and this Award Agreement, including, without limitation, Section 4 hereof, and to the extent that it would not cause a violation of Section 409A, each RSU shall be settled by the issuance of a Share as soon as practicable following the Vesting Date, and in all events no later than sixty (60) days following the Vesting Date, as determined solely by the Company (the date of settlement, the "Settlement Date"). RSUs settled via Share issuance shall be distr...ibuted to the Participant or the Participant's legal representative; provided, that the Company may, at its election, either (a) on or after the Settlement Date, issue a certificate representing the Shares subject to this Award Agreement, or (b) not issue any certificate representing Shares subject to this Award Agreement and instead document the Participant's or the Participant's legal representative's interest in the Shares by registering the Shares with the Company's transfer agent (or another custodian selected by the Company) in book-entry form. RSU Agreement – [●] (b) Award Subject to Clawback Policy. The Participant agrees and acknowledges that the Participant is bound by, and the Award is subject to, any clawback policy adopted by the Committee from time to time.View More
Variations of a "Settlement Payment" Clause from Business Contracts
Settlement Payment. (a) RSUs. Subject Share Settlement. Pursuant to the terms of the Plan and this Award Agreement, including, without limitation, Section Sections 3(b) and 4 hereof, below, and to the extent that it would not cause a violation of Section 409A, each RSU vested Earned MSU shall be settled by the issuance of a Share as soon as practicable following the applicable Vesting Date, and in all events no later than sixty (60) days the June 30 next following the such Vesting Date, as determined solely by the ...Company (the date of settlement, the "Settlement Date"). RSUs Vested and Earned MSUs settled via Share issuance shall be distributed to the Participant or the Participant's legal representative; provided, that the Company may, at its election, either (a) on or after the Settlement Date, issue a certificate representing the Shares subject to this Award Agreement, or (b) not issue any certificate representing Shares subject to this Award Agreement and instead document the Participant's or the Participant's legal representative's interest in the Shares by registering the Shares with the Company's transfer agent (or another custodian selected by the Company) in book-entry form. RSU D&B Team MemberMarket Stock Unit Award Agreement0 (b) Special Circumstances. Consistent with the Company's historical past practice with respect to its equity-based awards granted under the Plan, the Company intends and fully expects to settle all Earned MSUs in Shares. However, in the limited circumstance in which there are not sufficient Shares available under the Plan as of an applicable Settlement Date to issue Shares to the Participant with respect to Earned MSUs as contemplated by Section 3(a) above, then the Company shall make a cash payment hereunder in lieu of settling the balance of the applicable vested Earned MSUs that were not able to be settled in Shares. In such event, the amount of such payment shall be equal to the Fair Market Value as of the applicable Settlement Date multiplied by the number of Earned MSUs that would have been otherwise settled in Shares. Pursuant to the terms of the Plan and this Award Agreement, including, without limitation, Section 4 below, and to the extent that it would not cause a violation of Section 409A, any cash settlement amount shall be paid to the Participant or the Participant's legal representative within thirty (30) days following the applicable Settlement Date. (c) Limitations. The maximum number of Shares issuable under this Award Agreement – [●] (b) (the "Maximum Share Limit") shall equal 200% of the Target Achievable MSUs. To the extent that any Earned MSUs are required to be settled in cash pursuant to Section 3(b) above, the maximum amount of cash payable under this Award Agreement (the "Maximum Cash Limit") shall equal the product of (A) the Starting Average Closing Price, multiplied by (B) the original Monte Carlo valuation applied to the Award, multiplied by (C) the Target Achievable MSUs, multiplied by (D) 300%; provided, that the Maximum Cash Limit shall immediately thereupon be reduced by the aggregate value of the Shares actually issued to the Participant under Section 3(a) above on any Settlement Date (with the value thereof determined by multiplying the number of Shares distributed by the Fair Market Value of a Share as of the applicable Settlement Date). (d) Forfeiture of Earned MSUs Due to Limitations. Notwithstanding anything to the contrary in this Award Agreement, upon the first to occur of (i) the issuance pursuant to Section 3(a) above of the number of Shares equal to the Maximum Share Limit, and (ii) the payment in cash pursuant to Section 3(b) above of an amount equal to the Maximum Cash Limit (as reduced from time to time in accordance with Section 3(c) above), any remaining Earned MSUs shall be forfeited and canceled immediately without consideration, and no further Shares or cash shall be issuable or payable to the Participant hereunder. (e) Award Subject to Clawback Policy. The Participant agrees and acknowledges that the Participant is bound by, and the Award is subject to, any clawback policy adopted by the Committee from time to time. View More
Settlement Payment. (a) RSUs. Subject Share Settlement. Pursuant to the terms of the Plan and this Award Agreement, including, without limitation, Section Sections 3(b) and 4 hereof, below, and to the extent that it would not cause a violation of Section 409A, each RSU vested Earned MSU shall be settled by the issuance of a Share as soon as practicable following the Vesting Date, and in all events no later than sixty (60) days the June 30 next following the such Vesting Date, as determined solely by the Company (th...e date of settlement, the "Settlement Date"). RSUs Vested and Earned MSUs settled via Share issuance shall be distributed to the Participant or the Participant's legal representative; provided, that the Company may, at its election, either (a) on or after the Settlement Date, issue a certificate representing the Shares subject to this Award Agreement, or (b) not issue any certificate representing Shares subject to this Award Agreement and instead document the Participant's or the Participant's legal representative's interest in the Shares by registering the Shares with the Company's transfer agent (or another custodian selected by the Company) in book-entry form. RSU (b) Limitations. The maximum number of Shares issuable under this Award Agreement – [●] (b) (the "Maximum Share Limit") shall equal 200% of the Target Achievable MSUs. (c) Forfeiture of Earned MSUs Due to Limitations. Notwithstanding anything to the contrary in this Award Agreement, upon the first to occur of (i) the issuance pursuant to Section 3(a) above of the number of Shares equal to the Maximum Share Limit, and (ii) the payment in cash pursuant to Section 3(b) above of an amount equal to the Maximum Cash Limit (as reduced from time to time in accordance with Section 3(c) above), any remaining Earned MSUs shall be forfeited and canceled immediately without consideration, and no further Shares or cash shall be issuable or payable to the Participant hereunder. D&B Team Member - [●]Market Stock Unit Award Agreement0 (d) Award Subject to Clawback Policy. The Participant agrees and acknowledges that the Participant is bound by, and the Award is subject to, any clawback policy adopted by the Committee from time to time. View More
Settlement Payment. (a) RSUs. Subject Share Settlement. Pursuant to the terms of the Plan and this Award Agreement, including, without limitation, Section Sections 3(b) and 4 hereof, below, and to the extent that it would not cause a violation of Section 409A, each vested Earned RSU shall be settled by the issuance of a Share as soon as practicable following the applicable Vesting Date, and in all events no later than sixty (60) days the June 30 next following the such Vesting Date, as determined solely by the Comp...any (the date of settlement, the "Settlement Date"). Vested and Earned RSUs settled via Share issuance shall be distributed to the Participant or the Participant's legal representative; provided, that the Company may, at its election, either (a) on or after the Settlement Date, issue a certificate representing the Shares subject to this Award Agreement, or (b) not issue any certificate representing Shares subject to this Award Agreement and instead document the Participant's or the Participant's legal representative's interest in the Shares by registering the Shares with the Company's transfer agent (or another custodian selected by the Company) in book-entry form. RSU D&B Team Member - [●] 2022 Restricted Stock Unit Award Agreement – [●] Performance Based 2 (b) Limitations. The maximum number of Shares issuable under this Award Agreement (the "Maximum Share Limit") shall equal 200% of the Target Achievable RSUs. (c) Forfeiture of Earned RSUs Due to Limitations. Notwithstanding anything to the contrary in this Award Agreement, upon the first to occur of (i) the issuance pursuant to Section 3(a) above of the number of Shares equal to the Maximum Share Limit, and (ii) the payment in cash pursuant to Section 3(b) above of an amount equal to the Maximum Cash Limit (as reduced from time to time in accordance with Section 3(c) above), any remaining Earned RSUs shall be forfeited and canceled immediately without consideration, and no further Shares or cash shall be issuable or payable to the Participant hereunder. (d) Award Subject to Clawback Policy. The Participant agrees and acknowledges that the Participant is bound by, and the Award is subject to, any clawback policy adopted by the Committee from time to time. View More
Settlement Payment. (a) RSUs. Subject to the terms of the Plan and this Award Agreement, including, without limitation, Section 4 hereof, and to the extent that it would not cause a violation of Section 409A, each RSU shall be settled by the issuance of a Share as soon as practicable following the Vesting Date, applicable date of vesting, and in all events no later than sixty (60) days following the Vesting Date, applicable date of vesting, as determined solely by the Company (the date of settlement, the "Settlemen...t Date"). RSUs settled via Share issuance shall be converted into an equivalent number of Shares, which will be distributed to the Participant or the Participant's legal representative; provided, that the representative. The Company may, may at its election, election either (a) on or after the Settlement Date, issue a certificate representing the Shares subject to this Award Agreement, or (b) not issue any certificate representing Shares subject to this Award Agreement and instead document the Participant's or the Participant's legal representative's interest in the Shares by registering the Shares with the Company's transfer agent (or another custodian selected by the Company) in book-entry form. 1 Breakout will depend on number of installments. Business practice is to round up beginning with first installment for any fractional shares. RSU Agreement – [●] (b) Award Subject to Clawback Policy. The Participant agrees and acknowledges that the Participant is bound by, and the Award is subject to, any clawback policy adopted by the Committee from time with respect to time. performance-based compensation. View More
Settlement Payment. (a) RSUs. Subject to the terms of the Plan and this Award Agreement, including, without limitation, Section 4 hereof, and to the extent that it would not cause a violation of Section 409A, each Earned RSU shall be settled by the issuance of a Share as soon as practicable following the Vesting Closing Date, and in all events no later than sixty (60) days following the Vesting Date, [●], as determined solely by the Company (the date of settlement, the "Settlement Date"). Earned RSUs settled via Sh...are issuance shall be converted into an equivalent number of Shares, which will be distributed to the Participant or the Participant's legal representative; provided, that the representative. The Company may, may at its election, election either (a) on or after the Settlement Date, issue a certificate representing the Shares subject to this Award Agreement, or (b) not issue any certificate representing Shares subject to this Award Agreement and instead document the Participant's or the Participant's legal representative's interest in the Shares by registering the Shares with the Company's transfer agent (or another custodian selected by the Company) in book-entry form. RSU Agreement – [●] (b) Cash Award. Subject to the terms of the Plan and this Award Agreement, including, without limitation, Section 4 hereof, and to the extent that it would not cause a violation of Section 409A, any Earned Cash Amount shall be paid to the Participant or the Participant's legal representative on the Settlement Date. (c) Award Subject to Clawback Policy. The Participant agrees and acknowledges that the Participant is bound by, and the Award is subject to, any clawback policy adopted by the Committee from time with respect to time. performance-based compensation. View More
Settlement Payment. (a) RSUs. Subject Share Settlement. Pursuant to the terms of the Plan and this Award Agreement, including, without limitation, Section 4 hereof, below, and to the extent that it would not cause a violation of Section 409A, each vested Earned RSU shall be settled by the issuance of a Share as soon as practicable following the applicable Vesting Date, and in all events no later than sixty (60) days the sixtieth (60th) day following the such Vesting Date, as determined solely by the Company (the da...te of settlement, the "Settlement Date"). Vested and Earned RSUs settled via Share issuance shall be distributed to the Participant or the Participant's legal representative; provided, that the Company may, at its election, either (a) on or after the Settlement Date, issue a certificate representing the Shares subject to this Award Agreement, or (b) not issue any certificate representing Shares subject to this Award Agreement and instead document the Participant's or the Participant's legal representative's interest in the Shares by registering the Shares with the Company's transfer agent (or another custodian selected by the Company) in book-entry form. RSU D&B Team Member – Christopher Morris 2022 Restricted Stock Unit Award Agreement – [●] Performance Based No 2 1 (b) Award Subject to Clawback Policy. The Participant agrees and acknowledges that the Participant is bound by, and the Award is subject to, any clawback policy adopted by the Committee from time to time. View More
Settlement Payment. (a) RSUs. Subject Share Settlement. Pursuant to the terms of the Plan and this Award Agreement, including, without limitation, Section 4 hereof, below, and to the extent that it would not cause a violation of Section 409A, each vested Earned RSU shall be settled by the issuance of a Share as soon as practicable following the applicable Vesting Date, and in all events no later than sixty (60) days the sixtieth (60th) day following the such Vesting Date, as determined solely by the Company (the da...te of settlement, the "Settlement Date"). Vested and Earned RSUs settled via Share issuance shall be distributed to the Participant or the Participant's legal representative; provided, that the Company may, at its election, either (a) on or after the Settlement Date, issue a certificate representing the Shares subject to this Award Agreement, or (b) not issue any certificate representing Shares subject to this Award Agreement and instead document the Participant's or the Participant's legal representative's interest in the Shares by registering the Shares with the Company's transfer agent (or another custodian selected by the Company) in book-entry form. RSU D&B Team Member – Christopher Morris 2022 Restricted Stock Unit Award Agreement – [●] Performance Based No 1 1 (b) Award Subject to Clawback Policy. The Participant agrees and acknowledges that the Participant is bound by, and the Award is subject to, any clawback policy adopted by the Committee from time to time. View More
Settlement Payment. (a) RSUs. Subject to the terms of the Plan and this Award Agreement, including, without limitation, Section 4 hereof, and to the extent that it would not cause a violation of Section 409A, each RSU shall be settled by the issuance of a Share as soon as practicable following the Vesting Date, applicable date of vesting, and in all events no later than sixty (60) days following the Vesting Date, applicable date of vesting, as determined solely by the Company (the date of settlement, the "Settlemen...t Date"). RSUs settled via Share issuance shall be distributed to the Participant or the Participant's legal representative; provided, that the Company may, at its election, either (a) on or after the Settlement Date, issue a certificate representing the Shares subject to this Award Agreement, or (b) not issue any certificate representing Shares subject to this Award Agreement and instead document the Participant's or the Participant's legal representative's interest in the Shares by registering the Shares with the Company's transfer agent (or another custodian selected by the Company) in book-entry form. RSU D&B Team Member – Christopher Morris 2022 Restricted Stock Unit Award Agreement – [●] Time Based (b) Award Subject to Clawback Policy. The Participant agrees and acknowledges that the Participant is bound by, and the Award is subject to, any clawback policy adopted by the Committee from time to time. View More
Settlement Payment. (a) RSUs. Subject to the terms of the Plan and this Award Agreement, including, without limitation, Section 4 hereof, and to the extent that it would not cause a violation of Section 409A, each RSU shall be settled by the issuance of a Share as soon as practicable following the Vesting Date, applicable date of vesting, and in all events no later than sixty (60) days following the Vesting Date, applicable date of vesting, as determined solely by the Company (the date of settlement, the "Settlemen...t Date"). RSUs settled via Share issuance shall be distributed to the Participant or the Participant's legal representative; provided, that the Company may, at its election, either (a) on or after the Settlement Date, issue a certificate representing the Shares subject to this Award Agreement, or (b) not issue any certificate representing Shares subject to this Award Agreement and instead document the Participant's or the Participant's legal representative's interest in the Shares by registering the Shares with the Company's transfer agent (or another custodian selected by the Company) in book-entry form. 1 Number of installments and breakdown per installment dependent upon terms of specific grant. RSU Agreement – [●] (b) Award Subject to Clawback Policy. The Participant agrees and acknowledges that the Participant is bound by, and the Award is subject to, any clawback policy adopted by the Committee from time to time. View More
