Grouped Into 47 Collections of Similar Clauses From Business Contracts
This page contains Settlement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Settlement. As soon as reasonably practicable (but no more than thirty (30) days) after each vesting date or event (in the case of Sections 4 and 12), the Company will issue to the Participant a number of Shares equal to the number of RSUs that vested on such date or event. Notwithstanding the foregoing, if the RSUs are deferred compensation subject to Section 409A of the Code, and if the Participant is a "specified employee" as of the date of his or her "separation from service" (as those terms are defined... in Section 409A of the Code), then the issuance of any Shares that would otherwise be made upon the date of the Participant's separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date and will instead be issued on the date that is six (6) months and one day after the date of the Participant's separation from service, but only if such delay in the issuance of the Shares is necessary to avoid the imposition of additional taxation on the Participant in respect of the Shares under Section 409A of the Code.View More
Settlement. As soon as reasonably practicable (but no more than thirty (30) days) after each vesting date or event (in the case of Sections 4 and 12), Section 4), the Company will issue to the Participant Executive a number of Shares equal to the number of RSUs that vested on such date or event. Notwithstanding the foregoing, if the RSUs are deferred compensation subject to Section 409A of the Code, and if the Participant Executive is a "specified employee" as of the date of his or her "separation from serv...ice" (as those terms are defined in Section 409A of the Code), then the issuance of any Shares that would otherwise be made upon the date of the Participant's Executive's separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date and will instead be issued on the date that is six (6) months and one day after the date of the Participant's Executive's separation from service, but only if such delay in the issuance of the Shares is necessary to avoid the imposition of additional taxation on the Participant Executive in respect of the Shares under Section 409A of the Code. View More
Settlement. As soon as reasonably practicable (but no more than thirty (30) days) after each vesting date or event (in the case of Sections 4 and 12), the Company will issue pay to the Participant a number of Shares an amount in cash equal to the product of (a) the number of RSUs that vested on such date or event. event and (b) the Fair Market Value (as defined in the Plan) of a Share on the vesting date. Notwithstanding the foregoing, if the RSUs are deferred compensation subject to Section 409A of the Cod...e, and if the Participant is a "specified employee" as of the date of his or her "separation from service" (as those terms are defined in Section 409A of the Code), then the issuance of any Shares payment that would otherwise be made upon the date of the Participant's separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date and will instead be issued made on the date that is six (6) months and one day after the date of the Participant's separation from service, but only if such delay in the issuance of the Shares payment is necessary to avoid the imposition of additional taxation on the Participant in respect of the Shares amounts subject to this Agreement under Section 409A of the Code. View More
Settlement. (a)Subject to the terms of the Plan and this Award Agreement, the number of vested Performance Units Achieved, minus any Shares that are withheld for taxes as provided under Section 5(c), shall be settled in a lump sum as soon as administratively practicable, but no later than 90 days following the Vesting Date (the "Settlement Date") unless you elect to defer settlement of your Performance Units Achieved in accordance with Section 6 below. Your whole Performance Units Achieved shall 3be settled... in full Shares, and any fractional Performance Unit Achieved shall be settled in cash, determined based upon the Fair Market Value of a Share on the Settlement Date equal to the closing price of a Share on the Settlement date if it is a trading day or, if such date is not a trading day, on the next preceding trading day. (b)Except as provided in Section 7 of this Award Agreement, you will have none of the rights of a shareholder with respect to Shares underlying the Performance Units unless and until you become the record holder of such Shares. (c)You may use one of the following methods to pay the required withholding taxes related to the settlement of your Performance Units Achieved. You will decide on the method at the time prescribed by the Company. If you do not elect one of these methods, the Company will apply the Net Settlement method described below: (i)CASH PAYMENT: If you elect this alternative, you will be responsible for paying the Company through the Third Party Administrator cash equal to the minimum statutory withholding Taxes applicable on your Performance Units. (ii) NET SETTLEMENT: If you elect this alternative, the Company will retain the number of Shares with a Fair Market Value equal to the minimum statutory withholding Taxes applicable on your Performance Units. (d)The number of Performance Units Achieved will vest and be settled only under the circumstances described above, unless there is a Change in Control, in which case your Performance Units may vest earlier in accordance with Section 4(b)(iv) and will be settled as of the effective date of Change in Control based on the performance achieved.6. DEFERRAL ELECTION. You may defer your right to receive any vested Performance Units Achieved and related Dividend Equivalents that may be achieved under this Award Agreement so long as you properly execute and deliver the Deferral Election Form as provided in Exhibit B. This may be done only on the attached Deferral Election Form in Exhibit B and by following the rules described in that Form. The Deferral Election Form must be completed within 45 days of the Grant Date and must be delivered to [___________________]. If you do not complete the Deferral Election Form within 45 days of the Grant Date, you will receive your vested Performance Units Achieved as provided in Section 5(a).7. DIVIDEND EQUIVALENTS. Each Dividend Equivalent represents the right to receive an amount equal to the dividends that are declared and paid during the period beginning on the Grant Date and ending on the Settlement Date with respect to the Share represented by the related Performance Unit Achieved, subject to the same terms and conditions. The Dividend Equivalents on Performance Units Achieved shall be payable only when and to the extent that the underlying Performance Unit vests and becomes payable. Any Dividend Equivalents will be distributed to you in accordance with Section 5 of this Award Agreement or forfeited, depending on whether or not you have met the conditions described in this Award Agreement and the Plan. Any such 4distributions will be made in (i) cash, for any Dividend Equivalents relating to cash dividends and/or (ii) Shares, for any Dividend Equivalents relating to Share dividends.View More
Settlement. (a)Subject to the terms of the Plan and this Award Agreement, the number of vested Performance Units Achieved, minus any Shares that are withheld for taxes as provided under Section 5(c), shall be settled in a lump sum as soon as administratively practicable, but no later than 90 days following the Vesting Date (the "Settlement Date") unless you elect to defer settlement of your Performance Units Achieved in accordance with Section 6 below. Date"). Your whole Performance Units Achieved shall 3be... be settled in full Shares, and any fractional Performance Unit Achieved shall be settled in cash, determined based upon 2upon the Fair Market Value of a Share on the Settlement Date Date, which shall equal to the closing price of a Share on the Settlement date if it is a trading day or, if such date is not a trading day, on the next preceding trading day. (b)Except as provided in Section 7 6 of this Award Agreement, you will have none of the rights of a shareholder with respect to Shares underlying the Performance Units unless and until you become the record holder of such Shares. (c)You may use one of the following methods to pay the required withholding taxes related to the settlement of your Performance Units Achieved. You will decide on the method at the time prescribed by the Company. If you do not elect one of these methods, the Company will apply the Net Settlement method described below: (i)CASH PAYMENT: If you elect this alternative, you will be responsible for paying the Company through the Third Party Administrator cash equal to the minimum statutory withholding Taxes requirements applicable on your Performance Units. (ii) NET SETTLEMENT: If you elect this alternative, the Company will retain the number of Shares shares with a Fair Market Value equal to the minimum statutory withholding Taxes requirements applicable on your Performance Units. (d)The number of Performance Units Achieved will vest and be settled only under the circumstances described above, unless there is a Change in Control, in which case your Performance Units may vest earlier at Target in accordance with Section 4(b)(iv) the Plan and will be settled as pursuant to the discretion of the effective date of Change in Control based on Committee. See the performance achieved.6. DEFERRAL ELECTION. You may defer your right to receive any vested Performance Units Achieved and related Dividend Equivalents that may be achieved under this Award Agreement so long as you properly execute and deliver the Deferral Election Form as provided in Exhibit B. This may be done only on the attached Deferral Election Form in Exhibit B and by following the rules described in that Form. The Deferral Election Form must be completed within 45 days of the Grant Date and must be delivered to [___________________]. If you do not complete the Deferral Election Form within 45 days of the Grant Date, you will receive your vested Performance Units Achieved as provided in Section 5(a).7. Plan for further details.6. DIVIDEND EQUIVALENTS. Each Dividend Equivalent represents the right to receive an amount equal to the dividends that are declared and paid during the period beginning on the Grant Date and ending on the Settlement Date with respect to the Share Shares represented by the related Performance Unit Units Achieved, subject to the same terms and conditions. The Dividend Equivalents on Performance Units Achieved shall be payable only when and to the extent that the underlying Performance Unit vests and becomes payable. Any Dividend Equivalents will be distributed to you in accordance with Section 5 of this Award Agreement or forfeited, depending on whether or not you have met the conditions described in this Award Agreement and the Plan. Any such 4distributions distributions will be made in (i) cash, for any Dividend Equivalents relating to cash dividends and/or (ii) Shares, for any Dividend Equivalents relating to Share dividends. View More
Settlement. During the first open trading window of the Company following the end of each calendar quarter (i.e., March 31, June 30, September 30, December 31), the Company shall deliver to the Grantee one (1) share of Stock in settlement of each RSU that became vested during such calendar quarter, except that, any RSUs that vest on or before December 31, 2021, shall be settled during the first open trading window of the Company following December 31, 2021, provided that, in no event (i) will an RSU be sett...led later than March 15 of the year following the year in which such RSU vested, nor (ii) will the Grantee be permitted, directly or indirectly, to specify the taxable year of delivery of any RSU subject to this Agreement. 4 5. Delivery of Stock. Certificates or evidence of book-entry shares representing the Stock issued upon settlement of RSUs pursuant to Section 4 of this Agreement will be delivered to or otherwise made available to the Grantee (or, at the discretion of the Grantee, joint in the names of the Grantee and the Grantee's spouse) or to the Grantee's nominee at such person's request. Delivery of shares of Stock under this Agreement will comply with all applicable laws (including, the requirements of the Exchange Act), and the applicable requirements of any securities exchange or similar entity.View More
Settlement. During the first open trading window of the Company Within thirty (30) days following the end of each calendar quarter (i.e., March 31, June 30, September 30, December 31), the Company shall deliver to the Grantee one (1) share of Stock in settlement of each RSU that became becomes vested during such calendar quarter, except that, (i) any RSUs that vest on or before December 31, 2021, 2021 shall be settled during the first open trading window of the Company within thirty (30) days following Dece...mber 31, 2021, provided that, in no event (i) will an RSU and (ii) RSUs that vest upon a Change of Control shall be settled later than March 15 immediately prior to such Change of the year following the year in which such RSU vested, nor (ii) will the Grantee be permitted, directly or indirectly, to specify the taxable year of delivery of any RSU subject to this Agreement. Control. 4 5. Delivery of Stock. Certificates or evidence of book-entry shares representing the Stock issued upon settlement of RSUs pursuant to Section 4 of this Agreement will be delivered to or otherwise made available to the Grantee (or, at the discretion of the Grantee, joint in the names of the Grantee and the Grantee's spouse) or to the Grantee's nominee at such person's request. Delivery of shares of Stock under this Agreement will comply with all applicable laws (including, the requirements of the Exchange Act), and the applicable requirements of any securities exchange or similar entity. View More
Settlement. Notwithstanding anything in Section VI.A of the Plan to the contrary, if the Time-Based Requirements and any portion of both the Appendix I Performance Requirements and the Appendix II Performance Requirements (as defined in Appendix II) have been satisfied, then the Company shall pay to the Recipient an amount equal to the portion of the Award with respect to which the Appendix I Performance Requirements are satisfied under Section 3 of this Agreement in a lump sum cash payment within 30 days a...fter September 15, 2019; provided, however, that if (x) the Time-Based Requirements are satisfied pursuant to clause (ii) or (iii) of the definition thereof excluding death, then payment instead shall be made within 60 days after the earlier of the day that is 6 months following Recipient's date of termination of employment or September 15, 2019 and (y) the Time-Based Requirements are satisfied under clause (ii) of the definition thereof as a result of the Recipient's death, then payment shall be made within 60 days after the date of such death. The parties hereto agree that the occurrence of a Sale of the Company shall not accelerate the payment date (provided that the Company retains the 12221316.2.TAX -7- discretion to accelerate the payment date in connection with a Sale of the Company to the extent permitted under, and in accordance with, Treasury Regulation Section 1.409A-3(j)).View More
Settlement. Notwithstanding anything in Subject to Section VI.A of the Plan to the contrary, 8 below, if the Time-Based Requirements and any portion of both the Appendix I Performance Requirements and the Appendix II Performance Requirements (as defined in Appendix II) have been satisfied, then the Company Aggregate Appendix I Settlement Amount shall pay be paid to the Recipient an amount equal to the portion of the Award with respect to which the Appendix I Performance Requirements are satisfied under Sect...ion 3 of this Agreement in a lump sum cash payment within 30 days after September 15, 30, 2019; provided, however, that if (x) the Time-Based Requirements are satisfied pursuant to clause (ii) or (iii) (iv) of the definition thereof excluding death, thereof, then payment of the Aggregate Appendix I Settlement Amount instead shall be made within 60 days after the earlier of the day that is 6 months following Recipient's date of termination of employment Separation from Service or September 15, 30, 2019 and (y) the Time-Based Requirements are satisfied under clause (ii) (iii) of the definition thereof as a result of the Recipient's death, then payment of the Aggregate Appendix I Settlement Amount instead shall be made within 60 days after the date of such death. The parties hereto agree that the occurrence of a Change in Control or Sale of the Company shall not accelerate the payment date (provided that the Company retains the 12221316.2.TAX -7- discretion to accelerate the payment date in connection with a Sale of the Company to the extent permitted under, and in accordance with, Treasury Regulation Section 1.409A-3(j)). View More
Settlement. Subject to Section 7 of this Agreement, the Company shall issue one Share to the Participant for each RSU that becomes vested hereunder within 30 days following the applicable Vesting Date.
Settlement. Subject to Section 7 of this Agreement, the Company shall issue one Share to the Participant for each RSU Performance Unit that becomes vested hereunder within 30 days following the applicable Vesting Date.
Settlement. (a)Subject to the terms of the Plan and this Award Agreement, your vested RSUs, minus any shares that are withheld for taxes as provided under Section 4(c), shall be settled in a lump sum as soon as administratively practicable, but no later than 90 days following the earliest date to occur of: (i) your Termination due to your death or Disability; or (ii) the third anniversary of the Grant Date (the "Settlement Date"). Your whole RSUs shall be settled in full Shares, and any fractional RSU shall... be settled in cash, determined based upon the Fair Market Value of a Share on the Settlement Date. (b)Except as provided in Section 5 of this Award Agreement, you will have none of the rights of a shareholder with respect to Shares underlying the RSUs unless and until you become the record holder of such Shares. (c)You may use one of the following methods to pay the required withholding taxes related to the vesting of your RSUs. You will decide on the method at the time prescribed by the Company. If you do not elect one of these methods, the Company will apply the Net Settlement method described below: (i)CASH PAYMENT: If you elect this alternative, you will be responsible for paying the Company through the Third Party Administrator cash equal to the minimum statutory withholding requirements applicable on your RSUs. 3 (ii) NET SETTLEMENT: If you elect this alternative, the Company will retain the number of shares with a Fair Market Value equal to the minimum statutory withholding requirements applicable on your RSUs. (d)Normally, your RSUs will vest and be settled only under the circumstances described above. However, if there is a Change in Control, your RSUs will become 100% vested on the date of the Change in Control and will be settled as described in the Plan. See the Plan for further details.View More
Settlement. (a)Subject to the terms of the Plan and this Award Agreement, your vested RSUs, minus any shares Shares that are withheld for taxes as provided under Section 4(c), shall be settled in a lump sum as soon as administratively practicable, but no later than 90 days following the earliest date to occur of: (i) your Termination due to your death or Disability; or (ii) the third anniversary of the Grant Date (the "Settlement Date"). Your whole RSUs shall be settled in full Shares, and any fractional RS...U shall be settled in cash, determined based upon the Fair Market Value of a Share on the Settlement Date. Date equal to the closing price of a Share on the Settlement date if it is a trading day or, if such date is not a trading day, on the next preceding trading day. (b)Except as provided in Section 5 of this Award Agreement, you will have none of the rights of a shareholder with respect to Shares underlying the RSUs unless and until you become the record holder of such Shares. (c)You may use one of the following methods to pay the required withholding taxes related to the vesting of your RSUs. You will decide on the method at the time prescribed by the Company. If you do not elect one of these methods, the Company will apply the Net Settlement method described below: 2 (i)CASH PAYMENT: If you elect this alternative, you will be responsible for paying the Company through the Third Party Administrator cash equal to the minimum statutory withholding requirements applicable on your RSUs. 3 (ii) NET SETTLEMENT: If you elect this alternative, the Company will retain the number of shares with a Fair Market Value equal to the minimum statutory withholding requirements applicable on your RSUs. (d)Normally, your RSUs will vest and be settled only under the circumstances described above. However, if (d)If there is a Change in Control, your RSUs will become 100% vested on may vest earlier in accordance with the date Plan and pursuant to the discretion of the Change in Control and will be settled as described in the Plan. Committee. See the Plan for further details. View More
Settlement. Each vested and outstanding Phantom Share shall be settled in one Share within 30 days of the date on which such Phantom Share vests as set forth in paragraph 2 above (the "Settlement Date"). To the extent such payment is required to be delayed six months pursuant to the rules of Section 409A of the Code related to "specified employees," such payment shall not be made before the date which is six months after the date of Termination of Service. Any delayed payment shall be made to the Grantee on... the first day of the seventh month following the Grantee's Termination of Service (or within 30 days following the Grantee's death, if earlier).View More
Settlement. Each vested and outstanding Phantom Share shall be settled in one Share share of Common Stock of the Company (a "Share") within 30 days of following the date on which such Phantom Share vests as set forth in paragraph 2 above (the "Settlement Date"). Date"), provided that, to the extent required by Section 409A of the Code, if the Change of Control described in paragraph 2(b)(iv)(B) does not constitute a "change in control event" for purposes of Section 409A of the Code, then the Settlement Date... with respect to any Phantom Shares that vest in accordance with paragraph 2(b)(iv)(B) shall occur within 30 days following the Vesting Date. To the extent such any payment described in this paragraph 3 is required to be delayed six months pursuant to the rules of Section 409A of the Code related to "specified employees," such payment shall not be made before the date which is six months after the date of Grantee's Termination of Service. Any delayed payment shall be made to the Grantee on the first day of the seventh month following the Grantee's Termination of Service (or within 30 days following the Grantee's death, if earlier). View More
Settlement. Settlement of RSUs will be made within thirty (30) days following the applicable date of vesting under the Vesting Schedule set forth in the Notice. Settlement of RSUs will be in Shares. No fractional RSUs or rights for fractional Shares shall be created pursuant to this Agreement.2.No Stockholder Rights. Unless and until such time as Shares are issued in settlement of vested RSUs, Participant will have no ownership of the Shares allocated to the RSUs and will have no rights to dividends or to v...ote such Shares.3.Dividend Equivalents. Dividends, if any (whether in cash or Shares), will not be credited to Participant.4.Non-Transferability of RSUs. The RSUs and any interest therein will not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of in any manner other than by will or by the laws of descent or distribution or court order or unless otherwise permitted by the Committee on a case-by-case basis.View More
Settlement. Settlement of RSUs will be made within thirty (30) 30 days following the applicable date of vesting under the Vesting Schedule Period(s) set forth in the Notice. Settlement of RSUs will be in Shares. No fractional RSUs or rights for fractional Shares shall will be created pursuant to this Agreement.2.No Agreement.3. No Stockholder Rights. Unless and until such time as Shares are issued in settlement of vested RSUs, Participant will have no ownership of the Shares allocated to the RSUs and will h...ave no rights right to dividends or to vote such Shares.3.Dividend Shares.4. Dividend Equivalents. Dividends, if any (whether in cash or Shares), will not be credited to Participant.4.Non-Transferability Participant.5. Non-Transferability of RSUs. The RSUs and any interest therein will not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of in any manner other than by will or by the laws of descent or distribution or by court order or unless otherwise permitted by the Committee on a case-by-case basis. View More
Settlement. Settlement of RSUs PSUs will be made within thirty (30) days following the applicable date of vesting under the Vesting Schedule set forth Appendix, and in any event no later than March 15 of the Notice. calendar year following the calendar year in which the applicable date of vesting occurs. Settlement of RSUs PSUs will be in Shares. No fractional RSUs PSUs or rights for fractional Shares shall be created pursuant to this Agreement.2.No Stockholder Rights. Unless and until such time as Shares a...re issued in settlement of vested RSUs, PSUs, Participant will have no ownership of the Shares allocated to the RSUs PSUs and will have no rights to dividends or to vote such Shares.3.Dividend Equivalents. Dividends, if any (whether in cash or Shares), will not be credited to Participant.4.Non-Transferability of RSUs. PSUs. The RSUs PSUs and any interest therein will not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of in any manner other than by will or by the laws of descent or distribution or court order or unless otherwise permitted by the Committee on a case-by-case basis. View More
Settlement. (a) Amount. The Company will deliver one share of Common Stock for each vested Restricted Stock Unit, less any withholding (as permitted pursuant to the Plan and Section 7 hereof). The value of any fractional Restricted Stock Unit shall be rounded down at the time shares of Common Stock are issued. No fractional shares of Common Stock, nor the cash value of any fractional shares of Common Stock, will be issuable or payable pursuant to this Agreement. The value of shares of Common Stock shall not... bear any interest owing to the passage of time. Neither this Section 4 nor any action taken in accordance with this Section 4 shall be construed to create a trust or a funded or secured obligation of any kind. (b) Timing. Delivery in respect of the vested Restricted Stock Units will be made as soon as administratively practicable following the Vesting Date, but in no event more than sixty 60 days following the Vesting Date. Such delivery shall be subject to the Participant's continued compliance with the restrictive covenants set forth in Appendix A.View More
Settlement. (a) Amount. The For each vested Restricted Stock Unit, the Company will deliver one share of Common Stock plus a cash amount equal to the aggregate Dividend Equivalents, if any, for each such vested Restricted Stock Unit, in each case less any withholding (as permitted pursuant to the Plan and Section 7 hereof). applicable withholding. The value of any fractional Restricted Stock Unit shall be rounded down at the time shares of Common Stock are issued. No Neither fractional shares of Common Stoc...k, Stock nor the cash value of any fractional shares of Common Stock, Stock will be issuable or payable pursuant to this Agreement. The Neither the value of shares of Common Stock nor the value of Dividend Equivalents shall not bear any interest owing to the passage of time. Neither this Section 4 5 nor any action taken in accordance with this Section 4 5 shall be construed to create a trust or a funded or secured obligation of any kind. (b) Timing. Delivery in respect of the vested Restricted Stock Units and any associated Dividend Equivalents will be made as soon as administratively practicable following the Vesting Date, but in no event more than sixty 60 days following the Vesting Date. Such delivery shall be subject to the Participant's continued compliance with the restrictive covenants set forth in Appendix A. View More
Settlement. Each RSU granted hereunder shall represent the right to receive, in the sole discretion of the Company, either (i) one (1) share of Common Stock (a "Share") or (ii) an amount of cash equal to the Fair Market Value of one (1) Share, valued based on the closing price of a Share on the date immediately prior to the date of payment (as applicable, the "Settlement"). The Settlement shall occur as soon as practicable after the applicable Vesting Date, but in no event later than March 15 of the year fo...llowing the year in which such Vesting Date occurs.View More
Settlement. Each RSU granted hereunder shall represent the right to receive, in the sole discretion of the Company, either (i) one (1) share of Common Stock (a "Share") Share or (ii) an amount of cash equal to the Fair Market Value of one (1) Share, valued based on the closing price of a Share on the date immediately prior to the date of payment (as applicable, the "Settlement"). The Settlement shall occur as soon as practicable after the applicable Vesting Date, but in no event later than March 15 of the y...ear following the year in which such Vesting Date occurs. View More
