Terms and Conditions Clause Example with 6 Variations from Business Contracts
This page contains Terms and Conditions 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.
Terms and Conditions. The Grant is subject to the following terms and conditions: a. Time-Based Requirements. The Time-Based RSUs will vest in three installments at the Time Vesting Dates (as defined below), provided that Grantee provides continuous service as a director of the Corporation through the applicable Time Vesting Date (as defined below), as follows: [(a) [ ] of the Time-Based RSUs will vest at [ ], (b) [ ] of the Time-Based RSUs will vest at [ ], and (c) with respect to [ ] of the Time-Based RSUs will ves...t at [ ] (each of the dates set forth in clauses (a), (b) and (c) is, as to the corresponding portion of the Time-Based RSUs, a "Time Vesting Date")]. b. Performance Goals. The Performance-Based RSUs are subject to the performance goals set forth in Exhibit A (the "Performance Goals") and shall vest, in whole or in part, upon the Performance Vesting Date only if the Performance Goals are achieved and the Grantee has provided continuous service as a director of the Corporation through the end of the Service Period, or as otherwise provided herein. The Compensation Committee shall determine within 75 days after the last day of the Service Period whether the Performance Goals have been achieved, in whole or in part, in accordance with Exhibit A attached hereto. The value of any fractional shares will be paid to the Grantee through a separate disbursement. No vesting of Performance-Based RSUs shall be deemed to have occurred unless and until the Compensation Committee certifies in writing as to the portion of Performance Goals that have been achieved. The date on which the Compensation Committee certifies as to the achievement of the Performance Goals and the vesting of the Performance-Based RSUs is referred to in this Agreement as the "Performance Vesting Date". c. No Rights as a Shareholder. Grantee will have no rights or privileges of a shareholder (including but not limited to, no right to vote the shares) with respect to shares underlying RSUs until such RSUs have vested and such shares have been issued. d. Dividend-Equivalents. At the time of issuance of shares underlying vested RSUs pursuant to subsection 2(b) above, the Corporation shall also pay to Grantee an amount equal to the aggregate amount of all dividends declared and paid by the Corporation based on dividend record dates falling between the Date of Grant and the date of issuance in accordance with the number of shares issued. The computation set forth in this subparagraph is separate and distinct from the calculations and concepts set forth on Exhibit "A" hereto and the calculations and concepts set forth on Exhibit "A" hereto have no applicability to the calculation of the amount of dividends to be paid by the Corporation pursuant to this subparagraph. e. Holding Period. All vested RSUs will be subject to a holding period ("Holding Period") until the earliest of: i. The two-year anniversary of such Time Vesting Date or Performance Vesting Date, as applicable; ii. The date of the Grantee's death or Disability (as defined in section 5 below); or iii. The date of consummation of a Change in Control (as defined in section 7 below). For purposes of clarification, once shares underlying vested RSUs have been issued and until the expiration of the applicable Holding Period, Grantee shall have all of the rights and privileges of a shareholder with respect to such shares other than the right to sell, transfer, gift, or otherwise divest himself or herself of such shares. Notwithstanding anything herein to the contrary, the Corporation may lift the Holding Period with respect to any shares underlying vested RSUs where the sale of such shares is necessary to satisfy the payment of statutory federal, state and local withholding taxes including, without limitation, social security and medicare taxes.View More
Variations of a "Terms and Conditions" Clause from Business Contracts
Terms and Conditions. The Grant is subject to the following terms and conditions: a. Time-Based Requirements. The Time-Based RSUs will vest in three installments at the Time Restricted (Vesting) Period. Vesting Dates (as defined below), provided that Grantee provides continuous service as a director of the Corporation through RSUs is subject to the applicable Time Vesting Date (as defined below), as follows: [(a) [ ] completion of the Time-Based RSUs will vest at [ ], (b) [ ] of the Time-Based RSUs will vest at [ ], ...and (c) continued service by Grantee (i) with respect to [ ] of the Time-Based RSUs will vest at [ ] RSUs, from the date of this Agreement through , (ii) with respect to another of the RSUs, from the date of this Agreement through , and (iii) with respect to the last of the RSUs, from the date of this Agreement through ("Vesting Dates") (each of the dates periods set forth in clauses (a), (b) (i), (ii) and (c) (iii) is, as to the corresponding portion of the Time-Based RSUs, a "Time "Vesting Period," and all Vesting Date")]. b. Performance Goals. The Performance-Based Periods collectively are the "Restricted Period"). RSUs are subject to will vest upon expiration of the performance goals set forth in Exhibit A (the "Performance Goals") and shall vest, in whole or in part, upon the Performance applicable Vesting Date Period if but only if the Performance Goals are achieved and the Grantee has provided continuous service as a director of remains continuously employed by the Corporation through the end of the Service Period, that Vesting Period or as otherwise provided herein. The Compensation Committee shall determine within 75 days after the last day of the Service Period whether the Performance Goals have been achieved, in whole or in part, in accordance with Exhibit A attached hereto. The value of any fractional shares will be paid to the Grantee through a separate disbursement. No vesting of Performance-Based RSUs shall be deemed to have occurred unless and until the Compensation Committee certifies in writing as to the portion of Performance Goals that have been achieved. The date on which the Compensation Committee certifies as to the achievement of the Performance Goals and the vesting of the Performance-Based RSUs is referred to in this Agreement as the "Performance Vesting Date". c. b. No Rights as a Shareholder. Prior to the Vesting Dates, Grantee will have no none of the rights or and privileges of a shareholder (including with respect to the shares underlying the RSUs, including but not limited to, no the right to vote the shares) with respect to shares underlying RSUs until such RSUs have vested and such shares have been issued. d. shares. c. Dividend-Equivalents. At the time of issuance of shares underlying vested RSUs pursuant to subsection 2(b) above, the Corporation shall also pay to Grantee an amount equal to the aggregate amount of all dividends declared and paid by the Corporation based on dividend record dates falling between the Date of Grant and the date of issuance in accordance with the number of shares issued. The computation set forth in this subparagraph is separate and distinct from the calculations and concepts set forth on Exhibit "A" hereto and the calculations and concepts set forth on Exhibit "A" hereto have no applicability dividend-equivalents will be reported to the calculation of the amount of dividends to be paid by the Corporation pursuant to this subparagraph. e. Holding Period. All vested RSUs employee as W-2 wages and, as such, will be subject to a holding period ("Holding Period") until the earliest of: i. The two-year anniversary of such Time Vesting Date or Performance Vesting Date, as applicable; ii. The date of the Grantee's death or Disability (as defined in section 5 below); or iii. The date of consummation of a Change in Control (as defined in section 7 below). For purposes of clarification, once shares underlying vested RSUs have been issued and until the expiration of the applicable Holding Period, Grantee shall have all of the rights and privileges of a shareholder with respect to such shares other than the right to sell, transfer, gift, or otherwise divest himself or herself of such shares. Notwithstanding anything herein to the contrary, the Corporation may lift the Holding Period with respect to any shares underlying vested RSUs where the sale of such shares is necessary to satisfy the payment of statutory withholding requirements for federal, state and local withholding taxes including, without limitation, social security and medicare taxes. View More
Terms and Conditions. The Grant is subject to the following terms and conditions: a. Time-Based Service-Period Requirements. The Time-Based RSUs will vest in three installments at the Time Vesting Dates (as defined below), provided that Grantee provides continuous service as a director of the Corporation through RSUs is subject to the applicable Time Vesting Date (as defined below), as follows: [(a) [ ] completion of the Time-Based RSUs will vest at [ ], (b) [ ] of the Time-Based RSUs will vest at [ ], and (c) contin...ued service by Grantee (i) with respect to [ ] of the Time-Based RSUs will vest at [ ] RSUs, from the date of this Agreement through , (ii) with respect to another of the RSUs, from the date of this Agreement through , and (iii) with respect to the last of the RSUs, from the date of this Agreement through (each of the dates periods set forth in clauses (a), (b) (i), (ii) and (c) (iii) is, as to the corresponding portion of the Time-Based RSUs, a "Time "Vesting Period," and all Vesting Date")]. Periods collectively are the "Restricted Period"). RSUs will vest upon expiration of the applicable Vesting Period if but only if the Grantee remains continuously employed by the Corporation through the end of that Vesting Period or as otherwise provided herein, and only if the Performance Goals related to such Vesting Period have been achieved in accordance with subsection 3(b) below. b. Performance Goals. The Performance-Based RSUs are subject to the performance goals ("Performance Goals") set forth in on Exhibit A (the "Performance Goals") and shall vest, in whole or in part, upon the Performance Vesting Date only vest if the Performance Goals are achieved and the Grantee has provided continuous service as a director of the Corporation through the end of the Service Period, or as otherwise provided herein. requirements set forth in subsection 3(a) have been fulfilled. The Compensation Committee shall determine within 75 days after the last day of the Service Period each Vesting Date whether the Performance Goals have been achieved, in whole or in part, achieved in accordance with Exhibit A attached hereto. The value of any Any fractional shares will shall be paid rounded to the Grantee through a separate disbursement. nearest whole numbers of shares. No vesting of Performance-Based RSUs shall be deemed to have occurred unless and until the Compensation Committee certifies in writing as to the portion of which Performance Goals that have been achieved. The date on which the Compensation Committee certifies as to the achievement of the whether a Performance Goals and Goal has been achieved that results in the vesting of some or all of the Performance-Based RSUs is referred to in this Agreement as the "Performance Vesting "Vesting Date". c. No Rights as a Shareholder. Prior to a Vesting Date, Grantee will have no none of the rights or and privileges of a shareholder (including with respect to the shares underlying the RSUs related to such Vesting Date, including but not limited to, no the right to vote the shares) with respect to shares underlying RSUs until such RSUs have vested and such shares have been issued. shares. d. Dividend-Equivalents. At the time of issuance of shares underlying vested RSUs pursuant to subsection 2(b) above, the Corporation shall also pay to Grantee an amount equal to the aggregate amount of all dividends declared and paid by the Corporation based on dividend record dates falling between the Date of Grant and the date of issuance in accordance with the number of shares issued. The computation set forth in this subparagraph is separate and distinct from the calculations and concepts set forth on Exhibit "A" hereto and the calculations and concepts set forth on Exhibit "A" hereto have no applicability dividend-equivalents will be reported to the calculation of the amount of dividends to be paid by the Corporation pursuant to this subparagraph. e. Holding Period. All vested RSUs employee as W-2 wages and, as such, will be subject to a holding period ("Holding Period") until the earliest of: i. The two-year anniversary of such Time Vesting Date or Performance Vesting Date, as applicable; ii. The date of the Grantee's death or Disability (as defined in section 5 below); or iii. The date of consummation of a Change in Control (as defined in section 7 below). For purposes of clarification, once shares underlying vested RSUs have been issued and until the expiration of the applicable Holding Period, Grantee shall have all of the rights and privileges of a shareholder with respect to such shares other than the right to sell, transfer, gift, or otherwise divest himself or herself of such shares. Notwithstanding anything herein to the contrary, the Corporation may lift the Holding Period with respect to any shares underlying vested RSUs where the sale of such shares is necessary to satisfy the payment of statutory withholding requirements for federal, state and local withholding taxes including, without limitation, social security and medicare taxes. View More
Terms and Conditions. The Grant is subject to the following terms and conditions: a. Time-Based Service Period Requirements. Vesting of the RSUs is subject to the completion of continued service by the Grantee from the Date of Grant to (such date, the "Vesting Date" and such period, the "Vesting Period"). The Time-Based RSUs will vest upon expiration of the applicable Vesting Period and achievement of the Performance Goals as defined in three installments at subsection 3(b), but only if the Time Vesting Dates (as def...ined below), provided that Grantee provides continuous service as a director of remains continuously employed by the Corporation through the applicable Time Vesting Date (as defined below), as follows: [(a) [ ] end of the Time-Based RSUs will vest at [ ], (b) [ ] of the Time-Based RSUs will vest at [ ], and (c) with respect to [ ] of the Time-Based RSUs will vest at [ ] (each of the dates set forth in clauses (a), (b) and (c) is, applicable Vesting Period or as to the corresponding portion of the Time-Based RSUs, a "Time Vesting Date")]. otherwise provided herein. b. Performance Goals. The Performance-Based RSUs are subject to the performance goals ("Performance Goals") set forth in on Exhibit A (the "Performance Goals") and shall vest, in whole or in part, upon the Performance Vesting Date only vest if the Performance Goals are achieved and the Grantee has provided continuous service as a director of the Corporation through the end of the Service Period, or as otherwise provided herein. requirements set forth in subsection 3(a) have been fulfilled. The Compensation Committee shall determine within 75 days after the last day of the Service Period Vesting Date whether the Performance Goals have been achieved, in whole or in part, achieved in accordance with Exhibit A attached hereto. The value of any Any fractional shares will shall be paid rounded to the Grantee through a separate disbursement. nearest whole numbers of shares. No vesting of Performance-Based RSUs shall be deemed to have occurred unless and until the Compensation Committee certifies in writing as to the portion of which Performance Goals that have been achieved. The Compensation Committee shall make such certification no later than 75 days after the Vesting Date. The date on which the Compensation Committee certifies as to the achievement of the whether a Performance Goals and Goal has been achieved that results in the vesting of some or all of the Performance-Based RSUs is referred to in this Agreement as the "Performance Vesting "Vesting Date". c. No Rights as a Shareholder. Prior to the Vesting Date, Grantee will have no none of the rights or and privileges of a shareholder (including with respect to the shares underlying the RSUs, including but not limited to, no the right to vote the shares) with respect to shares underlying RSUs until such RSUs have vested and such shares have been issued. shares. d. Dividend-Equivalents. At the time of issuance of shares underlying vested RSUs pursuant to subsection 2(b) above, the Corporation shall also pay to Grantee an amount equal to the aggregate amount of all dividends declared and paid by the Corporation based on dividend record dates falling between the Date of Grant and the date of issuance in accordance with the number of shares issued. The dividend-equivalents will be reported to the employee as W-2 wages and, as such, will be subject to statutory withholding requirements for federal, state and local taxes. The computation set forth in this subparagraph is separate and distinct from the calculations and concepts set forth on Exhibit "A" hereto and the calculations and concepts set forth on Exhibit "A" hereto have no applicability to the calculation of the amount of dividends to be paid by the Corporation pursuant to this subparagraph. e. Holding Period. All vested RSUs will be subject to a holding period ("Holding Period") until the earliest of: i. The two-year anniversary of such Time Vesting Date or Performance Vesting Date, as applicable; ii. The date of the Grantee's death or Disability (as defined in section 5 below); or iii. The date of consummation of a Change in Control (as defined in section 7 below). For purposes of clarification, once shares underlying vested RSUs have been issued and until the expiration of the applicable Holding Period, Grantee shall have all of the rights and privileges of a shareholder with respect to such shares other than the right to sell, transfer, gift, or otherwise divest himself or herself of such shares. Notwithstanding anything herein to the contrary, the Corporation may lift the Holding Period with respect to any shares underlying vested RSUs where the sale of such shares is necessary to satisfy the payment of statutory federal, state and local withholding taxes including, without limitation, social security and medicare taxes.View More
Terms and Conditions. The Grant is subject to the following terms and conditions: a. Time-Based Service Period Requirements. Vesting of the RSUs is subject to the completion of continued service by the Grantee from the Date of Grant to (such date, the "Vesting Date" and such period, the "Vesting Period"). The Time-Based RSUs will vest upon expiration of the applicable Vesting Period and achievement of the Performance Goals as defined in three installments at subsection 3(b), but only if the Time Vesting Dates (as def...ined below), provided that Grantee provides continuous service as a director of to the Corporation through the applicable Time Vesting Date (as defined below), as follows: [(a) [ ] end of the Time-Based RSUs will vest at [ ], (b) [ ] of the Time-Based RSUs will vest at [ ], and (c) with respect to [ ] of the Time-Based RSUs will vest at [ ] (each of the dates set forth in clauses (a), (b) and (c) is, applicable Vesting Period or as to the corresponding portion of the Time-Based RSUs, a "Time Vesting Date")]. otherwise provided herein. b. Performance Goals. The Performance-Based RSUs are subject to the performance goals ("Performance Goals") set forth in on Exhibit A (the "Performance Goals") and shall vest, in whole or in part, upon the Performance Vesting Date only vest if the Performance Goals are achieved and the Grantee has provided continuous service as a director of the Corporation through the end of the Service Period, or as otherwise provided herein. requirements set forth in subsection 3(a) have been fulfilled. The Compensation Committee shall determine within 75 days after the last day of the Service Period Vesting Date whether the Performance Goals have been achieved, in whole or in part, achieved in accordance with Exhibit A attached hereto. The value of any Any fractional shares will shall be paid rounded to the Grantee through a separate disbursement. nearest whole numbers of shares. No vesting of Performance-Based RSUs shall be deemed to have occurred unless and until the Compensation Committee certifies in writing as to the portion of which Performance Goals that have been achieved. The Compensation Committee shall make such certification no later than 75 days after the Vesting Date. The date on which the Compensation Committee certifies as to the achievement of the whether a Performance Goals and Goal has been achieved that results in the vesting of some or all of the Performance-Based RSUs is referred to in this Agreement as the "Performance Vesting "Vesting Date". c. No Rights as a Shareholder. Prior to the Vesting Date, Grantee will have no none of the rights or and privileges of a shareholder (including with respect to the shares underlying the RSUs, including but not limited to, no the right to vote the shares) with respect to shares underlying RSUs until such RSUs have vested and such shares have been issued. shares. d. Dividend-Equivalents. At the time of issuance of shares underlying vested RSUs pursuant to subsection 2(b) above, the Corporation shall also pay to Grantee an amount equal to the aggregate amount of all dividends declared and paid by the Corporation based on dividend record dates falling between the Date of Grant and the date of issuance in accordance with the number of shares issued. The computation set forth in this subparagraph is separate and distinct from the calculations and concepts set forth on Exhibit "A" hereto and the calculations and concepts set forth on Exhibit "A" hereto have no applicability to the calculation of the amount of dividends to be paid by the Corporation pursuant to this subparagraph. e. Holding Period. All vested RSUs will be subject to a holding period ("Holding Period") until the earliest of: i. The two-year anniversary of such Time Vesting Date or Performance Vesting Date, as applicable; ii. The date of the Grantee's death or Disability (as defined in section 5 below); or iii. The date of consummation of a Change in Control (as defined in section 7 below). For purposes of clarification, once shares underlying vested RSUs have been issued and until the expiration of the applicable Holding Period, Grantee shall have all of the rights and privileges of a shareholder with respect to such shares other than the right to sell, transfer, gift, or otherwise divest himself or herself of such shares. Notwithstanding anything herein to the contrary, the Corporation may lift the Holding Period with respect to any shares underlying vested RSUs where the sale of such shares is necessary to satisfy the payment of statutory federal, state and local withholding taxes including, without limitation, social security and medicare taxes.View More
Terms and Conditions. The Grant is subject to the following terms and conditions: a. Time-Based Requirements. The Time-Based RSUs will vest in three installments at the Time Vesting Dates (as defined below), provided that Grantee provides continuous service as a director of has remained continually employed by the Corporation or any of its direct or indirect subsidiaries (individually and collectively, the "Company Group") through the applicable Time Vesting Date (as defined below), as follows: [(a) [ ] (a) [______] ...of the Time-Based RSUs will vest at [ ], [______], (b) [ ] [______] of the Time-Based RSUs will vest at [ ], [______], and (c) with respect to [ ] [______] of the Time-Based RSUs will vest at [ ] [______] (each of the dates set forth in clauses (a), (b) and (c) is, as to the corresponding portion of the Time-Based RSUs, a "Time Vesting Date")]. Date"). b. Performance Goals. The Performance-Based RSUs are subject to the performance goals set forth in Exhibit A (the "Performance Goals") and shall vest, in whole or in part, upon the Performance Vesting Date only if the Performance Goals are achieved and the Grantee has provided continuous service as a director of remained continuously employed by the Corporation Company Group through the end of the Service Period, or as otherwise provided herein. The Compensation Committee shall determine within 75 days after the last day of the Service Period whether the Performance Goals have been achieved, in whole or in part, in accordance with Exhibit A attached hereto. The value of any fractional shares will be paid to the Grantee through a separate disbursement. No vesting of Performance-Based RSUs shall be deemed to have occurred unless and until the Compensation Committee certifies in writing as to the portion of Performance Goals that have been achieved. The date on which the Compensation Committee certifies as to the achievement of the Performance Goals and the vesting of the Performance-Based RSUs is referred to in this Agreement as the "Performance Vesting Date". c. No Rights as a Shareholder. Grantee will have no rights or privileges of a shareholder (including but not limited to, no right to vote the shares) with respect to shares underlying RSUs until such RSUs have vested and such shares have been issued. d. Dividend-Equivalents. At the time of issuance of shares underlying vested RSUs pursuant to subsection 2(b) above, the Corporation shall also pay to Grantee an amount equal to the aggregate amount of all dividends declared and paid by the Corporation based on dividend record dates falling between the Date of Grant and the date of issuance in accordance with the number of shares issued. The dividend-equivalents will be reported as W-2 wages and, as such, will be subject to statutory withholding requirements for federal, state and local taxes. The computation set forth in this subparagraph is separate and distinct from the calculations and concepts set forth on Exhibit "A" hereto and the calculations and concepts set forth on Exhibit "A" hereto have no applicability to the calculation of the amount of dividends to be paid by the Corporation pursuant to this subparagraph. e. Holding Period. All vested RSUs will be subject to a holding period ("Holding Period") until the earliest of: i. The two-year anniversary of such Time Vesting Date or Performance Vesting Date, as applicable; ii. The date of the Grantee's death or Disability (as defined in section 5 below); or iii. The date of consummation of a Change in Control (as defined in section 7 below). For purposes of clarification, once shares underlying vested RSUs have been issued and until the expiration of the applicable Holding Period, Grantee shall have all of the rights and privileges of a shareholder with respect to such shares other than the right to sell, transfer, gift, or otherwise divest himself or herself of such shares. Notwithstanding anything herein to the contrary, the Corporation may lift the Holding Period with respect to any shares underlying vested RSUs where the sale of such shares is necessary to satisfy the payment of statutory federal, state and local withholding taxes including, without limitation, social security and medicare taxes. View More
Terms and Conditions. The Grant is subject to the following terms and conditions: a. Time-Based Requirements. The Time-Based RSUs will vest in three installments at the Time Vesting Dates (as defined below), provided that Grantee provides continuous service as a director of the Corporation through the applicable Time Vesting Date (as defined below), as follows: [(a) [ ] (a) [______] of the Time-Based RSUs will vest at [ ], [_____], (b) [ ] [______] of the Time-Based RSUs will vest at [ ], [_____], and (c) with respec...t to [ ] [______] of the Time-Based RSUs will vest at [ ] [_____] (each of the dates set forth in clauses (a), (b) and (c) is, as to the corresponding portion of the Time-Based RSUs, a "Time Vesting Date")]. Date"). b. Performance Goals. The Performance-Based RSUs are subject to the performance goals set forth in Exhibit A (the "Performance Goals") and shall vest, in whole or in part, upon the Performance Vesting Date only if the Performance Goals are achieved and the Grantee has provided continuous service as a director of the Corporation through the end of the Service Period, or as otherwise provided herein. The Compensation Committee shall determine within 75 days after the last day of the Service Period whether the Performance Goals have been achieved, in whole or in part, in accordance with Exhibit A attached hereto. The value of any fractional shares will be paid to the Grantee through a separate disbursement. No vesting of Performance-Based RSUs shall be deemed to have occurred unless and until the Compensation Committee certifies in writing as to the portion of Performance Goals that have been achieved. The date on which the Compensation Committee certifies as to the achievement of the Performance Goals and the vesting of the Performance-Based RSUs is referred to in this Agreement as the "Performance Vesting Date". c. No Rights as a Shareholder. Grantee will have no rights or privileges of a shareholder (including but not limited to, no right to vote the shares) with respect to shares underlying RSUs until such RSUs have vested and such shares have been issued. d. Dividend-Equivalents. At the time of issuance of shares underlying vested RSUs pursuant to subsection 2(b) above, the Corporation shall also pay to Grantee an amount equal to the aggregate amount of all dividends declared and paid by the Corporation based on dividend record dates falling between the Date of Grant and the date of issuance in accordance with the number of shares issued. The computation set forth in this subparagraph is separate and distinct from the calculations and concepts set forth on Exhibit "A" hereto and the calculations and concepts set forth on Exhibit "A" hereto have no applicability to the calculation of the amount of dividends to be paid by the Corporation pursuant to this subparagraph. e. Holding Period. All vested RSUs will be subject to a holding period ("Holding Period") until the earliest of: i. The two-year anniversary of such Time Vesting Date or Performance Vesting Date, as applicable; ii. The date of the Grantee's death or Disability (as defined in section 5 below); or iii. The date of consummation of a Change in Control (as defined in section 7 below). For purposes of clarification, once shares underlying vested RSUs have been issued and until the expiration of the applicable Holding Period, Grantee shall have all of the rights and privileges of a shareholder with respect to such shares other than the right to sell, transfer, gift, or otherwise divest himself or herself of such shares. Notwithstanding anything herein to the contrary, the Corporation may lift the Holding Period with respect to any shares underlying vested RSUs where the sale of such shares is necessary to satisfy the payment of statutory federal, state and local withholding taxes including, without limitation, social security and medicare taxes. View More
