Terms of Restricted Stock Units Contract Clauses (15)

Terms of Restricted Stock Units. The grant of RSUs provided in Section 1 hereof shall be subject to the following terms, conditions and restrictions: (a) The RSUs, and any interest therein, may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than in accordance with the terms of the Plan. (b) Notwithstanding any other provision of this Agreement, in no event shall any outstanding restrictions lapse prior to the satisfaction by the Participant of the liabilities described in Section 7... hereof. (c) The Committee may, in its discretion, cancel all or any part of any outstanding restrictions prior to the expiration of the periods provided in Section 4 hereof. View More

Terms of Restricted Stock Units. (a) Vesting. (i) The RSUs will vest in accordance with the following schedule, provided that the Participant has not incurred a Termination prior to the applicable vesting date: Vesting Date Percent Vested [ ] 33 1/3% [ ] 66 2/3% [ ] 100% (ii) There shall be no proportionate or partial vesting in the periods between the vesting dates and vesting shall occur only on each vesting date, provided that no Termination has occurred prior to such date. (iii) When any RSUs become vested, the Company shal...l promptly (and in no event later than 30 days after vesting) issue and deliver to the Participant a stock certificate registered in the name of the Participant representing one share of Common Stock (a "Share") for each vested RSU and deliver to the Participant any related Dividend Equivalents (as defined below), subject to applicable withholding, unless the Company is using book entry, in which case the Company shall credit the net amount to the Participant's account. Upon payment or crediting of the Shares, the vested RSUs will be deemed fully settled and will be cancelled. (b) Dividend Equivalents. If the Company pays cash dividends on the Common Stock, an amount equal to the dollar amount of such cash dividend will be credited to a dividend book entry account on behalf of the Participant with respect to each vested and unvested RSU (a "Dividend Equivalent"). Credits on account of cash dividends will be held uninvested and will not accrue interest. All Dividend Equivalents will be paid in cash if and when the corresponding RSUs vest. (c) Forfeiture. The Participant shall forfeit to the Company, without compensation, any and all unvested RSUs and unpaid Dividend Equivalents upon the Participant's Termination for any reason. Additionally, in the event the Participant engages in Detrimental Activity prior to, or during the one year period after, any vesting of RSUs, all unvested RSUs shall be immediately forfeited to the Company and the Participant shall pay to the Company an amount equal to the Fair Market Value at the time of vesting of any RSU which had vested in the periods referred to above. (d) Withholding. The Participant shall pay, or make arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable foreign, federal, state, provincial and local taxes that the Company is required to withhold at any time. In the absence of such arrangements, any statutorily required withholding obligation may, as determined at the sole discretion of the Committee, be satisfied by reducing the number of Shares otherwise deliverable to the Participant by a number of Shares whose Fair Market Value on the applicable vesting date is equal to the amount of taxes required to be withheld (disregarding any fraction of a Share required to satisfy such tax obligations, which fractional amount due must be paid instead in cash by the Participant). (e) Delivery Delay. The delivery of any certificate representing the Shares may be postponed by the Company for such period as may be required for it to comply with any applicable foreign, federal, state or provincial securities law, or any national securities exchange listing requirements, and the Company is not obligated to issue or deliver any Shares if, in the opinion of counsel for the Company, such issuance or delivery constitutes a violation by the Participant or the Company of any provisions of any applicable foreign, federal, state or provincial law or of any regulations of any governmental authority or any national securities exchange. View More