the Award. 3.1 Grant of Units. On the Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, the Total Number of Units set forth in the Grant Notice, subject to adjustment as provided in Section 3.3 and Section 9. Each Unit represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock. 3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax
... withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Units. 3.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the number of Units which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Units with respect to which they have been credited.
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the Award.
3.1 Grant of Units. On the Date of Grant, The Company has granted to the Participant
shall acquire, subject to the
provisions of this Agreement, the Total Number of Units Award set forth in the Grant Notice,
subject which, depending on the extent to
adjustment which the Performance Measure is attained during the Performance Period, may result in the Participant earning as
provided in Section 3.3 little as zero (0) Units or as many as the Maximum Number of Units. Subject to the terms of this Agre...ement and Section 9. Each Unit the Plan, each Unit, to the extent it is earned and becomes a Vested Unit, represents a right to receive on the Settlement Date one (1) Share. Unless and until a date Unit has been determined to be an Earned Unit and has vested and become a Vested Unit as set forth in accordance with the Grant Notice and this Agreement one (1) share of Stock. 3.2 No Monetary Payment Required. The Notice, the Participant is not required will have no right to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the such Units. Prior to settlement of Vested Units, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value such Units will represent an unfunded and unsecured obligation of the shares of Stock issued upon settlement of the Units. 3.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the number of Units which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Units with respect to which they have been credited. Company.
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the Award.
3.1 Grant of Units. On the Date of Grant, The Company hereby awards to the Participant
shall acquire, subject to the
provisions of this Agreement, the Total Target Number of Units set forth in the Grant Notice,
subject which, depending on the extent to
adjustment which a Performance Goal (as described by Plan) is attained during the Performance Period, may result in the Participant earning as
provided in Section 3.3 little as zero (0) Units or as many as the Maximum Number of Units. Subject to t...he terms of this Award Agreement and Section 9. Each Unit the Plan, each Unit, to the extent it is earned and becomes a Vested Unit, represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock. 3.2 No Monetary Payment Required. The Common Stock (a "Share") on the Settlement Date. Unless and until a Unit has been determined to be an Earned Unit and has vested and become a Vested Unit as set forth in the Grant Notice, the Participant is not required will have no right to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the such Units. Prior to settlement of any Units, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value such Units will represent an unfunded and unsecured obligation of the shares of Stock issued upon settlement of the Units. 3.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the number of Units which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Units with respect to which they have been credited. Company.
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the Award.
3.1 Grant of Units. On the Date of Grant, The Company hereby awards to the Participant
shall acquire, subject to the
provisions of this Agreement, the Total Target Number of Units set forth in the Grant Notice,
subject which, depending on the extent to
adjustment which the Performance Goal is attained during the Performance Period, may result in the Participant earning as
provided in Section 3.3 little as zero (0) Units or as many as the Maximum Number of Units. Subject to the terms of this Agre...ement and Section 9. Each Unit the Plan, each Unit, to the extent it is earned and becomes a Vested Unit, represents a right to receive on the Settlement Date one (1) Share. Unless and until a date Unit has been determined to be an Earned Unit and has vested and become a Vested Unit as set forth in accordance with the Grant Notice and this Agreement one (1) share of Stock. 3.2 No Monetary Payment Required. The Notice, the Participant is not required will have no right to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the such Units. Prior to settlement of Vested Units, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value such Units will represent an unfunded and unsecured obligation of the shares of Stock issued upon settlement of the Units. 3.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the number of Units which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Units with respect to which they have been credited. Company.
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the Award.
3.1 Grant of Units. On the Date of Grant, The Company hereby awards to the Participant
shall acquire, subject to the
provisions of this Agreement, the Total Target Number of Units set forth in the Grant Notice,
subject which, depending on the extent to
adjustment which a Performance Goal (as described by Plan) is attained during the Performance Period, may result in the Participant earning as
provided in Section 3.3 little as zero (0) Units or as many as the Maximum Number of Units. Subject to t...he terms of this Award Agreement and Section 9. Each Unit the Plan, each Unit, to the extent it is earned and becomes a Vested Unit, represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock. 3.2 No Monetary Payment Required. The Common Stock (a "Share") on the Settlement Date. If the Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as or may be a condition to receiving Covered Employee, the Units or shares of Stock issued upon are intended to constitute Qualified Performance-Based Compensation. Unless and until a Unit has been determined to be an Earned Unit and has vested and become a Vested Unit as set forth in the Grant Notice, the Participant will have no right to settlement of the such Units. Prior to settlement of any Units, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value such Units will represent an unfunded and unsecured obligation of the shares of Stock issued upon settlement of the Units. 3.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the number of Units which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Units with respect to which they have been credited. Company.
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the Award.
3.1 Grant of Units. On the Date of Grant, The Company hereby awards to the Participant
shall acquire, subject to the
provisions of this Agreement, the Total Target Number of Units set forth in the Grant Notice,
subject which, depending on the extent to
adjustment which a Performance Goal (as described by Plan) is attained during the Performance Period, may result in the Participant earning as
provided in Section 3.3 little as zero (0) Units or as many as the Maximum Number of Units. Subject to t...he terms of this Award Agreement and Section 9. Each Unit the Plan, each Unit, to the extent it is earned and becomes a Vested Unit, represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement Settlement Date one (1) share of Stock. 3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving Stock or, at the Units or shares of Stock issued upon settlement discretion of the Units, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Units. 3.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the number of Units which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) Committee, the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent thereof in cash. Unless and until a Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms has vested and conditions and shall be settled or forfeited become a Vested Unit as set forth in the same manner Grant Notice, the Participant will have no right to settlement of such Units. Prior to settlement of any earned and at vested Units, such Units will represent an unfunded and unsecured obligation of the same time as the Units with respect to which they have been credited. Company.
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the Award.
3.1 Grant of Units. On the Date of Grant, The Company hereby awards to the Participant
shall acquire, subject to the
provisions of this Agreement, the Total Target Number of Units set forth in the Grant Notice,
subject which, depending on the extent to
adjustment which the Performance Goal (as described by Plan) is attained during the Performance Period, may result in the Participant having the opportunity to earn as
provided in Section 3.3 little as zero (0) Units or as many as the Maximum Numb...er of Units. Subject to the terms of this Award Agreement and Section 9. Each Unit the Plan, each Unit, to the extent it becomes a Vested Unit, represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock. 3.2 No Monetary Payment Required. The Common Stock (a "Share") on the Settlement Date. Unless and until a Unit has been determined to be an Earned Unit and has vested and become a Vested Unit as set forth in the Grant Notice, the Participant is not required will have no right to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the such Units. Prior to settlement of any Units, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value such Units will represent an unfunded and unsecured obligation of the shares of Stock issued upon settlement of the Units. 3.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the number of Units which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Units with respect to which they have been credited. Company.
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the Award.
3.1 Grant of Units. On the Date of Grant, The Company hereby awards to the Participant
shall acquire, subject to the
provisions of this Agreement, the Total Target Number of Units set forth in the Grant Notice,
subject which, depending on the extent to
adjustment which a Performance Goal (as described by Plan) is attained during the Performance Period, may result in the Participant having the opportunity to earn as
provided in Section 3.3 little as zero (0) Units or as many as the Maximum Number... of Units. Subject to the terms of this Award Agreement and Section 9. Each Unit the Plan, each Unit, to the extent it becomes a Vested Unit, represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock. 3.2 No Monetary Payment Required. The Common Stock (a "Share") on the Settlement Date. If the Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as or may be a condition to receiving Covered Employee, the Units or shares of Stock issued upon are intended to constitute Qualified Performance-Based Compensation. Unless and until a Unit has been determined to be an Eligible Unit and has vested and become a Vested Unit as set forth in the Grant Notice, the Participant will have no right to settlement of the such Units. Prior to settlement of any Units, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value such Units will represent an unfunded and unsecured obligation of the shares of Stock issued upon settlement of the Units. 3.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the number of Units which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Units with respect to which they have been credited. Company.
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the Award. 3.1 Grant of Units. On the Date of
Grant, Grant (as set forth in the Grant Notice), the Participant shall acquire, subject to the provisions of this
Award Agreement, the Total Number of Units set forth in the Grant Notice, subject to adjustment as provided in Section
3.3 and Section 9. Each Unit represents a right to receive
one (1) share of Stock (each a "Share") on a date determined in accordance with the Grant Notice and this
Agreement one (1) share of Stock. Award Agreement. 3.2 No Monetary
...Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock Shares issued upon settlement of the Units, the consideration for which shall be past services actually rendered or future services to be rendered to a the Participating Company Group or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a the Participating Company Group or for its benefit having a value not less than the par value of the shares of Stock Shares issued upon settlement of the Units. 3.3 Dividend Equivalent Units. On Termination of the Award. The Award shall terminate upon the first to occur of (a) the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount termination of the cash dividend paid per share of Stock on such date and (ii) the number of Units which have not been settled or forfeited pursuant Participant's Service for Cause prior to the Company Reacquisition Right Vesting Date (as defined below) as of such date, by set forth in the Grant Notice), (b) the Fair Market Value per share of Stock Expiration Date if the Liquidity Event Date has not yet occurred on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded or before the Expiration Date, (c) a Change in Control to the nearest whole number. Such additional Dividend Equivalent extent provided in Section 7, or (d) the final settlement of all Vested Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Units accordance with respect to which they have been credited. Section 5.
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the Award.
3.1 Grant 2.1Grant of Units.
On the Date of Grant, The Company hereby grants to the Participant
shall acquire, subject to the
provisions of this Agreement, the Total Number of Units Award set forth in the Grant Notice,
subject which, depending on the extent to
adjustment which a performance goal is attained during the Performance Period, may result in the Participant earning as
provided in Section 3.3 little as zero (0) Units or as many as the Maximum Number of Units. Subject to the terms of thi...s Agreement and Section 9. Each Unit the Plan, each Unit, to the extent it is earned and becomes a Vested Unit, represents a right to receive on the applicable Settlement Date one (1) share of Stock. Unless and until a date Unit has been determined to be an Earned Unit and has vested and become a Vested Unit as set forth in accordance with the Grant Notice and this Agreement one (1) share Agreement, the Participant will have no right to settlement of Stock. 3.2 No such Unit. Prior to settlement of any earned and vested Units, such Units will represent an unfunded and unsecured obligation of the Company. 2.2No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Units. 3.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the number of Units which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Units with respect to which they have been credited.
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the Award. 3.1 Grant of Units. On the
Date of Grant, Grant Date, the
Participant Awardee shall acquire, subject to the provisions of this Agreement, the
Total Number of
Restricted Stock Units set forth in the Grant Notice, subject to adjustment as provided in Section
3.3 and Section 9
of this Agreement. Each Unit represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1)
share of Stock. Share. 3.2 No Monetary Payment Required. The
Participant Awardee i
...s not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock Shares issued upon settlement of the Units, the consideration for which shall be past services actually rendered or and/or future services to be rendered to a Participating the Company or for its benefit. an affiliate. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant Awardee shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock Shares issued upon settlement of the Units. 3.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the number of Units which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Units with respect to which they have been credited.
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