Timing of Payments Contract Clauses (77)

Timing of Payments. (a) To the extent applicable, this Agreement is intended to comply with Code Section 409A and shall be interpreted accordingly. (b) If payment is due and payable under Section 2(b), it will be made upon your death. (c) If payment is due and payable under Section 2(f), it will be made six (6) months after the termination of your employment (or, to the extent Code Section 409A applies to your Restricted Units, six (6) months after your "separation from service" under Code Section 409A, if that is ...a different date). (d) If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is a "change of control" as defined under Code Section 409A, such sum shall be paid to you within thirty (30) days after the Change of Control. If payment is due and payable under Section 3(b), and the Change of Control that causes payment to be due and payable is not a "change of control" as defined under Code Section 409A, such sum shall be paid to you at the time determined under Section 8(e). (e) If payment is due and payable under the Standard Settlement Terms, payment will be made by March 15 of the calendar year after the expiration of the Period of Restriction; provided, however, that if you were given the opportunity to defer payment under an applicable deferred compensation plan offered by the Company or an Affiliate, such as may have occurred in connection with the beginning of your employment, and chose to defer payment, then payment will be made at the time determined under that plan. View More

Timing of Payments. Financial results will need to be finalized as appropriate by the Company's Vice President, Controller (or other person having similar responsibilities) and the independent auditors before bonuses can be calculated and paid. Further, no payments will be made unless and until (i) for awards generally payable under the Plan, the Administrator certifies in writing or resolves to approve payments generally in accordance with the Plan and (ii) for awards intended to qualify as performance-based compe...nsation within the meaning of Section 162(m), the Committee certifies in writing that the applicable performance goals were met for fiscal 2014. Earned bonuses will be paid in local currency as soon as possible after the end of fiscal 20 , but no later than January 15, 20 . View More

Timing of Payments. The payout, if any, of any Performance Award that vests under Section C.2 will be made as soon as practicable after the Committee certifies the achievement of the Performance Measures and the payment amount can be finally determined, but in no event later than March 15, 2024, A-5 unless it is administratively impracticable to do so and such impracticability was not foreseeable at the end of 2023, in which case such payment shall be made as soon as administratively practicable after March 15, 202...4. View More

Timing of Payments. The Company will make payment to the Grantee of the Shares as soon as reasonably practicable after such payment vests under this Agreement. If Shares are to be paid to the Grantee pursuant to this Agreement, the Stock Plan Administrator will instruct the Company's transfer agent and stock registrar to deliver for the account of the Grantee (and his or her permitted transferee) as designated on the records of the Company such Shares. Notwithstanding anything to the contrary contained in this Sect...ion 5, so long as a payment with respect to a Stock Unit constitutes "non-qualified deferred compensation" for purposes of Section 409A of the Code, no payment will be made with respect to any Stock Unit Award to any Grantee on account of such Grantee's Employment Termination Date if, on such Date, the Grantee is a "specified employee" of the Company or its subsidiaries (within the meaning of Section 409A(a)(2)(B)(i) of the Code and as determined by the Committee) until the date which is six months after the Employment Termination Date (or, if earlier than the end of such six month period, the date of such Grantee's death). In lieu of designating specified employees for purposes of Section 409A of the Code, the Board in its discretion may identify all employees of the Company and its subsidiaries as "specified employees" for purposes of this provision. The provisions of this Section 5 will not apply to payments under a Stock Unit Award that occur pursuant to a Change in Control or in connection with the dissolution of the Company. -4- 6. RESTRICTIONS ON TRANSFER. The Stock Units subject to the Grant shall not be transferable during the Measurement Period and prior to vesting, other than by will or the laws of descent and distribution, and except that the Grantee may transfer the Stock Units by gift to one or more members of the Grantee's immediate family, including trusts for the benefit of such family members and partnerships or limited liability companies in which such family members are the only owners. In the event the Grantee wishes to transfer the Stock Units during the Measurement Period by gift as permitted by this Section, the Grantee shall provide the Stock Plan Administrator notice of any such transfer in form and substance reasonably satisfactory to the Company and the Stock Plan Administrator, and no transferee shall have any rights in the Stock Units until such notice has been accepted by the Stock Plan Administrator. Transferred Stock Units shall be subject to all of the same terms and conditions of the Plan and this Agreement as if such Stock Units had not been transferred. More particularly (but without limiting the generality of the foregoing), during the Measurement Period the Stock Units may not be assigned, transferred (except as provided above), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment, pledge, hypothecation or other disposition contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Stock Units shall be null and void and without effect. Subsequent to vesting, the Stock Units and/or shares granted thereunder shall be subject to such transfer restrictions as adopted by the Company in its generally applicable policies, plans, or procedures. View More

Timing of Payments. (a) Payments under the following Sections will be paid on the later of 60 days after the Executive's Termination Date or any later date required by Code Section 409A or any other law: (1) Section 3(a)(1); (2) Section 3(a)(2); (3) Section 3(a)(3); (4) Section 3(a)(6); and (5) Section 3(b). (b) Withholding of Taxes. The Company will withhold from any amounts payable under this Agreement all federal, state, city or other taxes that the Company is required to withhold under any law or government reg...ulation or ruling. (c) Interest. If the Company fails to make any payment or provide any benefit required to be made or provided under this Agreement on a timely basis, the Company will pay interest on the amount or value at an annualized rate of interest equal to the composite prime rate as quoted from time to time during the relevant period in the Northeast Edition of The Wall Street Journal. The interest is payable as it accrues on demand, but the Company is 4 not required to pay interest more frequently than monthly. Any change in the prime rate will be effective on and as of the date of the change. View More

Timing of Payments. A. The Company is currently in the process of pursuing: (i) a public offering of its securities; and (ii) the listing of its shares of common stock on the NASDAQ or other national securities exchange (collectively, the "Offering"). The Company shall pay to the Executive: (i) $130,664 in cash (75% of the value of the accrued commissions on hardware sales and the accrued commissions on revenue from charging stations as calculated through March 31, 2017); and (ii) an amount of cash equal to 75% of ...the Additional Amounts, by the third (3rd) business day following the closing of the Offering. B. By the third (3rd) business day following the closing of the Offering, the Company shall issue to the Executive: (i) units of shares of the Company's common stock and warrants sold in the Offering with a value of $43,555 (25% of the value of the accrued commissions on hardware sales and the accrued commissions on revenue from charging stations as calculated through March 31, 2017) at a 20% discount to the price per unit of the units sold in the Offering; and (ii) an amount of units with a value equal to 25% of the Additional Amounts at a 20% discount to the price per unit of the units sold in the Offering. 1 C. Upon the signing of this Agreement, the Company shall issue the options owed pursuant to Section 2 of this Agreement. D. Regardless of whether the Offering is ever closed, the Company hereby acknowledges that the cash and securities discussed in this Agreement are owed to the Executive as of the Effective Date. E. Until the Offering is closed, the Company shall accrue all cash and securities owed to the Executive pursuant to this Agreement as a liability of the Company. View More