457A Delivery Date On or After a Change in Control. In the event that the Section 457A Delivery Date occurs on or after the date of a Change in Control that is not a Vesting Change in Control, the terms of this Section A-2 shall apply. On the 457A Delivery Date, the Participant shall receive a number shares of Stock determined by multiplying (i) the number of Covered Units (which have not previously been forfeited or cancelled) by (ii) the Performance Percentage determined pursuant to Section 3 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata Fraction. Shares of Stock received by a Participant pursuant to this Section A-2 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13).
Appears in 5 contracts
Samples: Restricted Stock Unit Agreement (Assured Guaranty LTD), Restricted Stock Unit Agreement (Assured Guaranty LTD), Restricted Stock Unit Agreement (Assured Guaranty LTD)
457A Delivery Date On or After a Change in Control. In the event that the Section 457A Delivery Date occurs on or after the date of a Change in Control that is not a Vesting Change in Control, the terms of this Section A-2 shall apply. On the 457A Delivery Date, the Participant shall receive a number shares of Stock determined by multiplying (i) the number of Covered Units (which have not previously been forfeited or cancelled) by (ii) the Performance Percentage determined pursuant to Section 3 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata FractionRetirement Percentage (with such percentage converted to a number by dividing such percentage by 100). Shares of Stock received by a Participant pursuant to this Section A-2 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however however, that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such shares of Stock cannot be sold or transferred by the Participant at any time prior to the Delivery Date.
Appears in 4 contracts
Samples: Assured Guaranty LTD, Assured Guaranty LTD, Assured Guaranty LTD
457A Delivery Date On or After a Change in Control. In the event that the Section 457A Delivery Date occurs on or after the date of a Change in Control that is not a Vesting Change in Control, the terms of this Section A-2 shall apply. On the 457A Delivery Date, the Participant shall receive a number shares of Stock determined by multiplying (i) the number of Covered Units (which have not previously been forfeited or cancelled) by (ii) the Performance Percentage determined pursuant to Section 3 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata FractionRetirement Percentage (with such percentage converted to a number by dividing such percentage by 100). Shares of Stock received by a Participant pursuant to this Section A-2 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such shares of Stock cannot be sold or transferred by the Participant at any time prior to the Delivery Date.
Appears in 2 contracts
Samples: Assured Guaranty LTD, Assured Guaranty LTD
457A Delivery Date On or After a Change in Control. In the event that the Section 457A Delivery Date occurs on or after the date of a Change in Control that is not a Vesting Change in Control, the terms of this Section A-2 shall apply. On the 457A Delivery Date, the Participant shall receive a number shares of Stock Shares determined by multiplying (i) the number of Covered Units (which have not previously been forfeited or cancelled) by (ii) the Performance Percentage determined pursuant to Section 3 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata FractionRetirement Percentage (with such percentage converted to a number by dividing such percentage by 100). Shares of Stock received by a Participant pursuant to this Section A-2 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however however, that the shares of Stock Shares shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such Shares cannot be sold or transferred by the Participant at any time prior to the Delivery Date.
Appears in 1 contract
Samples: Assured Guaranty LTD
457A Delivery Date On or After a Change in Control. In the event that the Section 457A Delivery Date occurs on or after the date of a Change in Control that is not a Vesting Change in Control, the terms of this Section A-2 shall apply. On the 457A Delivery Date, the Participant shall receive a number shares of Stock determined by multiplying (i) the number of Covered Units (which have not previously been forfeited or cancelled) by (ii) the Performance Percentage determined pursuant to Section 3 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata Fraction. Shares of Stock received by a Participant pursuant to this Section A-2 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such shares of Stock cannot be sold or transferred by the Participant at any time prior to the Delivery Date.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Assured Guaranty LTD)
457A Delivery Date On or After a Change in Control. In the event that the Section 457A Delivery Date occurs on or after the date of a Change in Control that is not a Vesting Change in Control, the terms of this Section A-2 shall apply. On the 457A Delivery Date, the Participant shall receive a number shares of Stock Shares determined by multiplying (i) the number of Covered Units (which have not previously been forfeited or cancelled) by (ii) the Performance Percentage determined pursuant to Section 3 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata FractionRetirement Percentage (with such percentage converted to a number by dividing such percentage by 100). Shares of Stock received by a Participant pursuant to this Section A-2 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however however, that the shares of Stock Shares shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such Shares cannot be sold or transferred by the Participant at any time prior to the Delivery Date.
Appears in 1 contract
Samples: Assured Guaranty LTD