Annual RSUs Sample Clauses

Annual RSUs. No later than March 15 of each calendar year during the Contract Period (starting with 2024), provided that Executive is continuously employed by SITE Centers through the applicable date of grant, Executive shall be eligible to receive a grant of service-based RSUs (or substantially similar award) covering a number of Shares equal to the quotient of (A) not less than $250,000 divided by (B) the average closing price of a Share for the 10 trading days immediately preceding (but not including) the date of grant on the principal stock exchange on which it then trades (the “Annual RSUs”). Each grant of Annual RSUs will, in general, vest (subject to Executive’s continued employment with the Company and notwithstanding any termination of this Agreement) in four substantially equal installments on each of the first four anniversaries of the applicable date of grant, and dividend equivalents will be credited with respect to such Annual RSUs and will be paid in cash on a current basis.
Sample 1See All (5)
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Annual RSUs. At the Effective Time, except as otherwise agreed by Parent and the holder of Annual RSUs with respect to such holder’s Annual RSUs, each award of Annual RSUs that is outstanding immediately prior thereto shall become contingently vested with respect to the number of RSUs (the “Contingently Vested RSUs”) that would have vested in the ordinary course (without regard to any time-based vesting requirement) based on the Company’s performance for the applicable performance period through the Effective Time (as determined in the sole discretion of the Compensation Committee of the Company Board prior to the Effective Time after making equitable adjustments to exclude the effect of extraordinary or one-time expenses incurred in connection with the transactions contemplated by this Agreement) extrapolated to the end of the applicable performance period. Subject to any provision of any agreement between the Company and a holder of an award of Annual RSUs that would accelerate the vesting of Annual RSUs, a holder of an award of Annual RSUs shall become fully vested in the Contingently Vested RSUs (“Fully Vested RSUs”) if the holder is employed by the Company or any Company Subsidiary on February 1, 2008 and the Company shall promptly, but in any event by February 28, 2008, distribute to such holder a lump sum cash payment in U.S. dollars equal to the product of (i) the total number of Fully Vested RSUs subject to such award and (ii) the Merger Consideration.
Sample 1Sample 2
Annual RSUs. With respect to each calendar year during the term of this Agreement and subject in each case to his continued employment through the date of grant, at or about the time that the Company makes annual grants generally to its senior officers, the Company shall award Executive that number of restricted stock units (the “Annual RSUs”) equal to the greatest whole number determined by dividing (i) the product of (w) Executive’s Base Salary as in effect at the time of any Annual RSU grant and (x) a multiple of 32/3 by (ii) the closing price of a share of the common stock of the Company (the “Common Stock”) as of the grant date on the principal national exchange or trading system on which such stock is regularly traded (the “Fair Market Value”). Each restricted stock unit granted in accordance with the terms of this Agreement shall represent the right to receive, upon and subject to vesting in the rights associated therewith, one share of the Common Stock. Each Annual RSU shall have such terms and conditions substantially consistent with the terms of the award granted to other senior officers under the Keurig Green Mountain, Inc. Long-Term Incentive Plan (the “LTIP”); provided that, except as provided in the next succeeding sentence, such Annual RSUs shall remain subject to forfeiture until, and shall only become vested upon the earlier to occur of (x) Executive’s completion of five years of continuous service following the date of grant, (y) Executive’s termination of employment due to his death or Disability (as defined in Section 8(d)(iv) below), and (z) solely in the case of the Annual RSUs granted to Executive on September 15, 2016, if Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason (as such term is defined below) (i) prior to May 2, 2019, on a pro rated basis based on service completed from the Commencement Date through the date of termination, or (ii) on or after May 2, 2019, to the full extent of such applicable Annual RSU grant. In addition, Annual RSUs shall provide for pro-rated vesting (i) upon retirement at or after attaining age 60 or (ii) upon any termination of employment (x) by Executive or (y) by the Company without Cause, in either case occurring at any time after May 2, 2021.
Sample 1
Annual RSUs. Subject to the approval of the Board and in accordance with the rules of the Equity Plan, the Employee will be eligible to receive RSUs with respect to a number of shares of common stock of the Parent with a Fair Market Value at the time of grant equal to $600,000 per year (the “LTIP RSUs”) issued pursuant to the Equity Plan, with respect to 2024, 2025 and 2026, in each case, subject to the Employee’s continued employment pursuant to this Agreement on the date of grant. For 2027 and subsequent years, any grant of LTIP RSUs will be determined by the Board acting in its sole discretion having regard to market practices and internal compensation and benefits levels, as well as any other factor the Board deems appropriate. In case the Start Date is after the Parent’s annual equity award grant date pursuant to the standard grant schedule for the LTIP RSUs for 2024, then these LTIP RSUs for 2024 will be granted as soon as reasonably practicable following the Start Date. Any LTIP RSUs granted in 2025 and 2026 will be granted in accordance with the standard grant schedule for the LTIP. The LTIP RSUs shall vest in three (3) equal tranches over a period of three (3) years from the grant date, subject to the Employee’s continued active employment with the Company on the applicable vesting date, and be net settled in shares within thirty (30) days thereafter. If, during the twelve (12) months immediately following the occurrence of a Change in Control event, the Employee experiences a termination of employment under circumstances which would entitle him to severance under Section 6(b) of this Agreement, all then-unvested LTIP RSUs will vest and be cashed out, as determined by the Parent in its sole discretion.
Sample 1
Annual RSUs. With respect to each calendar year during the term of this Agreement (including 2016) and subject in each case to his continued employment through the date of grant, at or about the time that the Company makes annual grants generally to its senior officers, the Company shall award Executive that number of Restricted Stock Units (the “Annual RSUs”) equal to the greatest whole number determined by dividing (i) $2,600,000 by (ii) the fair market value of a share of the Applicable Common Stock as of the grant date, as determined (x) by an independent firm experienced in the valuation of privately held companies selected by the Board or a duly authorized committee thereof if, at the relevant time, such Applicable Common Stock is not traded on an established securities market or (y) the closing price of a share of the Applicable Common Stock on the principal national exchange or trading system on which such stock is regularly traded (with the value determined under clause (x) or (y), as applicable, the “Fair Market Value”). To the extent that the Fair Market Value of the Applicable Common Stock is established for any purpose under this Agreement using the services of an independent valuation firm, the Company shall promptly disclose in writing to Executive the methodology, including any consideration of marketability and minority shareholder discounts, utilized for such valuation, and all appraisers and all determinations of such Fair Market Value shall utilize a substantially consistent methodology and considerations, including marketability and minority shareholder discounts, subject to such adjustments as shall be deemed necessary or appropriate in light of changes in the comparable companies utilized to establish such value, in whole or in part, or other material changes in the Company’s business or the marketplace generally. Each Restricted Stock Unit granted in accordance with the terms of this Agreement shall represent the right to receive, upon and subject to vesting in the rights associated therewith, one share of the Applicable Common Stock. Each Annual RSU shall have such terms and conditions established in accordance with the terms of such plan that the Board (or the appropriate committee thereof) determines to be appropriate; provided that, such Annual RSUs shall remain subject to forfeiture until, and shall only become vested upon, (v) Executive’s completion of four and one-half years of continuous service following the date of grant, (w) Executive...
Sample 1
Annual RSUs. So long as you remain a service provider of the Company, no later than sixty (60) days following the beginning of each of the Company’s fiscal years through fiscal year 2030, the Company will grant to you an annual award of restricted stock units with a value of $3,000,000 or such greater amount as the Committee approves (the “Annual RSUs”); provided that during fiscal years 2022 and 2023 the value of each of the Annual RSUs shall be $1,500,000. Subject to Section 7 of this Agreement, the Annual RSUs shall vest as to 25% of the RSUs on the anniversary of the first date of the fiscal year and 6.25% in quarterly installments thereafter. The number of restricted stock units subject to the Annual RSUs shall be calculated by dividing value of the restricted stock units by the 30-day trailing average closing price of a Share.
Sample 1

Related to Annual RSUs

  • Performance Shares Each Performance Share is a bookkeeping entry that records the equivalent of one Share. Upon the vesting of the Performance Shares as provided in Section 2, the vested Performance Shares will be settled as provided in Section 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 total number of Restricted Stock Units and Dividend Equivalent Units previously credited to the Participant pursuant to the Award and 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 Restricted Stock Units originally subject to the Award with respect to which they have been credited.

  • Performance Share Units The Committee may, in its discretion, grant to Executive performance share units subject to performance vesting conditions (collectively, the “Performance Units”), which shall be subject to restrictions on their sale as set forth in the Plan and an associated Performance Unit Grant Letter.

  • RSUs The Continuing Stock Units shall continue to vest in accordance with the terms of the Original RSU Award Documents, on the same basis as such stock units would have become vested if Executive had remained employed under this Agreement through the Scheduled Expiration Date. Except as otherwise expressly provided herein, all such Continuing Stock Units shall be subject to, and administered in accordance with, the Original RSU Award Documents. Any of Executive’s restricted stock unit awards that have not become vested on or before the Termination Date, and that are outstanding at the Termination Date, but which are not Continuing Stock Units, shall automatically terminate on the Termination Date. Notwithstanding any term or provision of the Original RSU Award Documents: (A) any provisions in such Original RSU Award Documents relating to disability shall not be applicable to any such Continuing Stock Units after the Termination Date; and (B) in the event of Executive’s death after the Termination Date but prior to the Scheduled Expiration Date, the terms and provisions of the Original RSU Award Documents shall be interpreted and applied in the same manner with respect to such Continuing Stock Units as if Executive were an active employee on the date of Executive’s death. (C) to the extent that, under the Company’s compensation practices and policies, any tranche of Continuing Stock Units is subject to the achievement of performance conditions which were imposed solely because Executive was an executive officer of the Company who could have been a covered employee within the meaning of Section 162(m) at the time payment in respect of such award was expected to be made (the “Applicable 162(m) Criteria”) and such Applicable 162(m) Criteria relate, in whole or in part, to any performance period continuing after the end of the Company’s fiscal year in which the Termination Date occurs, such Applicable 162(m) Criteria shall be waived as of the Termination Date with respect to such tranche of the Continuing Stock Units; provided, however, that this Paragraph 5(d)(iii)(C) shall not be applicable if and to the extent, in the reasonable opinion of tax counsel to the Company, the presence of such provision would cause any stock units intended to be qualified as other performance based compensation within the meaning of Section 162(m) of the Code to fail to be so qualified at any time prior to Executive’s Termination Date.

  • Performance Share Awards On the Performance Share Vesting Date next following the Executive's date of death, the number of Performance Shares that shall become Vested Performance Shares shall be determined by multiplying (a) that number of shares of Company Common Stock subject to the Performance Share Agreement that would have become Vested Performance Shares had no such termination occurred; provided, however, in no case shall the number of Performance Shares that become Vested Performance Shares exceed 100% of the Target Number of Performance Shares set forth in the Performance Share Agreement, by (b) the ratio of the number of full months of the Executive's employment with the Company during the Performance Period (as defined in the Performance Share Agreement) to the number of full months contained in the Performance Period. Vested Common Shares shall be issued in settlement of such Vested Performance Shares on the Settlement Date next following the Executive’s date of death.

  • Dividend Equivalents Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

  • Dividend Equivalent Payments Until your RSUs convert to Shares, if MSCI pays a dividend on Shares, you will be entitled to a dividend equivalent payment in the same amount as the dividend you would have received if you held Shares for your vested and unvested RSUs immediately prior to the record date. No dividend equivalents will be paid to you with respect to any canceled or forfeited RSUs. MSCI will decide on the form of payment and may pay dividend equivalents in Shares, in cash or in a combination thereof, unless otherwise provided in Exhibit C. MSCI will pay the dividend equivalent when it pays the corresponding dividend on its common stock or on the next regularly scheduled payroll date. The gross amount of any dividend equivalents paid to you with respect to RSUs that do not vest and convert to Shares shall be subject to potential recoupment or payback (such recoupment or payback of dividend equivalents, the “Clawback”) following the cancellation or forfeiture of the underlying RSUs. You consent to the Company’s implementation and enforcement of the Clawback and expressly agree that MSCI may take such actions as are necessary to effectuate the Clawback consistent with applicable law. If, within a reasonable period, you do not tender repayment of the dividend equivalents in response to demand for repayment, MSCI may seek a court order against you or take any other actions as are necessary to effectuate the Clawback.

  • Performance Units Subject to the limitations set forth in paragraph (c) hereof, the Committee may in its discretion grant Performance Units to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award.

  • RSU Award An RSU Award shall be similar in nature to a Restricted Stock Award except that no shares of Stock are actually transferred to the Holder until a later date specified in the applicable Award Agreement. Each RSU shall have a value equal to the Fair Market Value of a share of Stock.

  • Stock Units As used herein, the term “Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s Common Stock (“Share”) solely for purposes of the Plan and this Award Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Stock Units vest pursuant to this Award Agreement. The Stock Units shall not be treated as property or as a trust fund of any kind.

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