Conditional Deferred Cash Award Sample Clauses

Conditional Deferred Cash Award. The Company shall cause UGS Corp. to pay a conditional deferred cash Award to the Optionee in conjunction with the exercise of this Option. The conditional deferred cash Award will be paid only if, when, and to the extent that, the Option is exercised, and if the Option is forfeited as provided in Section 5 above, the deferred cash award shall be forfeited. The total amount of cash that will be paid if the Option is exercised in full is set forth in Schedule B. The amount of cash that will be payable upon any partial exercise of the Option shall be determined by multiplying the amount set forth in Schedule B by a fraction, the numerator of which is the number of Option Shares as to which the Option is then being exercised and the denominator of which is the total number of Option Shares as to which the Option was granted. By acceptance of this Option and conditional deferred cash award, the undersigned agrees to hereby become a party to, and be bound by the terms of, the Stockholders Agreement and the Participation and Registration Rights Agreement among UGS Capital Corp., UGS Capital Corp. II, UGS Holdings, Inc., UGS Corp. and certain stockholders of UGS Capital Corp. and UGS Capital Corp. II, dated as of May 24, 2004, in each case treating the undersigned as a "Manager" and the Option Shares as "Purchased and Roll-Over Shares." Executed as of the 27th day of May, 2004.
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Conditional Deferred Cash Award. The Company shall cause UGS Corp. to pay a conditional deferred cash Award to the Optionee in conjunction with the exercise of this Option. The conditional deferred cash Award will be paid only if, when, and to the extent that, the Option is exercised, and if the Option is forfeited as provided in Section 5 above, the deferred cash award shall be forfeited. The total amount of cash that will be paid if the Option is exercised in full is set forth in Schedule B. The amount of cash that will be payable upon any partial exercise of the Option shall be determined by multiplying the amount set forth in Schedule B by a fraction, the numerator of which is the number of Option Shares as to which the Option is then being exercised and the denominator of which is the total number of Option Shares as to which the Option was granted. By acceptance of this Option and conditional deferred cash award, the undersigned agrees to hereby become a party to, and be bound by the terms of, the Stockholders Agreement and the Participation and Registration Rights Agreement among UGS Capital Corp., UGS Capital Corp. II, UGS Holdings, Inc., UGS Corp. and certain stockholders of UGS Capital Corp. and UGS Capital Corp. II, dated as of May 24, 2004, in each case treating the undersigned as a "Manager" and the Option Shares as "Purchased and Roll-Over Shares." Executed as of the 27th day of May, 2004. UGS Capital Corp. II UGS Capital Corp. II /s/ Xxxxxxx X. Xxxxxxx ---------------------------- Xxxxxxx X. Xxxxxxx Executive Vice President UGS Corp. UGS Corp. /s/ Xxxxxxx X. Xxxxxxx ---------------------------- Xxxxxxx X. Xxxxxxx Executive Vice President Optionee /s/ Xxxxxxx X. Xxxxxxxxxx ---------------------------- Name: Xxxxxxx X. Xxxxxxxxxx Rollover Midco Option Agreement SCHEDULE A VESTING SCHEDULE Total number of Option Shares: 550.00 25% Shares are exercisable on or after the grant of the Option; an additional 37.5% Shares are exercisable on and after the one year anniversary of the grant of the Option; and an additional 37.5% Shares are exercisable on and after the two year anniversary of the grant of the Option. Rollover Midco Option Agreement SCHEDULE B CONDITIONAL DEFERRED CASH AWARD Total amount of conditional deferred cash award: $55,000.00
Sample 1

Related to Conditional Deferred Cash Award

  • Cash Award Subject to Section 2 and provided that you are employed by the Company or one of its affiliates on each applicable payment date set forth below, the Company shall pay you the Cash Award at the following times: (i) one-third (1/3) of the Cash Award on the Closing Date, (ii) one-third (1/3) of the Cash Award on the first anniversary of the Closing Date and (iii) the remaining one-third (1/3) of the Cash Award on the second anniversary of the Closing Date.

  • Performance Award You are hereby awarded, on the Grant Date, a Performance Award with a target value of [AMOUNT].

  • Performance Share Award If your Award includes a Performance Share Award, and you voluntarily terminate your employment prior to the end of the Performance Period, you will forfeit your entire Performance Share Award. 

  • 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.

  • Incentive Award The three (3) year rolling average of earnings growth and Return On Equity (the "XXX") and determined as of December 31 of each plan year shall determine the Director's Incentive Award Percentage, in accordance with the attached Schedule A. The chart on Schedule A is specifically subject to change annually at the sole discretion of the Company's Board of Directors. The Incentive Award is calculated annually by taking the Director's Annual Fees for the Plan Year in which the XXX and Earnings Growth was calculated times the Incentive Award Percentage.

  • 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.

  • 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.

  • Performance Stock Units The Company may grant to Executive performance stock units (“PSUs”) pursuant to the Incentive Plan. All PSUs are subject to and conditioned on approval of the grant and its terms by the Board. All granted PSUs shall vest as provided in the applicable PSU grant notice and grant agreement (“PSU Agreement”). All PSUs shall be subject to the terms and conditions of the Incentive Plan and a PSU Agreement in a form prescribed by the Company, which Executive must sign as a condition to receiving the PSUs.

  • Share Award The Corporation hereby awards the Employee Shares (Shares) of Common Stock, par value $1.50 per share (Common Stock) of the Corporation pursuant to the 2007 Viad Corp Omnibus Incentive Plan (Plan), subject to the terms, conditions, and restrictions of such Plan and as hereinafter set forth.

  • Long-Term Incentive Award During the Term, Executive shall be eligible to participate in the Company’s long-term incentive plan, on terms and conditions as determined by the Committee in its sole discretion taking into account Company and individual performance objectives.

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