Deferral Rights Sample Clauses

Deferral Rights. Notwithstanding any other provision of this Agreement, the Recipient may elect to defer the receipt of the Shares upon the occurrence of any applicable Vesting Date until such times as are approved by the Committee and are set forth in the Recipient’s applicable deferral election form. All deferral elections made by the Recipient pursuant to this Section 6 shall be made in accordance with (i) the applicable election form provided by the Committee and (ii) Section 409A of the Code. If the Recipient does not timely elect to defer the receipt of Shares pursuant to this Section 6, then such Shares shall be paid to the Recipient in accordance with Sections 2 and 3 of this Agreement.
Sample 1
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Deferral Rights. Notwithstanding any other provision of this Agreement, the Recipient may elect to defer the receipt of the shares of Common Stock issuable with respect to the RSUs upon the termination of the Vesting Period until such times as are approved by the Committee and are set forth in the Recipient’s applicable deferral election form. All deferral elections made by the Recipient pursuant to this Section 5 shall be made in accordance with (i) the applicable election form provided by the Committee and (ii) Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). If the Recipient does not timely elect to defer the receipt of shares of Common Stock pursuant to this Section 5, then such shares shall be paid to the Recipient in accordance with Section 3(i) or (ii) of this Agreement.
Sample 1
Deferral Rights. Notwithstanding any other provision of this Agreement, the Recipient may elect to defer the receipt of the shares of Common Stock issuable with respect to the RSUs upon the termination of the Vesting Period until such times as are approved by the Committee and are set forth in the Recipient’s applicable deferral election form. All deferral elections made by the Recipient pursuant to this Section 5 shall be made in accordance with (i) the applicable election form provided by the Committee and (ii) Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), including Section 1.409A-2(a)(5) of the Treasury Regulations. If the Recipient does not timely elect to defer the receipt of shares of Common Stock pursuant to this Section 5, or if such election is ineffective (as provided for under Section 1.409A-2(a)(5) of the Treasury Regulations), then such shares shall be paid to the Recipient in accordance with Section 3(i) or (ii) of this Agreement.
Sample 1
Deferral Rights. The provisions set forth in clause 9 of Amendment No. 16, as amended by Amendment No. 20, are hereby deleted and replaced by the following quoted provisions: [***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
Sample 1
Deferral Rights. Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this subsection (b), a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its Shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in a six-month period and twice in the aggregate.
Sample 1
Deferral Rights. Notwithstanding anything to the contrary in this Agreement, Issuer may defer the filing or effectiveness (but not the preparation) of a registration statement required by this Section, and Issuer shall not be required to keep any such registration statement effective or useable for offers and sales of Registrable Securities, to file a post-effective amendment or prospectus supplement with respect to such registration statement or to otherwise supplement or amend any such registration statement or related prospectus, for an aggregate period not to exceed 60 days in any 12-month period in such increments of time that Issuer elects in its sole discretion if either Issuer or any of its Affiliates are then engaged in confidential negotiations or other confidential business activities, disclosure of which would, in the judgment of Issuer based on the advice of counsel, be required in such registration statement, prospectus, or amendment or supplement thereto (but would not be required if Issuer did not make such filing, supplement or amendment or such registration statement was not declared or kept effective and useable), and the general partner of Issuer determines in good faith that such disclosure would be materially detrimental to Issuer and its securityholders or would have a material adverse effect on any such confidential negotiations or other confidential business activities, or Issuer was planning prior to receipt of the Take-Down Request to effect an underwritten public offering for Issuer's account of Issuer's securities of the same class as the Registrable Securities and Issuer expects that the date of the final prospectus or final prospectus supplement, as the case may be, to be used in connection with such public offering will be within 30 days following its receipt of a Take-Down Request. A deferral of the filing, effectiveness, supplement or amendment pursuant to this Section shall be lifted, and Issuer shall make the filing, supplement or amendment, or use its commercially reasonable efforts to cause the registration statement to be declared or kept effective and useable, forthwith if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed offering for Issuer's account is abandoned or no longer expected by Issuer to be effected within 30 days following its receipt of ...
Sample 1

Related to Deferral Rights

  • Stock Based Compensation Executive will be eligible to participate in the Company's Employee Stock Purchase Plan and to be considered by the Compensation Committee for grants or awards of stock options or other stock-based compensation under the Company's Stock Incentive Plan or similar plans from time to time in effect. All such grants or awards shall be governed by the governing Plan and shall be evidenced by the Company's then standard form of stock option, restricted stock or other applicable agreement.

  • Nonqualified Deferred Compensation (a) It is intended that any payment or benefit which is provided pursuant to or in connection with this Agreement which is considered to be deferred compensation subject to Section 409A of the Code shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided therein for non-compliance.

  • Grant of Deferred Stock Units Effective as of the Grant Date, the Company hereby grants to the Executive Deferred Stock Units. In accepting the award of Deferred Stock Units granted in this Agreement the Executive accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. The Company shall cause to be delivered to the Executive in electronic or certificated form any shares of the Common Stock that are to be issued under the terms of this Agreement in exchange for Deferred Stock Units awarded hereby, and such shares of the Common Stock shall be transferable by the Executive as provided herein (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable securities law).

  • DEFERRAL CONTRIBUTIONS The Advisory Committee will allocate to each Participant's Deferral Contributions Account the amount of Deferral Contributions the Employer makes to the Trust on behalf of the Participant. The Advisory Committee will make this allocation as of the last day of each Plan Year unless, in Adoption Agreement Section 3.04, the Employer elects more frequent allocation dates for salary reduction contributions.

  • Deferrals If permitted by the Company, the Participant may elect, subject to the terms and conditions of the Plan and any other applicable written plan or procedure adopted by the Company from time to time for purposes of such election, to defer the distribution of all or any portion of the shares of Common Stock that would otherwise be distributed to the Participant hereunder (the “Deferred Shares”), consistent with the requirements of Section 409A of the Code. Upon the vesting of RSUs that have been so deferred, the applicable number of Deferred Shares shall be credited to a bookkeeping account established on the Participant’s behalf (the “Account”). Subject to Section 5 hereof, the number of shares of Common Stock equal to the number of Deferred Shares credited to the Participant’s Account shall be distributed to the Participant in accordance with the terms and conditions of the Plan and the other applicable written plans or procedures of the Company, consistent with the requirements of Section 409A of the Code.

  • Deferral Elections As provided in Sections 5(f), 6(h) and 14(d), the Executive may elect to defer the Pre-Change in Control Severance Payment, the Post-Change in Control Severance Payment and the Consulting Payment as follows. The Executive’s deferral election shall satisfy the requirements of Treasury Regulation Section 1.409A-2(b) and the terms and conditions of the Deferred Compensation Plan. Such deferral election shall designate the whole percentage (up to a maximum of 100%) of the Pre-Change in Control Severance Payment, the Post-Change in Control Severance Payment and the Consulting Payment to be deferred, shall be irrevocable when made, and shall not take effect until at least twelve (12) months after the date on which the election is made. Such deferral election shall provide that the amount deferred shall be deferred for a period of not less than five (5) years from the date the payment of the amount deferred would otherwise have been made, in accordance with Treasury Regulation Section 1.409A-2(b)(1)(ii).

  • Deferral Election A Participant may elect to defer all or a specified percentage of the Compensation earned in a Plan Year by such Participant for serving as a member of the Board of any Participating Fund or as a member of any committee or subcommittee thereof. Reimbursement of expenses of attending meetings of the Board, committees of the Board or subcommittees of such committees may not be deferred. Such election shall be made by executing before the first day of such Plan Year such election notice as the Administrator may prescribe; provided, however, that upon first becoming eligible to participate in the Plan by reason of appointment to a Board, a Participant may file a Deferral Election not later than 30 days after the effective date of such appointment, which election shall apply to Compensation earned in the portion of the Plan Year commencing the day after such election is filed and ending on the last day of such Plan Year.

  • Nonqualified Deferred Compensation Plans Effective on or before the Distribution Date, Columbia shall adopt, establish and maintain nonqualified deferred compensation plans for the benefit of employees of the Columbia Parties (the “Columbia Deferred Compensation Plans”) and shall establish one or more grantor trusts to be a source of providing benefits thereunder (the “Columbia Rabbi Trusts”) that in each case shall be substantially similar to the NiSource Deferred Compensation Plans and the grantor trusts maintained by NiSource with respect to the NiSource Deferred Compensation Plans (the “NiSource Rabbi Trusts”). As of the Distribution Date, the Columbia Parties shall assume and thereafter be solely responsible for all existing and future liabilities relating to Business Employees’ (and Deceased Business Employee survivors’ and beneficiaries’) (a) benefits accrued under the NiSource Deferred Compensation Plans prior to the Distribution Date and (b) benefits that accrue under the Columbia Deferred Compensation Plans on and after the Distribution Date. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource Deferred Compensation Plans shall, to the extent applicable, be transferred to, and be in full force and effect under, the Columbia Deferred Compensation Plans until such beneficiary designations are replaced or revoked by the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation. Following the Distribution Date, the NiSource Parties shall have no liability or obligation with respect to the benefits accrued by such Business Employees or by such survivors or beneficiaries of Deceased Business Employees under any of the NiSource Deferred Compensation Plans or with respect to any benefits accrued under the Columbia Deferred Compensation Plans. As soon as administratively practicable after the Distribution Date, NiSource shall cause the NiSource Rabbi Trusts to transfer to the Columbia Rabbi Trusts cash, life insurance policies or other assets having an aggregate fair market value equal to (i) the aggregate fair market value of all assets held in the NiSource Rabbi Trusts as of the Distribution Date multiplied by (ii) a percentage, the numerator of which shall be the lump sum present value of the benefits assumed by the Columbia Deferred Compensation Plans pursuant to this Section 3.03 and the denominator of which shall be the lump sum present value of all benefits accrued under the NiSource Deferred Compensation Plans immediately prior to the Distribution Date.

  • Performance-Based Compensation During the Period of Employment and assuming Executive remains continuously employed by the Company through the end of the relevant fiscal year, Executive shall also be entitled to participate in an annual performance-based cash bonus program as set forth in Exhibit B.

  • Salary Benefits and Bonus Compensation 3.1 BASE SALARY. Effective July 1, 2000, as payment for the services to be rendered by the Employee as provided in Section 1 and subject to the terms and conditions of Section 2, the Employer agrees to pay to the Employee a "Base Salary" at the rate of $180,000 per annum, payable in equal bi-weekly installments. The Base Salary for each calendar year (or proration thereof) beginning January 1, 2001 shall be determined by the Board of Directors of Avocent Corporation upon a recommendation of the Compensation Committee of Avocent Corporation (the "Compensation Committee"), which shall authorize an increase in the Employee's Base Salary in an amount which, at a minimum, shall be equal to the cumulative cost-of-living increment on the Base Salary as reported in the "Consumer Price Index, Huntsville, Alabama, All Items," published by the U.S. Department of Labor (using July 1, 2000, as the base date for computation prorated for any partial year). The Employee's Base Salary shall be reviewed annually by the Board of Directors and the Compensation Committee of Avocent Corporation.

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