Deferred Shares. The Compensation Committee will award to the Executive 200,000 Deferred Shares (as such term is defined in the Incentive Equity Plan) of common stock of the Company, par value $.001 per share (“Common Stock”), (the “Deferred Shares Award”) in three (3) tranches as follows: 70,000 Deferred Shares as of the Effective Date (the “Tranche 1 Shares”), 65,000 Deferred Shares as of the date of a Compensation Committee meeting in February 2005 (the “Tranche 2 Shares”) and 65,000 Deferred Shares as of the date of a Compensation Committee meeting in February 2006 (the “Tranche 3 Shares”). Subject to the terms and conditions of the Deferred Shares Award agreement evidencing each such Tranche, the Deferred Shares Award shall vest and become nonforfeitable pursuant to the following schedule: one-third (1/3) of the Tranche 1 Shares shall vest and become nonforfeitable on each of the first three (3) anniversaries of the Effective Date, one-half (1/2) of the Tranche 2 Shares shall vest and become nonforfeitable on each of the second and third anniversaries of the Effective Date, and all of the Tranche 3 Shares shall vest and become nonforfeitable on the third anniversary of the Effective Date; provided, however, that in the event of a Change of Control (as defined in the Incentive Equity Plan) of the Company, to the extent not awarded, the remaining tranches of the Deferred Shares Award shall be awarded effective immediately prior to the Change of Control and any unvested portions of each tranche of the Deferred Shares Award shall immediately vest and become nonforfeitable upon the Change of Control.
Deferred Shares. “Deferred Shares” shall have the meaning set forth in Section 3(a) of this Agreement.
Deferred Shares. To the extent consistent with the provisions of Section 17 of this Plan, the Committee may authorize grants of Deferred Shares to Participants upon such terms and conditions as the Committee may determine in accordance with the following provisions:
Deferred Shares. (a) As used in this Agreement, the following terms have the respective meanings set forth below:
Deferred Shares. The Committee may authorize grants of Deferred Shares to Participants upon such terms and conditions as the Committee may determine in accordance with the following provisions:
(a) Each grant shall constitute the agreement by the Company to issue or transfer Shares to the Participant in the future in consideration of the performance of services, subject to the fulfillment during the Deferral Period of such conditions as the Committee may specify.
(b) Each grant may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Fair Market Value on the Grant Date.
(c) Each grant shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period, which shall be fixed by the Committee on the Grant Date, and any grant or sale may provide for the earlier termination of such period in the event of a Change in Control of the Company or other similar transaction or event.
(d) During the Deferral Period, the Participant shall not have any right to transfer any rights under the subject Award, shall not have any rights of ownership in the Deferred Shares and shall not have any right to vote such Shares, but the Committee may on or after the Grant Date authorize the payment of Dividend Equivalents on such Shares in cash or additional Shares on a current, deferred or contingent basis.
(e) Any grant or the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 11 of this Plan regarding Performance Shares and Performance Units. Except as otherwise determined by the Committee, all Deferred Shares and all rights of the grantee to such Deferred Shares shall terminate, without further obligation on the part of the Company, unless the Grantee remains in continuous employment of the Company for the entire Deferral Period in relation to which such Deferred Shares were granted and unless any other restrictive conditions relating to the Deferred Shares are met.
(f) Each grant shall be evidenced by an agreement executed on behalf of the Company by any officer thereof and delivered to the Participant and containing such terms and provisions as the Committee may determine consistent with this Plan.
Deferred Shares. Delivery of Shares subject to a Deferred Shares grant will occur upon expiration of the deferral period or upon the occurrence of one or more of the distribution events described in Section 409A(a)(2) of the Code as specified by the Committee in the Grantee’s Award Agreement for the Award of Deferred Shares. An Award of Deferred Shares may be subject to such substantial risk of forfeiture conditions as the Committee may impose, which conditions may lapse at such times or upon the achievement of such objectives as the Committee shall determine at the time of grant or thereafter. Unless otherwise determined by the Committee, to the extent that the Grantee has a Termination of Affiliation while the Deferred Shares remains subject to a substantial risk of forfeiture, such Deferred Shares shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in the event of the Grantee’s Termination of Affiliation due to death, Disability, or involuntary termination by the Company or a Subsidiary without “cause.”
Deferred Shares. If the Participant previously elected to defer receipt of all or a portion of his or her Restricted Stock award pursuant to the Dominion Energy, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”), then in lieu of receiving shares of Restricted Stock, the Participant will be credited on the Date of Grant with a number of shares of Company Stock to his or her book-entry account in the Deferred Compensation Plan equal to the number of shares of Restricted Stock that he or she elected to defer. The shares credited to the Deferred Compensation Plan represent unfunded contractual rights to receive shares of Company Stock in the future, and no actual shares of Company Stock shall be issued to the Participant unless and until the Participant becomes entitled to receive a distribution of such shares under the terms of the Deferred Compensation Plan. Any shares credited to the Deferred Compensation Plan shall remain subject to the vesting terms and all other applicable terms and conditions of this Agreement and the Plan, in addition to being subject to the terms and conditions of the Deferred Compensation Plan. A Participant shall not have any voting rights with respect to shares credited to the Deferred Compensation Plan, but shall continue to be eligible to receive amounts equivalent to the dividends that would have been payable with respect to such shares, had they been issued and outstanding, which amounts shall also be credited to the Participant’s book-entry account in the Deferred Compensation Plan. All references to Restricted Stock throughout this Agreement shall include any shares of Company Stock so credited to the Deferred Compensation Plan, unless context otherwise demands.
Deferred Shares. 9.1 For the purposes of this clause, a "REORGANISATION" shall mean:
Deferred Shares. As of the date hereof, 5,851 Deferred Shares, each representing the right to receive a share of Class A Common Stock of the Company, are outstanding. The Deferred Shares constitute all of the outstanding deferred shares representing the right to receive any shares of capital stock of the Company.
Deferred Shares. Subject to the terms and conditions hereof, immediately prior to the Closing and in accordance with the terms of the Amended and Restated RACI Holding, Inc. Stock Incentive Plan, shares of the Company’s Class A Common Stock relating to then-outstanding deferred shares granted pursuant to such plan (each, a “Deferred Share”) to any current or former employee or director of or consultant to the Company or any Subsidiary thereof as set forth on Schedule 1.2(b) (each, a “Deferred Share Holder”) shall be distributed to the Deferred Share Holders. The distribution of the shares of the Company’s Class A Common Stock relating to the Deferred Shares shall be subject to all applicable Employment and Withholding Taxes. Deferred Shares shall be treated as Shares and Deferred Share Holders shall be treated as Sellers for all purposes of this Agreement.
