Deferred Stock Awards. To the extent the Company is required to withhold tax in any jurisdiction upon the vesting of a Deferred Stock Award or at such times as otherwise may be required in connection with a Deferred Stock Award, Participant acknowledges that the Company may (but is not required to) provide Participant alternative methods of paying the Company the amount due to the appropriate tax authorities (or to the Company, in the case of hypothetical tax), as determined by the Company. If no method of tax withholding is specified at or prior to the time any tax (or hypothetical tax) is due on a Deferred Stock Award, or if Participant does not make a timely election, the Company will withhold shares from the vested shares that are distributable to Participant to fund any or any portion of tax that is required by law to be withheld, but only if such shares have vested pursuant to the terms of this Agreement. If Participant is a current or former Citigroup Expatriate subject to tax equalization, Participant agrees to promptly pay to the Company, in cash (or by any other means acceptable to the Company), the excess of the amount of hypothetical tax due over the tax withheld with respect to a Deferred Stock Award. Participant agrees that the Company, in its discretion, may require that some or all of the tax (or hypothetical tax) withholding obligations in connection with the Deferred Stock Award or any other equity award must be satisfied in cash only, that timely payment of such amounts when due will be considered a condition to vesting of the Deferred Stock Award (or other subject equity award), and that if the required amounts are not timely remitted to the Company, the Deferred Stock Award (or other subject equity award) may be canceled. Whenever withholding in shares is permitted or mandated by the Company, the number of shares to be withheld will be based on the fair market value, as determined by the Company. Whenever the payment of required withholding tax (or hypothetical tax) in cash is permitted or mandated by the Company and provision for timely payment of such amounts by Participant has not been made, instead of canceling an equity award (as provided above), the Company, in its sole discretion, may sell on behalf of Participant, at Participant’s market risk and expense, the number of shares subject to the award that at the market sale price obtainable for the shares on or as soon as practicable after the due date for the tax (or hypothetical tax) owed by Participan...
Deferred Stock Awards. The parties acknowledge and agree that prior to the date hereof the Orchard has entered into Amended and Restated Deferred Stock Award Agreements with each of Xxxx Xxxxxx and Xxxxx Xxxxxx (the “Recipients“), pursuant to which each of the Recipients is entitled to receive shares of Orchard Common Stock and Series B Preferred Stock in the number and on the terms and conditions set forth therein (the “Deferred Stock Awards“). DMGI acknowledges that the Orchard has provided it with copies of the Deferred Stock Awards. DMGI further acknowledges and agrees that to the extent that the shares subject to the Deferred Sock Awards have not been issued (or deemed to have been issued) prior to the Effective Time (a) it shall assume and be responsible for (or shall cause to be assumed or responsible for) performing all of the Orchard’s obligations under the Deferred Stock Awards from and after the Effective Time, (b) it shall reserve for issuance that number of shares of DMGI Series A Preferred Stock and DMGI Common Stock, as applicable, that the Deferred B Shares or Deferred Common Shares, as applicable, would have been exchangeable for pursuant to Section 1.4 had such shares already been transferred to the Recipients as of the Effective Time (the “Reserved Shares”), which such Reserved Shares shall be deducted from the DMGI Common Limit and the DMGI Preferred Limit available for issuance at the Effective Time, (c) it shall issue and transfer to the Recipients the Reserved Shares at the times, in the amounts and in the manner specified in the Deferred Stock Awards and (d) as soon as practicable following the issuance of shares to the Recipients pursuant to the Deferred Stock Awards, it shall register for resale all such shares of DMGI Common Stock so issued and such shares of DMGI Common Stock issuable upon conversion of the shares of DMGI Series A Preferred Stock so issued, under and in accordance with the provisions of the Securities Act by filing with the SEC a registration statement covering the resale of all such shares on Form S-8 or other appropriate registration statement under the Securities Act.
Deferred Stock Awards. Subject to your compliance with the terms and conditions of this Agreement, the previous unvested stock grants and awards made to you will fully vest. You agree that you will not receive any 2016 Stock Award. The accelerated vesting will occur on the Early Retirement Date and will be processed by UBS Financial Services Inc. (“UBS”) as soon as reasonably practicable following the Early Retirement Date. The Company will comply with local laws and regulations including tax withholding (income and/or social security) and information reporting to the taxing authorities as may be required; Any applicable tax withholding (and any other withholding payroll taxes or social security deduction when applicable) will be satisfied by deducting the number of shares equal in value to the amount of the withholding requirements from your stock award; therefore, the number of shares deposited into your UBS account on the vesting date will be net of the shares used to satisfy applicable withholding taxes or other applicable deductions (rounded up to the nearest whole share). However, if you are not subject to income tax withholdings, or if the withholdings do not fully cover your income tax liability, you will be responsible for satisfying any tax liabilities due on these amounts; You understand and agree that these vestings are being made and the valuations will be determined in compliance with applicable laws, regulations and practices.
Deferred Stock Awards. You currently have Deferred Stock Awards aggregating 49,499.303 shares of pre 2005 awards and 22,729.276 shares of post 2004 awards. In accordance with the terms of the 1993 Stock Award and Incentive Plan and your previous elections, these shares will be paid out to you over a period of 60 quarterly installments and in a single lump sum, respectively. Because we are required to administer this plan in accordance with the provisions of Section 409A of the Internal Revenue Code, the first two quarterly installments of your pre 2005 awards and the single lump sum of your post 2004 awards will be paid to you on the first business day of the seventh month following your Official Termination Date, i.e., January 2, 2008.
Deferred Stock Awards. (1) For any Separation that occurs in connection with or within 24 months following the consummation of a Change in Control and that occurs prior to the Certification, Employee shall be entitled to the greater of (x) one hundred percent (100%) of the shares payable upon satisfaction of the performance goals as certified by the Plan Administrator of the LTIP, with such number of shares pro rated based on the number of days Employee was employed by the Company during the applicable performance period and (y) one hundred percent (100%) of the shares payable upon immediate vesting of the target shares. Such shares shall be paid out in full on the first date that any payment is made on a similar award, based on the same performance criteria and performance period, to any other officer of the Company who is still employed by the Company through such payment date on the same date such payment would be due if Employee had continued in active employment.
Deferred Stock Awards. Notwithstanding anything contained herein to the contrary, to the extent that the Grantee has validly elected to defer the Stock issuable under this Agreement, then, in lieu of receiving shares of Stock as provided herein, the Grantee shall receive Deferred Stock Units (as defined in the Plan or any successor Plan) pursuant to a Deferred Stock Unit Award Agreement to be entered into at such time between the Grantee and the Company.
Deferred Stock Awards. You currently hold Deferred Stock Awards aggregating approximately 17,710 shares. In accordance with the terms of the 1993 Stock Award and Incentive Plan and your previous elections, these shares will be paid to you in a lump sum on the first business day of the seventh month following your Official Termination Date, i.e., May 3, 2010.
Deferred Stock Awards. This Agreement serves to amend the vesting provisions of your Deferred Stock Awards to reflect your transition to a role as a non-employee member of the Board. Accordingly, each Deferred Stock Award is hereby amended to provide that it shall become fully vested effective on January 1, 2009. In particular, Section 3 of each Deferred Stock Agreement is hereby amended to provide that all unvested Award Shares (as such term is defined in the Deferred Stock Agreements) are fully vested as of January 1, 2009. For the avoidance of doubt, for purposes of the Deferred Stock Agreements and the Company’s Executive Deferred Compensation Plan, your termination of employment with the Company shall constitute a “retirement.” The Award Shares shall continue to be delivered at the time or times provided in their respective Deferred Stock Election Forms and in accordance with the terms of the Company’s Executive Deferred Compensation Plan. Xx. Xxxxxxx X. Hansen December 10, 2008 Page Two Options.
Deferred Stock Awards. State Street has previously awarded to the Executive an award of shares of deferred stock under the 1997 Plan as set forth on Exhibit A hereto (the "DSAs"), which are scheduled to vest on February 15, 2008. In full satisfaction of the DSAs and subject to the Executive's compliance with Section 6, Section 7 and Section 8 hereof, the Company shall pay the Executive on the Delayed Payment Date a single lump sum cash payment of $900,000, provided that in no event shall such payment occur prior to February 15, 2008. The Company and the Executive agree that the restraints and obligations of the Executive pursuant to Section 6, Section 7 and Section 8 hereof shall be deemed for all purposes as controlling, in lieu of any different restraints or undertakings of the Executive on the same subject under the 1997 Plan and the award documentation with respect to the DSAs.
Deferred Stock Awards. Executive's existing deferred stock awards that are scheduled to vest on January 1, 2003, July 31, 2003, and August 1, 2004, will continue to vest on such dates, provided Executive continues to perform all of his obligations under the Consulting Agreement and this Agreement until the applicable vesting date. Unless Executive has repaid his stock option loan, upon the vesting of a deferred stock award the Company shall not be required to deliver any shares to Executive in order to satisfy its obligations under this paragraph 5. The Company's obligation with respect to such deferred stock shall be limited to: (i) withholding and remitting to the appropriate governmental agency the applicable withholding amounts under applicable federal and state laws and regulations and (ii) applying the remaining shares as collateral for Executive's stock option loan until such loan is discharged in full. With respect to subparagraph 5(ii), concurrent with the vesting of each deferred stock award, Executive agrees to execute and to provide to the Company an assignment separate from transfer with respect to the shares to be pledged as collateral.
