Director Stock Units. Each RRD Director Stock Unit that is outstanding immediately prior to the LSC Distribution or the Donnelley Financial Distribution shall be converted in the exact same manner and time as RRD Restricted Stock Units are converted pursuant to Section 6.2(a)(ii) above, except that references to continued services on the RRD Board shall refer to continued service on the LSC Board or the Donnelley Financial Board, as applicable. For the avoidance of doubt, any individual who is named in the LSC Information Statement as an individual to be named to the LSC Board as of or immediately following the LSC Distribution shall have their RRD Director Stock Units solely converted into LSC Restricted Stock Units, and any individual who is named in the Donnelley Financial Information Statement as an individual to be named to the Donnelley Financial Board as of or immediately following the Donnelley Financial Distribution shall have their RRD Director Stock Units solely converted into Donnelley Financial Restricted Stock Units. Such converted awards shall remain subject to the terms and conditions (including but not limited to any deferred elections) in effect with respect to the award immediately preceding the applicable Distribution Date. Individuals who are continuing on the RRD Board following the Relevant Time shall have their RRD Director Stock Units solely converted in RRD Restricted Stock Units pursuant to Section 6.2(a)(ii)(1) above. Notwithstanding the foregoing, to the extent a member of the RRD Board retires after Record Date and prior to the LSC Distribution Date or the Donnelley Financial Distribution Date, such director’s RRD Director Stock Units shall be converted in the exact same manner and time as RRD Restricted Stock Units are converted pursuant to Section 6.2(a)(i) above.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Donnelley Financial Solutions, Inc.), Separation and Distribution Agreement (Donnelley Financial Solutions, Inc.), Separation and Distribution Agreement (LSC Communications, Inc.)
Director Stock Units. Each RRD Director Stock Unit that is outstanding immediately prior to the LSC Distribution or the Donnelley Financial Distribution shall be converted in the exact same manner and time as RRD Restricted Stock Units are converted pursuant to Section 6.2(a)(ii) above, except that references to continued services on the RRD Board shall refer to continued service on the LSC Board or the Donnelley Financial Board, as applicable. For the avoidance of doubt, any individual who is named in the LSC Information Statement as an individual to be named to the LSC Board as of or immediately following the LSC Distribution shall have their RRD Director Stock Units solely converted into LSC Restricted Stock Units, and any individual who is named in the Donnelley Financial Information Statement as an individual to be named to the Donnelley Financial Board as of or immediately following the Donnelley Financial Distribution shall have their RRD Director Stock Units solely converted into Donnelley Financial Restricted Stock Units. Such converted awards shall remain subject to the terms and conditions (including but not limited to any deferred elections) in effect with respect to the award immediately preceding the applicable Distribution Date. Individuals who are continuing on the RRD Board following the Relevant Time shall have their RRD Director Stock Units solely converted in RRD Restricted Stock Units pursuant to Section 6.2(a)(ii)(1) above. Notwithstanding the foregoing, to the extent a member of the RRD Board retires after Record Date and prior to the LSC Distribution Date or the Donnelley Financial Distribution Date, such director’s RRD Director Stock Units shall be converted in the exact same manner and time as RRD Restricted Stock Units are converted pursuant to Section 6.2(a)(i) above.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (LSC Communications, Inc.), Separation and Distribution Agreement (LSC Communications, Inc.)