Distribution of Shares of Common Stock. (a) Subject to the provisions of this Agreement and the Plan, in the event one or more Restricted Stock Units vests, the Company shall deliver to you one (1) share of Common Stock for each Restricted Stock Unit that vests, subject to satisfaction of Tax-Related Items as described in Section 10 below. Except as set forth below, the delivery to you of the appropriate number of shares of Common Stock shall be made on the applicable vesting date or as soon as practicably possible thereafter. The issuance date determined by this paragraph is referred to as the “Issuance Date.” If the Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following business day. The form of such delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.
(b) Notwithstanding the foregoing, if (i) the Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by the Company in accordance with the Company’s Xxxxxxx Xxxxxxx Policy, or (2) on a date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market, and (ii) the Company elects, prior to the Issuance Date, (1) not to satisfy the tax withholding obligations described in Section 10 by withholding shares of Common Stock from the shares otherwise due, on the Issuance Date, to you under this Agreement, and (2) not to permit or require you to enter into an immediate sale commitment with a broker-dealer pursuant to Section 10 of this Agreement (including but not limited to a commitment under a previously established Company-approved 10b5-1 trading plan), then such shares shall not be delivered on such Issuance Date and shall instead be delivered on the first business day of the next occurring open window period applicable to you or the next business day when you are not prohibited from selling shares of Common Stock in the open public market, but in no event later than the date that is the 15th day of the third calendar month of the year following the year in which the shares of Common Stock under this Agreement are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulation Section 1.409A-1(d).
Distribution of Shares of Common Stock. As soon as practical after Restricted Stock Units vest, shares of Common Stock, equal to the number of vested Restricted Stock Units reflected in your Restricted Stock Unit Account, shall be distributed to you (or your beneficiary(ies) or personal representative, if you are deceased). Distributions shall be made in shares of Common Stock, with fractional shares rounded up to the nearest whole share.
Distribution of Shares of Common Stock. Promptly after the date(s) you specified in a written distribution election filed with the Company on or before December 31, 2016, shares of Common Stock equal to the number of Deferred Stock Units reflected in your Deferred Stock Unit Account, shall be distributed to you in accordance with your election. If you did not file such an election, distribution will be made promptly following your termination of service on the Company’s Board of Directors. Distributions shall be made in shares of Common Stock, with fractional shares rounded up to the nearest whole share.
Distribution of Shares of Common Stock. If the shares subject to your Award vest, the Company will deliver to you a number of shares of Common Stock equal to the number of vested shares of Common Stock subject to your Award on the issuance date provided in your Grant Notice; provided, however, that in the event that the Company determines that you are subject to its policy regarding xxxxxxx xxxxxxx of the Company’s stock and any shares of Common Stock subject to your Award are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during an “open window period” applicable to you, as determined by the Company in accordance with such policy, then such shares shall not be delivered on such Original Distribution Date and shall instead be delivered as soon as practicable within the next “open window period” applicable to you pursuant to such policy; provided, however, that unless the delay until the next open window period or the next day when you are not prohibited from selling shares of the Company’s stock in the public market would not result in the imposition of any additional taxes under the Code (including section 409A of the Code), the delivery of the shares shall not be delayed pursuant to this provision beyond December 31st of the same calendar year of the Original Distribution Date.
Distribution of Shares of Common Stock. On or as soon as administratively practical following each vesting of the applicable portion of the total Award pursuant to the Grant Notice or the Plan (and in all events not later than two and one-half months after the applicable vesting date), the Company will issue to you a number of shares of Common Stock equal to the number of Restricted Stock Units subject to your Award that vested on such date. Prior to the issuance to you of the shares of Common Stock subject to the Award, you shall have no direct or secured claim in any specific assets of the Company or in such shares of Common Stock, and will have the status of a general unsecured creditor of the Company.
Distribution of Shares of Common Stock. On or as soon as administratively practical following the applicable Quarterly Vesting Date of the applicable portion of the total Award pursuant to the Grant Notice or the Plan (and in all events not later than two and one-half months after the applicable Quarterly Vesting Date), the Company will issue to you a number of shares of Common Stock equal to the number of Restricted Stock Units subject to your Award that vested on such date; provided, however, that in the case of a termination of your Continuous Service after the achievement of the Performance Goal but prior to the next Quarterly Vesting Date, the shares of Common Stock subject to the portion of the Award that vested upon the achievement of the Performance Goal and your Continuous Service through the preceding Quarterly Vesting Date, shall be issued to you no later than two and one-half months following your termination of Continuous Service. Prior to the issuance to you of the shares of Common Stock subject to the Award, you shall have no direct or secured claim in any specific assets of the Company or in such shares of Common Stock, and will have the status of a general unsecured creditor of the Company.
Distribution of Shares of Common Stock. Subject to the provisions of this Agreement and the Plan, in the event one or more Restricted Stock Units vests, the Company shall deliver to you one (1) share of Common Stock for each Restricted Stock Unit that vests. The delivery to you of the appropriate number of shares of Common Stock shall be made on the applicable vesting date. The form of such delivery (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.
Distribution of Shares of Common Stock. Each vested Performance Unit shall be settled through the delivery to you (or in the event of your death, your beneficiary) on the Payment Date of one share of Common Stock. For purposes of this Agreement, “Payment Date” means the date that a share of Common Stock is delivered by the Company to settle a vested Performance Unit and, except as otherwise provided in Section 4, shall be the first anniversary of the last day of the Performance Period (or on a date selected by the Company within the 30-day period immediately following such anniversary date). Distributions shall be made in shares of Common Stock and any fractional Performance Unit shall be rounded up to a whole unit. For the portion of the Performance Units that is tied to the TSR Goal (i.e., 75% of the Performance Units awarded under this Agreement), the number of shares of Common Stock you receive in settlement of your vested Performance Units shall be reduced to the extent necessary so that the fair market value of the Performance Units tied to TSR at vesting does not exceed the product of (i) the fair market value of a share of Common Stock on the Award Date multiplied by (ii) 400% multiplied by (iii) 75% of the Performance Units subject to this Award at Target (except that the 400% cap shall not apply upon the occurrence of a Change in Control).
Distribution of Shares of Common Stock. When the Performance Units vest either (i) upon certification by the Compensation Committee of the achievement of one or both of the Performance Goals at the end of the Performance Period or (ii) in connection with a Change in Control (as set forth in Section 4 above), the number of shares of Common Stock equal to such vested Performance Units shall be distributed as soon as practicable after the date of vesting to you (or your beneficiary(ies) or personal representative, if you are deceased). Distributions shall be made in shares of Common Stock, with fractional shares rounded up to the nearest whole share. An amount payable on a date specified above shall be paid as soon as administratively feasible after such date. The payment date may be postponed further if calculation of the amount of the payment is not administratively practicable due to events beyond your control, and the payment is made in the first calendar year in which the calculation of the amount of the payment is administratively practicable.
Distribution of Shares of Common Stock. The Company will deliver to you a number of shares of Common Stock equal to the number of vested shares of Common Stock subject to your Award on the vesting date or dates provided in your Grant Notice.
