Dividend Equivalent Payments. (a) If, on the date the Company pays a dividend in cash with respect to the outstanding shares of the Common Stock (a “Cash Dividend”), the Executive (i) is employed by the Company or a subsidiary of the Company as a common law employee and (ii) holds any Deferred Stock Units granted under this Agreement, then the Company will credit to the Executive’s bookkeeping ledger account an amount equal to the product of (x) the Deferred Stock Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (y) the amount of the Cash Dividend paid per share of the Common Stock (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become payable upon the same terms and at the same time as the Deferred Stock Units to which they relate. The Company shall pay to the Executive, in cash, an amount equal to the accrued Dividend Equivalents with respect to the Executive’s Deferred Stock Units, which payment shall be included in the Executive’s regular payroll check for the period covering the date any Forfeiture Restrictions applicable to that Deferred Stock Unit lapse. Dividend Equivalent payments will be subject to tax withholding as further described in Section 8 below. (b) If during the period the Executive holds any Deferred Stock Units granted under this Agreement the Company pays a dividend in shares of the Common Stock with respect to the outstanding shares of the Common Stock, then the Company will increase the Deferred Stock Units awarded hereby that have not then been forfeited to or exchanged by the Company for shares of the Common Stock by an amount equal to the product of (i) the Deferred Stock Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (ii) the number of shares of the Common Stock paid by the Company per share of the Common Stock (collectively, the “Stock Dividend Deferred Stock Units”). Each Stock Dividend Deferred Stock Unit will be subject to same Forfeiture Restrictions and other restrictions, limitations and conditions applicable to the Deferred Stock Unit for which such Stock Dividend Deferred Stock Unit was awarded and will be exchanged for shares of the Common Stock at the same time and on the same basis as such Deferred Stock Unit.
Appears in 4 contracts
Samples: Deferred Stock Unit Award Agreement (Mens Wearhouse Inc), Deferred Stock Unit Award Agreement (Mens Wearhouse Inc), Deferred Stock Unit Award Agreement (Mens Wearhouse Inc)
Dividend Equivalent Payments. (a) If the Executive satisfies the substantial risk of forfeiture set forth in (i) and (ii) of this subsection (a) then the Executive shall be entitled to receive the Dividend Equivalents described in this subsection (a). If, on the date the Company pays a dividend in cash with respect to the outstanding shares of the Common Stock (a “Cash Dividend”), the Executive (i) is employed by the Company or a subsidiary of the Company as a common law employee and (ii) holds any Deferred Stock Units granted under this Agreement, then the Company will credit pay to the Executive’s bookkeeping ledger account Executive an amount equal to the product of (x) the Deferred Stock Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (y) the amount of the Cash Dividend paid per share of the Common Stock (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become payable upon the same terms and at the same time as the Deferred Stock Units to which they relate. The Company shall pay currently (and in no case later than the end of the calendar year in which the Cash Dividend is paid to the Executiveholders of the Common Stock or, if later, the 15th day of the third month following the date the Cash Dividend is paid to the holders of the Common Stock), in cash, an amount equal to the accrued Dividend Equivalents with respect to the Executive’s Deferred Stock Units, which payment shall be included in the Executive’s regular payroll check for the period covering the date any Forfeiture Restrictions applicable to that Deferred Stock Unit lapse. Dividend Equivalent payments will be subject to tax withholding as further described in Section 8 below.
(b) If during the period the Executive holds any Deferred Stock Units granted under this Agreement the Company pays a dividend in shares of the Common Stock with respect to the outstanding shares of the Common Stock, then the Company will increase the Deferred Stock Units awarded hereby that have not then been forfeited to or exchanged by the Company for shares of the Common Stock by an amount equal to the product of (i) the Deferred Stock Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (ii) the number of shares of the Common Stock paid by the Company per share of the Common Stock (collectively, the “Stock Dividend Deferred Stock Units”). Each Stock Dividend Deferred Stock Unit will be subject to same Forfeiture Restrictions and other restrictions, limitations and conditions applicable to the Deferred Stock Unit for which such Stock Dividend Deferred Stock Unit was awarded and will be exchanged for shares of the Common Stock at the same time and on the same basis as such Deferred Stock Unit.
Appears in 3 contracts
Samples: Deferred Stock Unit Award Agreement (Mens Wearhouse Inc), Deferred Stock Unit Award Agreement (Mens Wearhouse Inc), Deferred Stock Unit Award Agreement (Mens Wearhouse Inc)
Dividend Equivalent Payments. (a) If, during the period beginning on the Grant Date and ending on the date on which any Deferred Stock Units are to be settled pursuant to the applicable provisions of this Award Agreement (the “Applicable Dividend Period”), the Company pays a dividend any dividends in cash with respect to the outstanding shares of the Common Stock (a “Cash Dividend”), then, upon the Executive (i) is employed by the Company or a subsidiary settlement of the Company as a common law employee and (ii) holds any vested Deferred Stock Units granted under this AgreementUnits, then the Company will credit Participant shall also be entitled to the Executive’s bookkeeping ledger account receive a cash payment in an amount equal to the product of (xa) the number of shares of Stock to be issued upon such settlement of the Deferred Stock Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock Units; and (yb) the aggregate amount of the Cash Dividend Dividends paid per share of Stock during the Common Stock Applicable Dividend Period (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become be payable upon by the same terms and Company at the same time as the Deferred Stock Units to which they relate. The Company shall pay relate are settled pursuant to the Executive, in cash, an amount equal to the accrued Dividend Equivalents with respect to the Executive’s Deferred Stock Units, which payment shall be included in the Executive’s regular payroll check for the period covering the date any Forfeiture Restrictions applicable to that Deferred Stock Unit lapse. Dividend Equivalent payments will be subject to tax withholding as further described in Section 8 belowprovisions of this Award Agreement.
(b) If during the period the Executive holds any Deferred Stock Units granted under this Agreement Applicable Dividend Period the Company pays a dividend any dividends in shares of the Common Stock with respect to the outstanding shares of the Common Stock, then then, the Company will increase the number of Deferred Stock Units awarded hereby that have not then been forfeited to or exchanged by the Company for shares of the Common Stock granted hereunder by an amount equal to the product of (i) the Deferred Stock Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (iia) the number of shares of Stock to be issued in exchange for the Common then outstanding Deferred Stock Units; and (b) the number of shares of Stock paid by the Company per share of the Common Stock (collectively, the “Stock Dividend Deferred Stock Units”). Each Stock Dividend Deferred Stock Unit will be subject to the same Forfeiture Restrictions and other restrictions, limitations terms and conditions applicable to the Deferred Stock Unit for which such Stock Dividend Deferred Stock Unit was awarded and will be exchanged for shares settled pursuant to the applicable provisions of the Common Stock this Award Agreement at the same time and on the same basis as such Deferred Stock Unit.
Appears in 3 contracts
Samples: Deferred Stock Unit Award Agreement (State Auto Financial CORP), Deferred Stock Unit Award Agreement (State Auto Financial CORP), Deferred Stock Unit Award Agreement (State Auto Financial CORP)
Dividend Equivalent Payments. (a) If, on If during the date period the Director holds any Deferred Stock Units granted under this Agreement the Company pays a dividend in cash with respect to the outstanding shares of the Common Stock (a “Cash Dividend”), the Executive (i) is employed by the Company or a subsidiary of the Company as a common law employee and (ii) holds any Deferred Stock Units granted under this Agreement, then the Company will credit to the ExecutiveDirector’s bookkeeping ledger account an amount equal to the product of (xa) the Deferred Stock Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (yb) the amount of the Cash Dividend paid per share of the Common Stock (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become payable upon the same terms and at the same time as the Deferred Stock Units to which they relate. The Company shall pay to the ExecutiveDirector, in cash, an amount equal to the accrued Dividend Equivalents with respect to the ExecutiveDirector’s Deferred Stock Units, which payment shall be included in paid as soon as practicable after the Executive’s regular payroll check for the period covering the date any Forfeiture Restrictions applicable lapse as to that the Deferred Stock Unit lapse. Dividend Equivalent payments will be subject Units to tax withholding as further described in Section 8 belowwhich they relate.
(b) If during the period the Executive Director holds any Deferred Stock Units granted under this Agreement the Company pays a dividend in shares of the Common Stock with respect to the outstanding shares of the Common Stock, then the Company will increase the Deferred Stock Units awarded hereby that have not then been forfeited to or exchanged by the Company for shares of the Common Stock by an amount equal to the product of (ia) the Deferred Stock Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (iib) the number of shares of the Common Stock paid by the Company per share of the Common Stock (collectively, the “Stock Dividend Deferred Stock Units”). Each Stock Dividend Deferred Stock Unit will be subject to same Forfeiture Restrictions and other restrictions, limitations and conditions applicable to the Deferred Stock Unit for which such Stock Dividend Deferred Stock Unit was awarded and will be exchanged for shares of the Common Stock at the same time and on the same basis as such Deferred Stock Unit.
Appears in 2 contracts
Samples: Deferred Stock Unit Award Agreement (Mens Wearhouse Inc), Deferred Stock Unit Award Agreement (Mens Wearhouse Inc)
Dividend Equivalent Payments. (a) If, on the date the Company pays a dividend in cash with respect to the outstanding shares of the Common Stock (a “Cash Dividend”), the Executive (i) is employed by the Company or a subsidiary of the Company as a common law employee and (ii) holds any Deferred Stock Units granted under this Agreement, then the Company will credit to the Executive’s bookkeeping ledger account an amount equal to the product of (x) the Deferred Stock Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (y) the amount of the Cash Dividend paid per share of the Common Stock (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become payable upon the same terms and at the same time as the Deferred Stock Units to which they relate. The Company shall pay to the Executive, in cash, an amount equal to the accrued Dividend Equivalents with respect to the Executive’s Deferred Stock Units, which payment shall be included in the Executive’s regular payroll check for the period covering the date any the Forfeiture Restrictions applicable to that Deferred Stock Unit lapse. Dividend Equivalent payments will be subject to tax withholding as further described in Section 8 below.
(b) If during the period the Executive holds any Deferred Stock Units granted under this Agreement the Company pays a dividend in shares of the Common Stock with respect to the outstanding shares of the Common Stock, then the Company will increase the Deferred Stock Units awarded hereby that have not then been forfeited to or exchanged by the Company for shares of the Common Stock by an amount equal to the product of (i) the Deferred Stock Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (ii) the number of shares of the Common Stock paid by the Company per share of the Common Stock (collectively, the “Stock Dividend Deferred Stock Units”). Each Stock Dividend Deferred Stock Unit will be subject to same Forfeiture Restrictions and other restrictions, limitations and conditions applicable to the Deferred Stock Unit for which such Stock Dividend Deferred Stock Unit was awarded and will be exchanged for shares of the Common Stock at the same time and on the same basis as such Deferred Stock Unit.
Appears in 2 contracts
Samples: Deferred Stock Unit Award Agreement (Mens Wearhouse Inc), Deferred Stock Unit Award Agreement (Mens Wearhouse Inc)
Dividend Equivalent Payments. (a) If, on the date the Company pays a dividend in cash with respect to the outstanding shares of the Common Stock (a “Cash Dividend”), the Executive (i) is employed by the Company or a subsidiary of the Company as a common law employee and (ii) holds any Deferred Stock Units granted under this Agreement, then the Company will credit to the Executive’s bookkeeping ledger account an amount equal to the product of (x) the Deferred Stock Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (y) the amount of the Cash Dividend paid per share of the Common Stock (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become payable upon the same terms and at the same time as the Deferred Stock Units to which they relate. The Company shall pay to the Executive, in cash, an amount equal to the accrued Dividend Equivalents with respect to the Executive’s Deferred Stock Units, which payment shall be included in the Executive’s regular payroll check for the period covering the date any the Forfeiture Restrictions applicable to that Deferred Stock Unit lapselapse or such later date described in Section 6(c) and (d) of this Agreement. Dividend Equivalent payments will be subject to tax withholding as further described in Section 8 below.
(b) If during the period the Executive holds any Deferred Stock Units granted under this Agreement the Company pays a dividend in shares of the Common Stock with respect to the outstanding shares of the Common Stock, then the Company will increase the Deferred Stock Units awarded hereby that have not then been forfeited to or exchanged by the Company for shares of the Common Stock by an amount equal to the product of (i) the Deferred Stock Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (ii) the number of shares of the Common Stock paid by the Company per share of the Common Stock (collectively, the “Stock Dividend Deferred Stock Units”). Each Stock Dividend Deferred Stock Unit will be subject to same Forfeiture Restrictions and other restrictions, limitations and conditions applicable to the Deferred Stock Unit for which such Stock Dividend Deferred Stock Unit was awarded and will be exchanged for shares of the Common Stock at the same time and on the same basis as such Deferred Stock Unit.
Appears in 1 contract
Samples: Deferred Stock Unit Award Agreement (Mens Wearhouse Inc)
Dividend Equivalent Payments. (a) If, during the period beginning on the Grant Date and ending on the date on which any shares of Restricted Stock are to be settled pursuant to Section 10 of this Award Agreement (the “Applicable Dividend Period”), the Company pays a dividend any dividends in cash with respect to the outstanding shares of the Common Stock (a “Cash Dividend”), then upon the Executive (i) is employed by settlement of vested Restricted Stock, the Company or Participant shall also be entitled to receive a subsidiary of the Company as a common law employee and (ii) holds any Deferred Stock Units granted under this Agreement, then the Company will credit to the Executive’s bookkeeping ledger account cash payment in an amount equal to the product of (xa) the Deferred Stock Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for number of shares of Stock to be settled in the Common Stock brokerage account upon such settlement of the Restricted Stock; and (yb) the aggregate amount of the Cash Dividend Dividends paid per share of Stock during the Common Stock Applicable Dividend Period (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become be payable upon by the same terms and Company at the same time as the Deferred Restricted Stock Units to which they relate. The Company shall pay relate are settled pursuant to the ExecutiveSection 10 of this Award Agreement.If, in cash, an amount equal to the accrued Dividend Equivalents with respect to the Executive’s Deferred Stock Units, which payment shall be included in the Executive’s regular payroll check for the period covering the date any Forfeiture Restrictions applicable to that Deferred Stock Unit lapse. Dividend Equivalent payments will be subject to tax withholding as further described in Section 8 below.
(b) If during the period the Executive holds any Deferred Stock Units granted under this Agreement Applicable Dividend Period, the Company pays a dividend any dividends in shares of the Common Stock with respect to the outstanding shares of the Common Stock, then then, the Company will increase the Deferred Stock Units awarded hereby that have not then been forfeited to or exchanged by the Company for number of shares of the Common Restricted Stock granted hereunder by an amount equal to the product of (i) the Deferred Stock Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (iia) the number of shares of Restricted Stock; and (b) the Common number of shares of Stock paid by the Company per share of the Common Stock (collectively, the “Stock Dividend Deferred Stock UnitsAdditional Restricted Stock”). Each share of Additional Restricted Stock Dividend Deferred Stock Unit will be subject to the same Forfeiture Restrictions and other restrictions, limitations terms and conditions applicable to the Deferred Restricted Stock Unit for which such share of Additional Restricted Stock Dividend Deferred Stock Unit was awarded and will be exchanged for shares settled pursuant to Section 10 of the Common Stock this Award Agreement at the same time and on the same basis as such Deferred Stock UnitRestricted Stock.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (State Auto Financial CORP)
Dividend Equivalent Payments. (a) If, during the period beginning on the Grant Date and ending on the date on which any shares of Restricted Stock are to be settled pursuant to Section 6 of this Award Agreement (the “Applicable Dividend Period”), the Company pays a dividend any dividends in cash with respect to the outstanding shares of the Common Stock (a “Cash Dividend”), then upon the Executive (i) is employed by settlement of vested Restricted Stock, the Company or Employee shall also be entitled to receive a subsidiary of the Company as a common law employee and (ii) holds any Deferred Stock Units granted under this Agreement, then the Company will credit to the Executive’s bookkeeping ledger account cash payment in an amount equal to the product of (xa) the Deferred Stock Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for number of shares of Stock to be issued upon such settlement of the Common Stock Restricted Stock; and (yb) the aggregate amount of the Cash Dividend Dividends paid per share of Stock during the Common Stock Applicable Dividend Period (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become be payable upon by the same terms and Company at the same time as the Deferred Restricted Stock Units to which they relaterelate are settled pursuant to Section 6 of this Award Agreement. The Company shall pay to the ExecutiveIf, in cash, an amount equal to the accrued Dividend Equivalents with respect to the Executive’s Deferred Stock Units, which payment shall be included in the Executive’s regular payroll check for the period covering the date any Forfeiture Restrictions applicable to that Deferred Stock Unit lapse. Dividend Equivalent payments will be subject to tax withholding as further described in Section 8 below.
(b) If during the period the Executive holds any Deferred Stock Units granted under this Agreement Applicable Dividend Period, the Company pays a dividend any dividends in shares of the Common Stock with respect to the outstanding shares of the Common Stock, then then, the Company will increase the Deferred Stock Units awarded hereby that have not then been forfeited to or exchanged by the Company for number of shares of the Common Restricted Stock granted hereunder by an amount equal to the product of (i) the Deferred Stock Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (iia) the number of shares of Restricted Stock; and (b) the Common number of shares of Stock paid by the Company per share of the Common Stock (collectively, the “Stock Dividend Deferred Stock UnitsAdditional Restricted Stock”). Each share of Additional Restricted Stock Dividend Deferred Stock Unit will be subject to the same Forfeiture Restrictions and other restrictions, limitations terms and conditions applicable to the Deferred Restricted Stock Unit for which such share of Additional Restricted Stock Dividend Deferred Stock Unit was awarded and will be exchanged for shares settled pursuant to Section 6 of the Common Stock this Award Agreement at the same time and on the same basis as such Deferred Stock UnitRestricted Stock.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Tailored Brands Inc)
Dividend Equivalent Payments. (a) If, during the period beginning on the Grant Date and ending on the date on which any Deferred Stock Units are to be settled pursuant to the applicable provisions of this Award Agreement (the “Applicable Dividend Period”), the Company pays a dividend any dividends in cash with respect to the outstanding shares of the Common Stock (a “Cash Dividend”), then, upon the Executive (i) is employed by the Company or a subsidiary settlement of the Company as a common law employee and (ii) holds any vested Deferred Stock Units granted under this AgreementUnits, then the Company will credit Employee shall also be entitled to the Executive’s bookkeeping ledger account receive a cash payment in an amount equal to the product of (xa) the number of shares of Stock to be issued upon such settlement of the Deferred Stock Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock Units; and (yb) the aggregate amount of the Cash Dividend Dividends paid per share of Stock during the Common Stock Applicable Dividend Period (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become be payable upon by the same terms and Company at the same time as the Deferred Stock Units to which they relate. The Company shall pay relate are settled pursuant to the Executive, in cash, an amount equal to the accrued Dividend Equivalents with respect to the Executive’s Deferred Stock Units, which payment shall be included in the Executive’s regular payroll check for the period covering the date any Forfeiture Restrictions applicable to that Deferred Stock Unit lapseprovisions of this Award Agreement. Dividend Equivalent payments will be subject to tax withholding as further described in Section 8 below.
(b) If during the period the Executive holds any Deferred Stock Units granted under this Agreement Applicable Dividend Period the Company pays a dividend any dividends in shares of the Common Stock with respect to the outstanding shares of the Common Stock, then then, the Company will increase the number of Deferred Stock Units awarded hereby that have not then been forfeited to or exchanged by the Company for shares of the Common Stock granted hereunder by an amount equal to the product of (i) the Deferred Stock Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (iia) the number of shares of Stock to be issued in exchange for the Common then outstanding Deferred Stock Units; and (b) the number of shares of Stock paid by the Company per share of the Common Stock (collectively, the “Stock Dividend Deferred Stock Units”). Each Stock Dividend Deferred Stock Unit will be subject to the same Forfeiture Restrictions and other restrictions, limitations terms and conditions applicable to the Deferred Stock Unit for which such Stock Dividend Deferred Stock Unit was awarded and will be exchanged for shares settled pursuant to the applicable provisions of the Common Stock this Award Agreement at the same time and on the same basis as such Deferred Stock Unit.
Appears in 1 contract
Samples: Deferred Stock Unit Award Agreement (Tailored Brands Inc)
Dividend Equivalent Payments. (a) If, during the period beginning on the Grant Date and ending on the date on which any shares of Restricted Stock are to be settled pursuant to Section 7 of this Award Agreement (the “Applicable Dividend Period”), the Company pays a dividend any dividends in cash with respect to the outstanding shares of the Common Stock (a “Cash Dividend”), then upon the Executive (i) is employed by settlement of vested Restricted Stock, the Company or Participant shall also be entitled to receive a subsidiary of the Company as a common law employee and (ii) holds any Deferred Stock Units granted under this Agreement, then the Company will credit to the Executive’s bookkeeping ledger account cash payment in an amount equal to the product of (xa) the Deferred Stock Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for number of shares of Stock to be settled in the Common Stock brokerage account upon such settlement of the Restricted Stock; and (yb) the aggregate amount of the Cash Dividend Dividends paid per share of Stock during the Common Stock Applicable Dividend Period (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become be payable upon by the same terms and Company at the same time as the Deferred Restricted Stock Units to which they relate. The Company shall pay relate are settled pursuant to the ExecutiveSection 7 of this Award Agreement.If, in cash, an amount equal to the accrued Dividend Equivalents with respect to the Executive’s Deferred Stock Units, which payment shall be included in the Executive’s regular payroll check for the period covering the date any Forfeiture Restrictions applicable to that Deferred Stock Unit lapse. Dividend Equivalent payments will be subject to tax withholding as further described in Section 8 below.
(b) If during the period the Executive holds any Deferred Stock Units granted under this Agreement Applicable Dividend Period, the Company pays a dividend any dividends in shares of the Common Stock with respect to the outstanding shares of the Common Stock, then then, the Company will increase the Deferred Stock Units awarded hereby that have not then been forfeited to or exchanged by the Company for number of shares of the Common Restricted Stock granted hereunder by an amount equal to the product of (i) the Deferred Stock Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (iia) the number of shares of Restricted Stock; and (b) the Common number of shares of Stock paid by the Company per share of the Common Stock (collectively, the “Stock Dividend Deferred Stock UnitsAdditional Restricted Stock”). Each share of Additional Restricted Stock Dividend Deferred Stock Unit will be subject to the same Forfeiture Restrictions and other restrictions, limitations terms and conditions applicable to the Deferred Restricted Stock Unit for which such share of Additional Restricted Stock Dividend Deferred Stock Unit was awarded and will be exchanged for shares settled pursuant to Section 7 of the Common Stock this Award Agreement at the same time and on the same basis as such Deferred Stock UnitRestricted Stock.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (State Auto Financial CORP)
Dividend Equivalent Payments. (a) If, on the date the Company pays a dividend in cash with respect to the outstanding shares of the Common Stock (a “Cash Dividend”), the Executive Employee (i) is employed by the Company or a subsidiary of the Company as a common law employee and (ii) holds any Deferred Stock Units granted under this Agreement, then the Company will credit to the ExecutiveEmployee’s bookkeeping ledger account an amount equal to the product of (x) the Deferred Stock Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (y) the amount of the Cash Dividend paid per share of the Common Stock (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become payable upon the same terms and at the same time as the Deferred Stock Units to which they relate. The Company shall pay to the ExecutiveEmployee, in cash, an amount equal to the accrued Dividend Equivalents with respect to the ExecutiveEmployee’s Deferred Stock Units, which payment shall be included in the ExecutiveEmployee’s regular payroll check for the period covering the date any the Forfeiture Restrictions applicable to that Deferred Stock Unit lapselapse or such later date described in Section 6(c) and (d) of this Agreement, if applicable to the Employee. Dividend Equivalent payments will be subject to tax withholding as further described in Section 8 9 below.
(b) If during the period the Executive Employee holds any Deferred Stock Units granted under this Agreement the Company pays a dividend in shares of the Common Stock with respect to the outstanding shares of the Common Stock, then the Company will increase the Deferred Stock Units awarded hereby that have not then been forfeited to or exchanged by the Company for shares of the Common Stock by an amount equal to the product of (i) the Deferred Stock Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (ii) the number of shares of the Common Stock paid by the Company per share of the Common Stock (collectively, the “Stock Dividend Deferred Stock Units”). Each Stock Dividend Deferred Stock Unit will be subject to same Forfeiture Restrictions and other restrictions, limitations and conditions applicable to the Deferred Stock Unit for which such Stock Dividend Deferred Stock Unit was awarded and will be exchanged for shares of the Common Stock at the same time and on the same basis as such Deferred Stock Unit.
Appears in 1 contract
Samples: Deferred Stock Unit Award Agreement (Tailored Brands Inc)
Dividend Equivalent Payments. (a) IfOn each Common Share Dividend Payment Date in respect of which a Common Share Dividend Record Date occurs from the date hereof to but excluding the Acquisition Closing Date, or to and including the Termination Date, as applicable, the Subscription Receipt Agent shall pay to Receiptholders of record on the date the Company pays a dividend Common Share Dividend Record Date relating to such Common Share Dividend Payment Date, if any, an amount in cash with in respect to the outstanding shares of the Common Stock (a “Cash Dividend”), the Executive (i) each of their Subscription Receipts that is employed by the Company or a subsidiary of the Company as a common law employee and (ii) holds any Deferred Stock Units granted under this Agreement, then the Company will credit to the Executive’s bookkeeping ledger account an amount equal to the product of Common Share Dividend payable per Common Share on such Common Share Dividend Payment Date (x) the Deferred Stock Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (y) the amount of the Cash Dividend paid per share of the Common Stock (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become payable upon the same terms and at the same time as the Deferred Stock Units to which they relate. The Company shall pay to the Executiveor, in cashthe event that the Termination Time occurs, an amount equal to within the accrued Dividend Equivalents with respect to the Executive’s Deferred Stock Units, which payment shall be included in the Executive’s regular payroll check for the period covering the date any Forfeiture Restrictions applicable to that Deferred Stock Unit lapse. Dividend Equivalent payments will be subject to tax withholding as further described in timeframe specified by Section 8 below3.3(a)(ii)).
(b) If during the period the Executive holds any Deferred Stock Units granted under this Agreement the Company pays Termination Date occurs after a dividend in shares of Common Share Dividend Declaration Date but before the Common Stock with respect to the outstanding shares of Share Dividend Record Date for the Common StockShare Dividend declared on such Common Share Dividend Declaration Date, then the Company will increase Subscription Receipt Agent shall pay to Receiptholders of record on the Deferred Stock Units awarded hereby that have not then been forfeited to or exchanged by the Company for shares of the Common Stock by Termination Date, an amount in respect of each of their Subscription Receipts that is equal to the product of Common Share Dividend payable per Common Share on such Common Share Dividend Payment Date multiplied by a fraction equal to: (i) the Deferred Stock Units awarded hereby that have not been forfeited to number of days from, and including, the Company or exchanged by the Company for shares date of the Common Stock and prior Dividend Equivalent Payment (or, if none, the date of this Agreement) to, but excluding, the Termination Date; over (ii) the number of shares days from, and including, the date of the prior Dividend Equivalent Payment (or, if none, the prior Common Share Dividend Payment Date) to, but excluding, the Common Share Dividend Payment Date in respect of such Common Share Dividend.
(c) Amounts to be paid to Receiptholders by the Subscription Receipt Agent pursuant to Section 2.3(a) and Section 2.3(b) (each such amount, a “Dividend Equivalent Payment”) shall be paid (and shall be deemed to be paid) first pro rata, from any Earned Interest that has been received or credited on the Escrowed Funds up to the applicable Common Share Dividend Payment Date, and any remaining balance shall be paid as a refund of the Subscription Price out of the Escrowed Funds.
(d) The Receiptholder of record on any Common Share Dividend Record Date shall be entitled to receive the Dividend Equivalent Payment in respect of such Common Share Dividend Record Date on the applicable Common Share Dividend Payment Date notwithstanding any transfer or exchange of its Subscription Receipts subsequent to such Common Share Dividend Record Date and prior to such Common Share Dividend Payment Date.
(e) The obligation to pay the Dividend Equivalent Payment shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) by the use of the large value electronic money transfer system operated by the Canadian Payments Association and any successor thereto (“LVTS”), to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of Dividend Equivalent Payments shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Calgary time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent to pay any Dividend Equivalent Payment, unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholder.
(f) If the date for any payment of a Dividend Equivalent Payment is not a Business Day, then payment thereof shall be made on the next Business Day and the Receiptholder will not be entitled to any interest on the amount so payable in respect of the period from the date for payment to such next Business Day.
(g) The Subscription Receipt Agent shall be entitled to deduct and withhold, from any Dividend Equivalent Payment, such amount as the Subscription Receipt Agent is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(h) For greater certainty, if:
(i) the Acquisition Closing Time occurs prior to the Termination Time, and the Common Shares are issued to the holders in accordance with Section 3.2, or
(ii) the Termination Date occurs and the Subscription Price is repaid in respect of all Subscription Receipts pursuant to Section 3.3(a)(ii)(A), and the applicable unpaid Dividend Equivalent Payment, if any, is paid to all former Receiptholders pursuant to Section 3.3(a)(ii)(B), any Escrowed Funds or other monies held by the Subscription Receipt Agent pursuant hereto after all cheques, wire transfers or LVTS for such amounts have been mailed or delivered, as the case may be, and the Escrowed Underwriters’ Fee has been paid (as applicable) as set forth in Section 2.2(g), shall be delivered to the Corporation as soon as reasonably practicable thereafter.
(i) The Corporation shall provide notice to the Subscription Receipt Agent of each Common Share Dividend Payment Date, Common Share Dividend Declaration Date and Common Share Dividend Record Date concurrently with the provision of notice thereof to the transfer agent of the Corporation for the Common Shares, together with an authorization to release such Escrowed Funds as are sufficient to pay such Dividend Equivalent Payments; provided that notice shall hereby be deemed to have been given in respect of the deemed April 15, 2016 Common Share Dividend Record Date and of the Common Stock paid by Share Dividend Payment Date of April 29, 2016 in connection with which the Company Subscription Receipt Agent is hereby authorized to pay on April 29, 2016 a Dividend Equivalent Payment of $0.565 per share Subscription Receipt to Receiptholders of the Common Stock (collectivelyrecord on April 15, the “Stock Dividend Deferred Stock Units”). Each Stock Dividend Deferred Stock Unit will be subject to same Forfeiture Restrictions and other restrictions, limitations and conditions applicable to the Deferred Stock Unit for which such Stock Dividend Deferred Stock Unit was awarded and will be exchanged for shares of the Common Stock at the same time and on the same basis as such Deferred Stock Unit2016.
Appears in 1 contract
Dividend Equivalent Payments. (a) If, during the period beginning on the date Grant Date and ending on [ · ], 20[ · ], the Company pays a dividend any dividends in cash with respect to the outstanding shares of the Common Stock (a “Cash Dividend”), and on the payment date of any such dividend the Executive (i) is employed by the Company or a subsidiary of the Company as a common law employee and (ii) holds any Deferred Stock Performance Units granted under this Agreement, then the Company will credit to the Executive’s bookkeeping ledger account an amount equal to the product of (x) the Deferred Stock Agreement and such Performance Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for shares of Common Stock, then when the Forfeiture Restrictions related to such Performance Units shall lapse in accordance with the terms of Section 6 of this Agreement, the Executive shall also be entitled to receive an amount equal to the product of (x) the number of shares of Common Stock to be issued in exchange for the Performance Units awarded hereby (calculated in accordance with the terms of Section 6 of this Agreement) and (y) the aggregate amount of the Cash Dividend Dividends paid per share of the Common Stock during the period beginning on the Grant Date and ending on [ · ], 20[ · ] (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become payable upon the same terms and at the same time as the Deferred Stock Performance Units to which they relate. The Company shall pay to the Executive, in cash, an amount equal to the accrued Dividend Equivalents with respect to the Executive’s Deferred Stock Performance Units, which payment shall be included in the Executive’s regular payroll check for the period covering the date any Forfeiture Restrictions applicable to that Deferred Stock Performance Unit lapselapse or such later date described in Section 6(d) and (f) of this Agreement. Dividend Equivalent payments will be subject to tax withholding as further described in Section 8 below.
(b) If during the period the Executive holds any Deferred Stock Performance Units granted under this Agreement the Company pays a dividend in shares of the Common Stock with respect to the outstanding shares of the Common Stock, then the Company will increase the Deferred number of shares of Common Stock to be issued in exchange for the Performance Units awarded hereby that have not then been forfeited to or exchanged by the Company for shares of the Common Stock by an amount equal to the product of (i) the Deferred number of shares of Common Stock to be issued in exchange for the Performance Units awarded hereby that have not been forfeited to (calculated in accordance with the Company or exchanged by the Company for shares terms of the Common Stock Section 6 of this Agreement) and (ii) the number of shares of the Common Stock paid by the Company per share of the Common Stock (collectively, the “Stock Dividend Deferred Stock Performance Units”). Each Stock Dividend Deferred Stock Performance Unit will be subject to the same Forfeiture Restrictions and other restrictions, limitations and conditions applicable to the Deferred Stock Performance Unit for which such Stock Dividend Deferred Stock Performance Unit was awarded and will be exchanged for shares of the Common Stock at the same time and on the same basis as such Deferred Stock Performance Unit.
Appears in 1 contract
Samples: Performance Unit Award Agreement (Tailored Brands Inc)
Dividend Equivalent Payments. (a) IfOn each Common Share Dividend Payment Date in respect of which a Common Share Dividend Record Date occurs during the period from the date hereof to, but excluding, the Acquisition Closing Date or to, and including, the Termination Date, as applicable, the Subscription Receipt Agent shall pay to Receiptholders of record on the date the Company pays a dividend Common Share Dividend Record Date in cash with respect of such Common Share Dividend, if any, an amount in cash, in respect of each Subscription Receipt held by such Receiptholder, equal to the outstanding shares Common Share Dividend payable per Common Share on such Common Share Dividend Payment Date (or, in the event that the Termination Time occurs, within the timeframe specified by Section 3.3(a)(ii)), provided that, for greater certainty, Receiptholders shall not be entitled to any Dividend Equivalent Payment in respect of the $0.6675 Common Share Dividend payable on the Common Share Dividend Payment Date of December 29, 2023 in respect of the Common Stock (a “Cash Dividend”)Share Dividend Record Date of December 15, the Executive (i) is employed by the Company or a subsidiary of the Company as a common law employee and (ii) holds any Deferred Stock Units granted under this Agreement, then the Company will credit to the Executive’s bookkeeping ledger account an amount equal to the product of (x) the Deferred Stock Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (y) the amount of the Cash Dividend paid per share of the Common Stock (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become payable upon the same terms and at the same time as the Deferred Stock Units to which they relate. The Company shall pay to the Executive, in cash, an amount equal to the accrued Dividend Equivalents with respect to the Executive’s Deferred Stock Units, which payment shall be included in the Executive’s regular payroll check for the period covering the date any Forfeiture Restrictions applicable to that Deferred Stock Unit lapse. Dividend Equivalent payments will be subject to tax withholding as further described in Section 8 below2023.
(b) If during the period the Executive holds any Deferred Stock Units granted under this Agreement the Company pays Termination Date occurs after a dividend in shares of Common Share Dividend Declaration Date but before the Common Stock with respect to the outstanding shares of Share Dividend Record Date for the Common StockShare Dividend declared on such Common Share Dividend Declaration Date, then the Company will increase Subscription Receipt Agent shall pay to Receiptholders of record on the Deferred Stock Units awarded hereby that have not then been forfeited to or exchanged by the Company for shares of the Common Stock by Termination Date an amount in cash, in respect of each Subscription Receipt held by such Receiptholder, equal to the product of Common Share Dividend payable per Common Share on such Common Share Dividend Payment Date multiplied by a fraction equal to: (i) the Deferred Stock Units awarded hereby that have not been forfeited to number of days from, and including, the Company or exchanged by the Company for shares date of the Common Stock and prior Dividend Equivalent Payment (or, if none, the date of this Agreement) to, but excluding, the Termination Date; divided by (ii) the number of shares days from, and including, the date of the prior Dividend Equivalent Payment (or, if none, the prior Common Stock Share Dividend Payment Date) to, but excluding, the Common Share Dividend Payment Date in respect of such Common Share Dividend.
(c) Amounts to be paid to Receiptholders by the Company per share Subscription Receipt Agent pursuant to Section 2.3(a) and Section 2.3(b) (each, a “Dividend Equivalent Payment”) shall be paid (and shall be deemed to be paid) first pro rata from any Earned Interest that has been received or credited on the Escrowed Funds up to, and including, the applicable Common Share Dividend Payment Date and any remaining balance shall be paid as a refund of the Common Stock Subscription Price out of the Escrowed Funds.
(collectivelyd) Subject to Section 2.3(a), the “Stock Receiptholder of record on any Common Share Dividend Deferred Stock Units”)Record Date shall be entitled to receive the Dividend Equivalent Payment in respect of such Common Share Dividend on the applicable Common Share Dividend Payment Date notwithstanding any transfer or exchange of such Receiptholder’s Subscription Receipts subsequent to such Common Share Dividend Record Date and prior to such Common Share Dividend Payment Date.
(e) The obligation to pay the Dividend Equivalent Payment shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) by the use of the LVTS, to the Receiptholder at its registered address. Each Stock For so long as CDS is the sole registered Receiptholder, all payments of Dividend Deferred Stock Unit Equivalent Payments shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three (3) Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Calgary time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay any Dividend Equivalent Payment, unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation, and (ii) in the case of payment by wire transfer or LVTS, such transfer is not received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholder.
(f) If the date for any payment of a Dividend Equivalent Payment is not a Business Day, then payment thereof shall be made on the next Business Day and the Receiptholder will not be entitled to any interest on the amount so payable in respect of the period from the date for payment to the next Business Day.
(g) Notwithstanding any provision of this Agreement to the contrary, the Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any Dividend Equivalent Payment such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to (or directed to) deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case as amended or succeeded, and subject to same Forfeiture Restrictions the provisions of any applicable income tax treaty between Canada and other restrictionsthe jurisdiction where the Receiptholder is resident. To the extent that amounts are so withheld, limitations and conditions applicable such withheld amounts shall be treated for all purposes as having been paid to the Deferred Stock Unit Receiptholder, provided that such withheld amounts are remitted in accordance with applicable law to the applicable taxing authority.
(h) For greater certainty, if:
(i) the Acquisition Closing Time occurs prior to the Termination Time, and Common Shares are issued to the Receiptholders in accordance with Section 3.2 and any unpaid Dividend Equivalent Payment that is payable is paid, or
(ii) the Termination Time occurs and the Subscription Price is repaid in respect of all Subscription Receipts pursuant to Section 3.3(a)(ii)(A), and any unpaid Dividend Equivalent Payment or Pro Rata Portion of any Earned Interest on the Escrowed Funds, as applicable, is paid to all former Receiptholders pursuant to Section 3.3(a)(ii)(B), any Escrowed Funds held by the Subscription Receipt Agent pursuant hereto after all cheques, wire transfers or LVTS transfers for which such Stock amounts have been mailed or delivered, as applicable, and the Escrowed Underwriters’ Fee has been paid, as applicable, pursuant to Section 2.2(g), shall be delivered to the Corporation as soon as reasonably practicable thereafter.
(i) The Corporation shall provide notice to the Subscription Receipt Agent of each Common Share Dividend Deferred Stock Unit was awarded Declaration Date, Common Share Dividend Record Date and will be exchanged Common Share Dividend Payment Date concurrently with the provision of notice thereof to the registrar and transfer agent for shares of the Common Stock at the same time and on the same basis Shares, together with an authorization to release such Escrowed Funds as are sufficient to pay such Deferred Stock UnitDividend Equivalent Payments.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Pembina Pipeline Corp)
Dividend Equivalent Payments. (a) If, during the period beginning on the Grant Date and ending on the date on which any Deferred Stock Units are to be settled pursuant to the applicable provisions of this Award Agreement (the “Applicable Dividend Period”), the Company pays a dividend any dividends in cash cash, securities (other than shares of Stock) or other property with respect to the outstanding shares of the Common Stock (a “Cash non-Stock Dividend”), then, upon the Executive (i) is employed by the Company or a subsidiary settlement of the Company as a common law employee and (ii) holds any vested Deferred Stock Units granted under this AgreementUnits, then the Company will credit Director shall also be entitled to the Executive’s bookkeeping ledger account receive a payment in cash, securities or property, respectively, in an amount equal to the product of (xa) the number of shares of Stock to be issued upon such settlement of the Deferred Stock Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock Units; and (yb) the aggregate amount of the Cash Dividend non-Stock Dividends paid per share of Stock during the Common Stock Applicable Dividend Period (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become be payable upon by the same terms and Company at the same time as the Deferred Stock Units to which they relate. The Company shall pay relate are settled pursuant to the Executive, in cash, an amount equal to the accrued Dividend Equivalents with respect to the Executive’s Deferred Stock Units, which payment shall be included in the Executive’s regular payroll check for the period covering the date any Forfeiture Restrictions applicable to that Deferred Stock Unit lapseprovisions of this Award Agreement. Dividend Equivalent payments will be subject to tax withholding as further described in Section 8 below.
(b) If during the period the Executive holds any Deferred Stock Units granted under this Agreement Applicable Dividend Period the Company pays a dividend any dividends in shares of the Common Stock with respect to the outstanding shares of the Common Stock, then then, the Company will increase the number of Deferred Stock Units awarded hereby that have not then been forfeited to or exchanged by the Company for shares of the Common Stock granted hereunder by an amount equal to the product of (i) the Deferred Stock Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (iia) the number of shares of Stock to be issued in exchange for the Common then outstanding Deferred Stock Units; and (b) the number of shares of Stock paid by the Company per share of the Common Stock (collectively, the “Stock Dividend Deferred Stock Units”). Each Stock Dividend Deferred Stock Unit will be subject to the same Forfeiture Restrictions and other restrictions, limitations terms and conditions applicable to the Deferred Stock Unit for which such Stock Dividend Deferred Stock Unit was awarded and will be exchanged for shares settled pursuant to the applicable provisions of the Common Stock this Award Agreement at the same time and on the same basis as such Deferred Stock Unit.
Appears in 1 contract
Samples: Deferred Stock Unit Award Agreement (Tailored Brands Inc)
Dividend Equivalent Payments. (a) If, on If during the date period the Director holds any Deferred Stock Units granted under this Agreement the Company pays a dividend in cash with respect to the outstanding shares of the Common Stock (a “Cash Dividend”), the Executive (i) is employed by the Company or a subsidiary of the Company as a common law employee and (ii) holds any Deferred Stock Units granted under this Agreement, then the Company will credit to the ExecutiveDirector’s bookkeeping ledger account an amount equal to the product of (xi) the Deferred Stock Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (yii) the amount of the Cash Dividend paid per share of the Common Stock (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become payable upon the same terms and at the same time as the Deferred Stock Units to which they relate. The Company shall pay to the ExecutiveDirector, in cash, an amount equal to the accrued Dividend Equivalents with respect to the ExecutiveDirector’s Deferred Stock Units, which payment shall be included in paid as soon as practicable after the Executive’s regular payroll check for the period covering the date any Forfeiture Restrictions applicable lapse as to that the Deferred Stock Unit lapse. Dividend Equivalent payments will be subject Units to tax withholding as further described in Section 8 belowwhich they relate.
(b) If during the period the Executive Director holds any Deferred Stock Units granted under this Agreement the Company pays a dividend in shares of the Common Stock with respect to the outstanding shares of the Common Stock, then the Company will increase the Deferred Stock Units awarded hereby that have not then been forfeited to or exchanged by the Company for shares of the Common Stock by an amount equal to the product of (i) the Deferred Stock Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (ii) the number of shares of the Common Stock paid by the Company per share of the Common Stock (collectively, the “Stock Dividend Deferred Stock Units”). Each Stock Dividend Deferred Stock Unit will be subject to same Forfeiture Restrictions and other restrictions, limitations and conditions applicable to the Deferred Stock Unit for which such Stock Dividend Deferred Stock Unit was awarded and will be exchanged for shares of the Common Stock at the same time and on the same basis as such Deferred Stock Unit.
Appears in 1 contract
Samples: Deferred Stock Unit Award Agreement (Tailored Brands Inc)
Dividend Equivalent Payments. (a) If, on If during the date period the Director holds any Deferred Stock Units granted under this Agreement the Company pays a dividend in cash with respect to the outstanding shares of the Common Stock (a “Cash Dividend”), the Executive (i) is employed by the Company or a subsidiary of the Company as a common law employee and (ii) holds any Deferred Stock Units granted under this Agreement, then the Company will credit pay to the Executive’s bookkeeping ledger account Director an amount equal to the product of (xa) the Deferred Stock Units awarded hereby that on the date the Company pays such Cash Dividend have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (yb) the amount of the Cash Dividend paid per share of the Common Stock (the “Dividend Equivalents”). Such Dividend Equivalents will vest and become payable upon the same terms and at the same time as the Deferred Stock Units to which they relate. The Company shall pay currently (and in no case later than the end of the calendar year in which the Cash Dividend is paid to the Executiveholders of the Common Stock or, if later, the 15th day of the third month following the date the Cash Dividend is paid to the holders of the Common Stock), in cash, an amount equal to the accrued Dividend Equivalents with respect to the ExecutiveDirector’s Deferred Stock Units, which payment shall be included in the Executive’s regular payroll check for the period covering the date any Forfeiture Restrictions applicable to that Deferred Stock Unit lapse. Dividend Equivalent payments will be subject to tax withholding as further described in Section 8 below.
(b) If during the period the Executive Director holds any Deferred Stock Units granted under this Agreement the Company pays a dividend in shares of the Common Stock with respect to the outstanding shares of the Common Stock, then the Company will increase the Deferred Stock Units awarded hereby that have not then been forfeited to or exchanged by the Company for shares of the Common Stock by an amount equal to the product of (ia) the Deferred Stock Units awarded hereby that have not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and (iib) the number of shares of the Common Stock paid by the Company per share of the Common Stock (collectively, the “Stock Dividend Deferred Stock Units”). Each Stock Dividend Deferred Stock Unit will be subject to same Forfeiture Restrictions and other restrictions, limitations and conditions applicable to the Deferred Stock Unit for which such Stock Dividend Deferred Stock Unit was awarded and will be exchanged for shares of the Common Stock at the same time and on the same basis as such Deferred Stock Unit.
Appears in 1 contract
Samples: Deferred Stock Unit Award Agreement (Mens Wearhouse Inc)