Issuance Schedule. Subject to Paragraphs 5 and 6 of this Agreement, each Restricted Stock Unit in which the Participant vests in accordance with the Normal Vesting Schedule shall be settled in shares of Common Stock, subject to the Corporation’s collection of all applicable Withholding Taxes, on the date on which the Restricted Stock Unit becomes nonforfeitable as set forth in the Normal Vesting Schedule or Paragraph 3(b) or 5, as applicable, but in all cases within the “short term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4) (the “Issuance Date”). For the sake of clarity, the settlement of shares in respect of nonforfeitable Restricted Stock Units is intended to comply with Treasury Regulation Section 1.409A-1(b)(4) and will be construed and administered in such a manner. As a result, the shares will be issued no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares subject to the Restricted Stock Units are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulation Section 1.409A-1(d). The applicable Withholding Taxes are to be collected pursuant to the procedures set forth in Paragraph 7 of this Agreement.
Issuance Schedule. Subject to the delayed issuance provisions of Section 9 of this Agreement (to the extent applicable), the Shares to which the Participant becomes entitled upon continuation in Service through the completion of the Required Service Period shall be issued upon the completion of such period or as soon thereafter as administratively practicable, but in no event later than thirty (30) days after the completion of such period. Any Restricted Stock Units which vest on an accelerated basis pursuant to Section 3 or 6 of this Agreement shall be settled in accordance with the applicable provisions of such section. The Corporation shall in all instances collect the applicable Withholding Taxes with respect to the issued Shares pursuant to the procedures set forth in Section 8 of this Agreement.
Issuance Schedule. Subject to Section 9 of this Agreement, each quarterly installment of Shares to which the Participant becomes entitled in accordance with the Normal Vesting Schedule shall be issued, subject to the Corporation’s collection of the applicable Withholding Taxes, on the date that installment vests in accordance with such schedule or as soon thereafter as administratively practicable, but in no event later than thirty (30) days after the applicable Vesting Date. Any Restricted Stock Units that vest on an accelerated basis pursuant to Section 3 or 6 of this Agreement shall be issued in accordance with the applicable provisions of such section. The Corporation shall in all instances collect the applicable Withholding Taxes with respect to the issued Shares pursuant to the procedures set forth in Section 8 of this Agreement.
Issuance Schedule. Shares in which the Grantee vests in accordance with the Section 3 will become issuable on the later of (i) the Vesting Date and (ii) the Repayment Date (as defined below), determined in accordance with the TARP Regulations, pursuant to which:
(i) 25% of the vested Restricted Stock Units shall become issuable on the date as of which 25% of the TARP Funds have been repaid to Treasury;
(ii) an additional 25% of the vested Restricted Units shall become issuable on the date as of which 50% of the TARP Funds have been repaid to Treasury;
(iii) an additional 25% of the vested Restricted Units shall become issuable on the date as of which 75% of the TARP Funds have been repaid to Treasury; and
(iv) the remaining vested Restricted Units shall become issuable on the date as of which 100% of the TARP Funds have been repaid to Treasury. Each date specified in (i) through (iv) as of which the specified percentage of TARP Funds have been repaid shall be referred to herein as a “Repayment Date”. The Grantee need not be employed by the Company on a Repayment Date to receive shares with respect to vested Restricted Units. The actual issuance of the shares of Company Stock shall be effected on the applicable Vesting Date or Repayment Date, or as soon as administratively practicable thereafter. In no event shall such issuance occur later than the later of (i) the end of the short term deferral period identified in Treas. Reg. 1.409A-1(b)(4) and (ii) the first date on which the issuance is permissible under the TARP Regulations and the applicable terms of the letter agreement dated November 14, 2008 between the Company and the Treasury.
Issuance Schedule. The Shares will be issued immediately as the Units vest incrementally in accordance with the foregoing Vesting Schedule, but in no event later than the later of (i) the close of the calendar year in which the applicable vesting date occurs or (ii) the fifteenth day of the third calendar month following such vesting date. [Alternative Issuance Schedule for Single Installment:] The Shares will be issued immediately upon vesting in accordance with the foregoing Vesting Schedule, but in no event later than the later of (i) the close of the calendar year in which the Units vest or (ii) the fifteenth day of the third calendar month following such vesting date. Other important features of your Award are as follows:
Issuance Schedule. Unless Participant has made a timely deferral election with the Company in accordance with the applicable requirements of Section 409A of the Code to defer the issuance of Shares to one or more designated issuance or distribution dates or events beyond the otherwise applicable settlement date (a “Deferral Election”), the Shares will be issued no later than 30 days following the Grant Date. However, if Participant has made a timely Deferral Election, then the Shares will be issued in accordance with the terms and provisions of such Deferral Election, including the applicable distribution event and method of distribution. In the event of a Change in Control, the distribution provisions of Paragraph 5 will apply.
Issuance Schedule. The Shares will be issued immediately as the Units vest incrementally in accordance with the foregoing Vesting Schedule, but in no event later than the later of (i) the close of the calendar year in which the applicable vesting date occurs or (ii) the fifteenth day of the third calendar month following such vesting date. Other important features of your Award are as follows:
Issuance Schedule. The Shares will be issued immediately upon the vesting of the Units in accordance with the foregoing Vesting Schedule. Other important features of your Award are as follows:
Issuance Schedule. One share of Company Stock shall be issued to the Grantee for each share of Company Stock that the Grantee earns upon attainment of the Performance Goals and vests in the right to receive pursuant to the Vesting Schedule, within thirty (30) days following the applicable Vesting Date. * The Grantee must be employed by, or providing service to, the Employer (as defined in the Plan) through the end of the Performance Period, or on the date the Change of Control is consummated, as applicable. Grantee Acceptance: By signing the acknowledgement below, the Grantee agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Summary of Grant and accepts the right to receive shares of Company Stock following the date of the Company’s certification to the Grantee of the award of the shares of Company Stock and satisfaction of the Vesting Schedule in accordance with the terms of this Summary of Grant, the Restricted Stock Unit Agreement and the Plan. The Grantee will accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Summary of Grant or the Restricted Stock Unit Grant Agreement. The Grantee acknowledges that the Plan and the Plan prospectus are available on our intranet under “Human Resources” at [ ]; provided that paper copies of the Plan and the Plan prospectus are available upon request by contacting Human Resources Department at [ ] or [ ]. Agreed and accepted: Grantee Date This RESTRICTED STOCK UNIT GRANT AGREEMENT (this “Agreement”) dated as of the Date of Grant set forth in the Summary of Grant is delivered by Auxilium Pharmaceuticals, Inc. (the “Company”) to the individual named in the Summary of Grant (the “Grantee”).
Issuance Schedule. Subject to Paragraphs 5 and 6 of this Agreement, the percentage of target PSUs (if any) in which the Participant vests in accordance with the terms of this Agreement shall be settled in shares of Common Stock, subject to the Corporation’s collection of all applicable Withholding Taxes, on the date on which the PSUs vest as set forth in the Normal Vesting Schedule or Paragraph 5 or 6, as applicable, but in all cases within the “short term deferral” period determined under Treasury Regulation Section 1.409A-1(b)(4) (the “Issuance Date”). For the sake of clarity, the settlement of shares in respect of vested PSUs is intended to comply with Treasury Regulation Section 1.409A-1(b)(4) and will be construed and administered in such a manner. As a result, the shares will be issued no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares subject to the PSUs are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulation Section 1.409A-1(d). The applicable Withholding Taxes are to be collected pursuant to the procedures set forth in Paragraph 8 of this Agreement.
