Mandatory Deferral of Payment of Earned Performance Shares Sample Clauses

Mandatory Deferral of Payment of Earned Performance Shares. Notwithstanding anything contained in Section 2(a) or 2(b) to the contrary (unless the payment date elected pursuant to Section 2(b) is later than the payment date specified herein, in which case Section 2(b) shall control), if the Corporation's Ending Average Value is less than the Corporation's Beginning Average Value (as such terms are defined in Section 3(c)), no settlement shall be made in respect of any Performance Shares earned in accordance with Section 3 until the earlier of (i) the first date on or before March 10, 2010 on which the average of the averages of the highest and lowest sales prices of the Stock reported for consolidated trading of issues listed on the New York Stock Exchange for the 15 trading days prior to such date exceeds the Beginning Average Value and (ii) the first date on which the Participant has both reached age 60 and terminated employment with the Corporation and all other members of the Corporation's controlled group of entities. Once either of the conditions described in the immediately preceding sentence has been satisfied, settlement shall occur as soon as practicable thereafter (and in the case of condition (i), not later than March 15, 2010) in cash, shares of Stock or a combination thereof, as determined by the Committee in its sole discretion. If the Participant experiences a Qualified Termination of Employment on or after December 31, 2006, or if the Committee determines, in its discretion pursuant to Section 4(b), that the Participant will not forfeit his or her rights to Performance Shares upon his or her termination of employment for other reasons, settlement shall not occur until the first date on which the Participant has attained age 60 (or, in the case of the Participant's death, would have attained age 60). If a Participant terminates employment after reaching age 60, is a "specified employee" (as that term is defined in Section 409A(a)(2)(B)(i) of the Code) at the time he or she terminates employment, and is scheduled to have his or her Performance Shares settled pursuant to condition (ii), no settlement shall be made until at least six months after such termination of employment, or the Participant's death, if earlier.
Sample 1
Mandatory Deferral of Payment of Earned Performance Shares. Notwithstanding anything contained in Section 2(a) or 2(b) to the contrary (unless the payment date elected pursuant to Section 2(b) is later than the payment date specified herein, in which case Section 2(b) shall control), if the Corporation's Ending Average Value is less than the Corporation's Beginning Average Value (as such terms are defined in Section 3(c)), no settlement shall be made in respect of any Performance Shares earned in accordance with Section 3 until the earlier of (i) the first date on or before March 10, 2010 on which the average of the averages of the highest and lowest sales prices of the Stock reported for consolidated trading of issues listed on the New York Stock Exchange for the 15 trading days prior to such date exceeds the Beginning Average Value and (ii) March 10, 2011. Once either of the conditions described in the immediately preceding sentence has been satisfied, settlement shall occur as soon as practicable thereafter (in the case of condition (i), not later than March 15, 2010, and in the case of condition (ii) not later than April 9, 2011) in cash, shares of Stock or a combination thereof, as determined by the Committee in its sole discretion. If the Participant experiences a Qualified Termination of Employment on or after December 31, 2006, or if the Committee determines, in its discretion pursuant to Section 4(b), that the Participant will not forfeit his or her rights to Performance Shares upon his or her termination of employment for other reasons, settlement shall not occur until March 10, 2011.
Sample 1
Mandatory Deferral of Payment of Earned Performance Shares. Notwithstanding anything contained in Section 2(a) or 2(b) to the contrary (unless the payment date elected pursuant to Section 2(b) is later than the payment date specified herein, in which case Section 2(b) shall control), if the Corporation’s Ending Average Value is less than the Corporation’s Beginning Average Value (as such terms are defined in Section 3(c)), no settlement shall be made in respect of any Performance Shares earned in accordance with Section 3 until the first date the Participant has ceased to be a member of the Board of Directors and has separated from service from the Corporation and all other members of the Corporation’s controlled group of entities. Once the condition described in the immediately preceding sentence has been satisfied, settlement shall occur as soon as administratively practicable thereafter, in cash, shares of Stock, or a combination thereof, as determined by the Committee in its sole discretion.
Sample 1

Related to Mandatory Deferral of Payment of Earned Performance Shares

  • Dividend Equivalent Payments Until your RSUs convert to Shares, if MSCI pays a dividend on Shares, you will be entitled to a dividend equivalent payment in the same amount as the dividend you would have received if you held Shares for your vested and unvested RSUs immediately prior to the record date. No dividend equivalents will be paid to you with respect to any canceled or forfeited RSUs. MSCI will decide on the form of payment and may pay dividend equivalents in Shares, in cash or in a combination thereof, unless otherwise provided in Exhibit C. MSCI will pay the dividend equivalent when it pays the corresponding dividend on its common stock or on the next regularly scheduled payroll date. The gross amount of any dividend equivalents paid to you with respect to RSUs that do not vest and convert to Shares shall be subject to potential recoupment or payback (such recoupment or payback of dividend equivalents, the “Clawback”) following the cancellation or forfeiture of the underlying RSUs. You consent to the Company’s implementation and enforcement of the Clawback and expressly agree that MSCI may take such actions as are necessary to effectuate the Clawback consistent with applicable law. If, within a reasonable period, you do not tender repayment of the dividend equivalents in response to demand for repayment, MSCI may seek a court order against you or take any other actions as are necessary to effectuate the Clawback.

  • Performance Units Subject to the limitations set forth in paragraph (c) hereof, the Committee may in its discretion grant Performance Units to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award.

  • Performance Award You are hereby awarded, on the Grant Date, a Performance Award with a target value of [AMOUNT].

  • Deferral of Payments The Executive shall have the right to elect to defer the Post-Change in Control Severance Payment to be received by the Executive pursuant to this Section 6 under the terms and conditions of the Deferred Compensation Plan. Any such deferral election shall be made in accordance with Section 18(b) hereof.

  • Grant of Performance Share Units The Company hereby grants to the Participant the Target Number of PSUs Granted, effective as of the Date of Award and subject to the terms and conditions of the Plan and this Award Agreement. Each PSU represents the unsecured right to receive a number of Shares, if any, in accordance with the terms and conditions of this Award Agreement. The Participant shall not be required to pay any additional consideration for the issuance of the Shares, if any, upon settlement of the PSUs.

  • Performance Share Units The Committee may, in its discretion, grant to Executive performance share units subject to performance vesting conditions (collectively, the “Performance Units”), which shall be subject to restrictions on their sale as set forth in the Plan and an associated Performance Unit Grant Letter.

  • Performance Shares Each Performance Share is a bookkeeping entry that records the equivalent of one Share. Upon the vesting of the Performance Shares as provided in Section 2, the vested Performance Shares will be settled as provided in Section 3.

  • Stock Units As used herein, the term “Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s Common Stock (“Share”) solely for purposes of the Plan and this Award Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Stock Units vest pursuant to this Award Agreement. The Stock Units shall not be treated as property or as a trust fund of any kind.

  • Performance Share Award If your Award includes a Performance Share Award, and you voluntarily terminate your employment prior to the end of the Performance Period, you will forfeit your entire Performance Share Award. 

  • Performance Share Awards On the Performance Share Vesting Date next following the Executive's date of death, the number of Performance Shares that shall become Vested Performance Shares shall be determined by multiplying (a) that number of shares of Company Common Stock subject to the Performance Share Agreement that would have become Vested Performance Shares had no such termination occurred; provided, however, in no case shall the number of Performance Shares that become Vested Performance Shares exceed 100% of the Target Number of Performance Shares set forth in the Performance Share Agreement, by (b) the ratio of the number of full months of the Executive's employment with the Company during the Performance Period (as defined in the Performance Share Agreement) to the number of full months contained in the Performance Period. Vested Common Shares shall be issued in settlement of such Vested Performance Shares on the Settlement Date next following the Executive’s date of death.