Common use of No Rights as Stockholder; Dividend Equivalents Clause in Contracts

No Rights as Stockholder; Dividend Equivalents. (a) The Participant shall have no rights of ownership in the Performance Shares granted hereunder and shall have no voting or other ownership rights in respect of the Common Shares underlying the Performance Shares granted hereunder until the date on which such Common Shares, if any, are issued or delivered to the Participant pursuant to Section 3 of this Agreement. (b) So long as the Performance Shares granted hereunder remain outstanding, if the Company declares a dividend or distribution on the Company’s Common Shares payable other than in shares of the Company’s capital stock and the record date for such dividend or distribution occurs prior to the date set forth under “End of Performance Period” above, the Participant shall be paid, on or as promptly as practicable after the payment date for such dividend or distribution (and, in any event, within the same calendar quarter in which such dividend or distribution is paid), the amount and type of dividend or distribution that the Participant would have received if the number of Common Shares issuable or deliverable assuming the Target Performance Shares (as defined in Section 5(a)) are vested and earned had been issued and outstanding and held of record by the Participant on such record date. So long as the Performance Shares granted hereunder remain outstanding, if the Company declares a dividend or distribution on the Company’s Common Shares payable other than in shares of the Company’s capital stock and the record date for such dividend or distribution occurs on or after the date set forth under “End of Performance Period” above but before Common Shares are issued or delivered to the Participant in settlement of any Earned Performance Shares (as defined in Section 5(a)) pursuant to Section 3 of this Agreement, the Participant shall be paid, on or as promptly as practicable after the later of the payment date for such dividend or distribution and the date on which such Common Shares, if any, are so issued (and, in any event, within the same calendar year in which such dividend or distribution is paid), the amount and type of dividend or distribution that the Participant would have received if such Common Shares had been issued and outstanding and held of record by the Participant on such record date. For purposes of the time and form of payment requirements of Section 409A of the Code, such dividend equivalents shall be treated separately from the Performance Shares. (c) The obligations of the Company under this Agreement are unfunded and unsecured, and the rights of the Participant hereunder will be no greater than those of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement. (d) In the event (i) the Participant ceases to be an Employee of the Company prior to the Performance Vesting Date and forfeits Performance Shares pursuant to Section 5(e) of this Agreement or (ii) the Participant forfeits any Performance Shares pursuant to Section 2(b) or 7 of this Agreement, the Company shall have the right to demand that all or any portion of dividend or distribution equivalents theretofore received by the Participant in respect of such forfeited Performance Shares be repaid to the Company. Furthermore, the Company may, to the extent permitted by law, set off the amounts payable to it as a result of any such demand against any amounts that may be owing from time to time by the Company or any Subsidiary to the Participant, whether as wages or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code.

No Rights as Stockholder; Dividend Equivalents. (a) The Participant shall have no rights of ownership in the Performance Shares RSUs granted hereunder and shall have no voting or other ownership rights in respect of the Common Shares underlying the Performance Shares RSUs granted hereunder until the date on which such Common SharesShares underlying the RSUs, if any, are issued or delivered to the Participant pursuant to Section 3 of this Agreement. (b) So long as the Performance Shares granted hereunder remain outstanding, if If the Company declares a dividend or distribution on the Company’s Common Shares payable other than in shares of the Company’s capital stock and the record date for such dividend or distribution occurs prior to before the date set forth under “End of Performance Period” aboveon which the Common Shares are issued or delivered in accordance with Section 3(b), the Participant shall be paid, on or as promptly as practicable after the payment date for such dividend or distribution (and, in any event, within the same calendar quarter in which such dividend or distribution is paid), the amount and type of dividend or distribution that the Participant would have received if the RSUs to which such Common Shares relate had vested and the number of Common Shares issuable or deliverable assuming the Target Performance Shares (as defined in Section 5(a)) are vested and earned underlying such RSUs had been issued and outstanding and held of record by the Participant on such record date. So long as the Performance Shares granted hereunder remain outstanding, if If the Company declares a dividend or distribution on the Company’s Common Shares payable other than in shares of the Company’s capital stock and the record date for such dividend or distribution occurs on after a vesting date or after the date set forth under “End of Performance Period” above event but before Common Shares are issued or delivered to the Participant in settlement of any Earned Performance Shares (as defined in Section 5(a)) pursuant to Section 3 of this AgreementRSUs that vested on such vesting date or event, the Participant shall be paid, on or as promptly as practicable after the later of the payment date for such dividend or distribution and the date on which such Common Shares, if any, are so issued (and, in any event, within the same calendar year in which such dividend or distribution is paid), the amount and type of dividend or distribution that the Participant would have received if such Common Shares had been issued and outstanding and held of record by the Participant on such record date. For purposes of the time and form of payment requirements of Section 409A of the Code, such dividend and distribution equivalents shall be treated separately from the Performance Sharesright to receive the RSUs. (c) The obligations of the Company under this Agreement are unfunded and unsecured, and the rights of the Participant hereunder will be no greater than those of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement. (d) In the event that (i) the Participant ceases to be an Employee of the Company prior to the Performance Vesting Date during a Restriction Period and forfeits Performance Shares RSUs pursuant to Section 5(e) 5 of this Agreement or (ii) the Participant forfeits any Performance Shares RSUs pursuant to Section 2(b) 7 or 7 8 of this Agreement, the Company shall have the right to demand that all or any portion of dividend or distribution equivalents theretofore received by the Participant in respect of such forfeited Performance Shares RSUs be repaid to the Company. Furthermore, the Company may, to the extent permitted by law, set off the amounts payable to it as a result of any such demand against any amounts that may be owing from time to time by the Company or any Subsidiary to the Participant, whether as wages or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, that except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code.

No Rights as Stockholder; Dividend Equivalents. (a) The Participant shall have no rights of ownership in the Performance Shares granted hereunder and shall have no voting or other ownership rights in respect of the Common Shares underlying the Performance Shares granted hereunder until the date on which such Common Shares, if any, are issued or delivered to the Participant pursuant to Section 3 of this Agreement. (b) So long as the Performance Shares granted hereunder remain outstanding, if the Company declares a dividend or distribution on the Company’s 's Common Shares payable other than in shares of the Company’s 's capital stock and the record date for such dividend or distribution occurs prior to the date set forth under “End of Performance Period” above, the Participant shall be paid, on or as promptly as practicable after the payment date for such dividend or distribution (and, in any event, within the same calendar quarter in which such dividend or distribution is paid), the amount and type of dividend or distribution that the Participant would have received if the number of Common Shares issuable or deliverable assuming the Target Performance Shares (as defined in Section 5(a)) are vested and earned had been issued and outstanding and held of record by the Participant on such record date. So long as the Performance Shares granted hereunder remain outstanding, if the Company declares a dividend or distribution on the Company’s 's Common Shares payable other than in shares of the Company’s 's capital stock and the record date for such dividend or distribution occurs on or after the date set forth under “End of Performance Period” above but before Common Shares are issued or delivered to the Participant in settlement of any Earned Performance Shares (as defined in Section 5(a)) pursuant to Section 3 of this Agreement, the Participant shall be paid, on or as promptly as practicable after the later of the payment date for such dividend or distribution and the date on which such Common Shares, if any, are so issued (and, in any event, within the same calendar year in which such dividend or distribution is paid), the amount and type of dividend or distribution that the Participant would have received if such Common Shares had been issued and outstanding and held of record by the Participant on such record date. For purposes of the time and form of payment requirements of Section 409A of the Code, such dividend equivalents shall be treated separately from the Performance Shares. (c) The obligations of the Company under this Agreement are unfunded and unsecured, and the rights of the Participant hereunder will be no greater than those of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement. (d) In the event (i) the Participant ceases to be an Employee of the Company prior to the Performance Vesting Date and forfeits Performance Shares pursuant to Section 5(e) of this Agreement or (ii) the Participant forfeits any Performance Shares pursuant to Section 2(b) or 7 of this Agreement, the Company shall have the right to demand that all or any portion of dividend or distribution equivalents theretofore received by the Participant in respect of such forfeited Performance Shares be repaid to the Company. Furthermore, the Company may, to the extent permitted by law, set off the amounts payable to it as a result of any such demand against any amounts that may be owing from time to time by the Company or any Subsidiary to the Participant, whether as wages or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code.

No Rights as Stockholder; Dividend Equivalents. (a) The Participant shall have no rights of ownership in the Performance Shares granted hereunder and shall have no voting or other ownership rights in respect of the Common Shares underlying the Performance Shares granted hereunder until the date on which such Common Shares, if any, are issued or delivered to the Participant pursuant to Section 3 of this Agreement. (b) So long as the Performance Shares granted hereunder remain outstanding, if If the Company declares a dividend or distribution on the Company’s Common Shares payable other than in shares of the Company’s capital stock and the record date for such dividend or distribution occurs prior to the date set forth under “End of Performance Period” above, the Participant shall be paid, on or as promptly as practicable after the payment date for such dividend or distribution (and, in any event, within the same calendar quarter in which such dividend or distribution is paid)distribution, the amount and type of dividend or distribution that the Participant would have received if the number of Common Shares issuable or deliverable assuming the Target Performance Shares (as defined in Section 5(a)) are vested and earned had been issued and outstanding and held of record by the Participant on such record date. So long as the Performance Shares granted hereunder remain outstanding, if If the Company declares a dividend or distribution on the Company’s Common Shares payable other than in shares of the Company’s capital stock and the record date for such dividend or distribution occurs on or after the date set forth under “End of Performance Period” above but before Common Shares are issued or delivered to the Participant in settlement of any Earned Performance Shares (as defined in Section 5(a)) pursuant to Section 3 of this Agreement, the Participant shall be paid, on or as promptly as practicable after the later of the payment date for such dividend or distribution and the date on which such Common Shares, if any, are so issued (and, in any event, within or delivered to the same calendar year in which such dividend or distribution is paid)Participant, the amount and type of dividend or distribution that the Participant would have received if such Common Shares had been issued and outstanding and held of record by the Participant on such record date. Notwithstanding the foregoing, in no event shall any such dividend equivalents be paid later than the 45th day following the calendar year in which the related dividends are paid. For purposes of the time and form of payment requirements of Section 409A of the Code, such dividend equivalents shall be treated separately from the Performance Shares. (c) The obligations of the Company under this Agreement are unfunded and unsecured, and the rights of the Participant hereunder will be no greater than those of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement. (d) In the event (i) the Participant ceases to be an Employee of the Company for any reason other than the reasons set forth in Section 5(a), 5(b), 5(c) or 5(d) of this Agreement prior to the Performance Vesting Date and forfeits Performance Shares pursuant to Section 5(e) of this Agreement or (ii) the Participant forfeits any Performance Shares pursuant to Section 2(b) or 7 of this AgreementDate, the Company shall have the right to demand that all or any portion of dividend or distribution equivalents theretofore received by the Participant in respect of such forfeited the Performance Shares granted hereunder be repaid to the Company. Furthermore, Company and the Company may, to the extent permitted by law, set off the amounts payable to it as a result of any such demand against any amounts that may be owing from time to time by the Company or any Subsidiary to the Participant, whether as wages or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code.

No Rights as Stockholder; Dividend Equivalents. (a) The Participant shall have no rights of ownership in the Performance Shares granted hereunder and shall have no voting or other ownership rights in respect of the Common Shares underlying the Performance Shares granted hereunder until the date on which such Common Shares, if any, are issued or delivered to the Participant pursuant to Section 3 of this Agreement. (b) So long as the Performance Shares granted hereunder remain outstanding, if If the Company declares a dividend or distribution on the Company’s Common Shares payable other than in shares of the Company’s capital stock and the record date for such dividend or distribution occurs prior to the date set forth under “End of Performance Period” above, the Participant shall be paid, on or as promptly as practicable after the payment date for such dividend or distribution (and, in any event, within the same calendar quarter in which such dividend or distribution is paid)distribution, the amount and type of dividend or distribution that the Participant would have received if the number of Common Shares issuable or deliverable assuming the Target Performance Shares (as defined in Section 5(a)) are vested and earned had been issued and outstanding and held of record by the Participant on such record date. So long as the Performance Shares granted hereunder remain outstanding, if If the Company declares a dividend or distribution on the Company’s Common Shares payable other than in shares of the Company’s capital stock and the record date for such dividend or distribution occurs on or after the date set forth under “End of Performance Period” above but before Common Shares are issued or delivered to the Participant in settlement of any Earned Performance Shares (as defined in Section 5(a)) pursuant to Section 3 of this Agreement, the Participant shall be paid, on or as promptly as practicable after the later of the payment date for such dividend or distribution and the date on which such Common Shares, if any, are so issued (and, in any event, within or delivered to the same calendar year in which such dividend or distribution is paid)Participant, the amount and type of dividend or distribution that the Participant would have received if such Common Shares had been issued and outstanding and held of record by the Participant on such record date. Notwithstanding the foregoing, in no event shall any such dividend equivalents be paid later than the 45th day following the calendar year in which the related dividends are paid. For purposes of the time and form of payment requirements of Section 409A of the Code, such dividend equivalents shall be treated separately from the Performance Shares. (c) The obligations of the Company under this Agreement are unfunded and unsecured, and the rights of the Participant hereunder will be no greater than those of an unsecured general creditor. No assets of the Company will be held or set aside as security for the obligations of the Company under this Agreement. (d) In the event (i) the Participant ceases to be an Employee of the Company prior to the Performance Vesting Date and forfeits Performance Shares pursuant to Section 5(e) of this Agreement or (ii) the Participant forfeits any Performance Shares pursuant to Section 2(b) or 7 of this Agreement, the Company shall have the right to demand that all or any portion of dividend or distribution equivalents theretofore received by the Participant in respect of such forfeited Performance Shares be repaid to the Company. Furthermore, the Company may, to the extent permitted by law, set off the amounts payable to it as a result of any such demand against any amounts that may be owing from time to time by the Company or any Subsidiary to the Participant, whether as wages or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code.