Payment of Phantom Units. The Committee shall specify in an Award Agreement, or permit the Participant to elect in accordance with the requirements of Section 409A, the conditions and dates or events upon which the cash or Units underlying an Award of Phantom Units shall be issued, which dates or events shall not be earlier than the date on which the Phantom Units vest and become non-forfeitable and which conditions and dates or events shall be subject to compliance with Section 409A (unless the Phantom Units are exempt therefrom).
Payment of Phantom Units. (a) If and when the Phantom Units vest, the Partnership shall issue to the Participant one Unit for each vested Phantom Unit, subject to the Participant’s payment of withholding taxes, to the extent required, as described below. Issuance of Units shall be made within 30 days after the vesting date, subject to the Participant’s payment of withholding taxes, to the extent required, as described below.
(b) All distributions under this Agreement may be subject to applicable federal (including FICA), state and local tax withholding, in accordance with Section 8(b) of the Plan. Unless the Committee determines otherwise, the Participant or other person entitled to payment under this Agreement shall be required to pay to Atlas the amount of any taxes that Atlas is required to withhold with respect to the Phantom Units. Atlas may also deduct from any compensation or other amounts owing to the Participant, including by payroll deduction or withholding of Units, the amount of any applicable taxes with respect to the Phantom Units. If the Committee determines that Units may be used to satisfy tax withholding, such Units shall be valued based on their Fair Market Value at the time the tax withholding is required to be made; provided, however, that not more than the legally required minimum tax withholding amount may be settled by Unit withholding. If Participant fails to pay any required tax withholding amount in the manner specified by Atlas or its agent when the Phantom Units become taxable, after receiving written notice from Atlas or its agent, Atlas is authorized to cancel such Phantom Units, in which case the Phantom Units shall be forfeited and shall not be paid to the Participant.
(c) The obligation of the Partnership to deliver Units shall also be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Units upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issue of Units, the Units may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. The issuance of Units to Participant pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United Sta...
Payment of Phantom Units. (a) Within 30 days after any vesting date, the Company or an Affiliate employing the Participant shall pay the Participant the Fair Market Value of a Unit multiplied by the number of Phantom Units vesting on the vesting date. Such payment shall constitute taxable compensation to the Participant. The Fair Market Value of the Units shall be determined as of the relevant vesting date.
(b) Notwithstanding the above general rule with regard to payment, the Committee may delay payment of Phantom Units to the extent that the payment cannot be deducted for tax purposes under the pay cap rules of section 162(m) of the Code. Any payment so delayed shall be made as soon as reasonably practicable following the first date on which the Committee anticipates or reasonably should anticipate that, if the payment were made on such date, the Company’s deduction with respect to such payment would no longer be restricted due to the application of the pay cap rules of section 162(m) of the Code. No such delay shall be allowed if the delay would cause the payment to be subject to additional taxes or penalties pursuant to section 409A of the Code.
Payment of Phantom Units. To be eligible to receive payment of the Phantom Units at the end of the Restricted Period, the Participant must be employed by the Company or its Affiliates at the end of the Restricted Period, or must have terminated employment during the Restricted Period due to Retirement, Death, or Disability. The Company will deliver to the Participant, or the Participant’s legal representative, as soon as practicable after Performance Metrics have been approved by the Committee, the value of the Phantom Units in such form or forms as the Company shall determine, including cash or Units equal in value to the number of Phantom Units less the number of Phantom Units required to cover minimum tax withholding requirements. The number of Phantom Units required to cover minimum tax withholding will be based on the closing price of the Units at the end of the Restricted Period.
Payment of Phantom Units. To be eligible to receive payment of the Phantom Units at the end of the Restricted Period, the Participant must be employed by the Company or its Affiliates at the end of the Restricted Period, or must have terminated employment during the Restricted Period due to Retirement, death, or Disability. The final determination of the payout level of the Phantom Units will be based upon the performance metric outlined in Paragraph 7 below. In addition, at the end of the Restricted Period the Company will pay to the Participant the value of the DERs on the gross number of Units received pursuant to the terms of this Agreement. The value of the DERs shall be the amount of all distributions per Unit that would have been paid during the Restricted Period on the gross number of Units received, and no interest shall be paid on such amount. Such payment of DERs shall be in cash and used to satisfy all or part of the minimum tax withholding requirements. Subject to legal or contractual obligations, the Company will deliver to the Participant, or the Participant's legal representative, as soon as practicable after the final determination of payout levels by the Committee, a number of Units equal in value to the number of Phantom Units calculated pursuant to Paragraphs 7 and 8, less the number of Units required to cover the minimum tax withholding requirements remaining after the value of DERs have been credited toward such minimum tax withholding requirements. The number of Units required to cover minimum tax withholding will be based on the closing price of the Units at the end of the Restricted Period.
Payment of Phantom Units. To be eligible to receive payment of the Phantom Units at the end of the Restricted Period, the Participant must be employed by the Company or its Affiliates at the end of the Restricted Period, or must have terminated employment during the Restricted Period due to Retirement, death, or Disability. The final determination of the payout levels will be based upon the performance metrics outlined in Paragraph 7 below. In addition, at the end of the Restricted Period the Company will pay to the Participant the value of the DERs on the gross number of Units received pursuant to the terms of this Agreement. The value of the DERs shall be the amount of all distributions per Unit that would have been paid during the Restricted Period on the gross number of Units received, and no interest shall be paid on such amount. Such payment of DERs shall be in a number of additional Units equal to the value of the DERs divided by the closing price of the Units at the end of the Restricted Period, rounded up to the next whole Unit. Subject to legal or contractual obligations, the Company will deliver to the Participant, or the Participant's legal representative, as soon as practicable after the final determination of payout levels by the Committee, a number of Units equal in value to the number of Phantom Units calculated pursuant to Paragraph 7 and the Units equal to the value of the DERs less the number of Phantom Units required to cover minimum tax withholding requirements. The number of Phantom Units required to cover minimum tax withholding will be based on the closing price of the Units at the end of the Restricted Period.
Payment of Phantom Units. To be eligible to receive payment of the Phantom Units at the end of the Restricted Period, the Participant must be employed by the Company or its Affiliates or their successors continuously throughout the Restricted Period and continues to be so employed on the last day of the Restricted Period, or must have terminated employment during the Restricted Period due to Retirement, death, or Disability. The final determination of the payout level of the Phantom Units will be based upon the performance metric outlined below in Paragraph 7 and additional conditions outlined below in Paragraph 8. In addition, at the end of the Restricted Period, the Company will pay to the Participant the value of the DERs on the gross number of Units received pursuant to the terms of this Agreement. The value of the DERs shall be the amount of all distributions per Unit that would have been earned and paid during the Restricted Period on the gross number of Units received, and no interest shall be paid on such amount. Such payment of DERs shall be in cash and used to satisfy all or part of the minimum tax withholding requirements related to the payout of the Units. Subject to legal or contractual obligations, the Company will deliver to the Participant, or the Participant’s legal representative, as soon as practicable after the final determination of payout levels by the Committee, a number of Units equal in value to the number of Phantom Units calculated pursuant to Paragraphs 7 and 8, less the number of Units required to cover the minimum tax withholding requirements remaining after the value of DERs have been credited toward such minimum tax withholding requirements. The number of Units required to cover minimum tax withholding will be based on the closing price of the Units at the end of the Restricted Period.
Payment of Phantom Units. Subject to the Service Provider’s continuous Service with the Company through each vesting date, at the time of vesting as set forth in Section 2 of this Agreement, the Service Provider shall be entitled to receive the number of shares of Common Stock set forth in Section 1 above, or, in the complete discretion of the Company, a cash payment in lieu thereof, subject to any applicable withholding obligations. To the extent that payment is settled in Common Stock, the Company will issue Class A Units to Pubco as payment for the Common Stock and Pubco shall act as paying agent for the Company in effecting the payment provided for herein. Settlement, whether in cash or Common Stock, shall be made within sixty (60) days of vesting. 1 NTD: represents the number of shares of Common Stock specified in the Illustrative Merger Consideration Payout Schedule column titled “Rights to Receive Class A Shares, Subject to Vesting Conditions (Phantom)” opposite the name of the Service Provider. 2 NTD: Vesting schedule may vary depending on when initial grant was contemplated.
Payment of Phantom Units. (a) Within thirty (30) days after the applicable vesting date, APL shall distribute to the Participant Units equal to the number of Phantom Units vesting on the vesting date. Such payment shall constitute taxable compensation to the Participant.
(b) Notwithstanding the above general rule with regard to payment, if the Participant’s Employment is terminated as a result of the Participant’s death, vesting shall occur immediately, but payment shall be made in accordance with the vesting schedule in Section 2 as if the Participant were still employed on the dates listed in that schedule. In the event of a subsequent Change in Control, however, any remaining payments shall be made within thirty (30) days of the Change in Control.
(c) Notwithstanding the above general rule with regard to payment, the Committee may delay any payment to the extent that the payment cannot be deducted for tax purposes under the pay cap rules of Section 162(m) of the Code, if and to the extent permitted by Section 409A of the Code. Any payment so delayed shall be made as soon as reasonably practicable following the first date on which the Committee anticipates or reasonably should anticipate that, if the payment were made on such date, the Company’s deduction with respect to such payment would no longer be restricted due to the application of the pay cap rules of Section 162(m). No such delay shall be allowed if the delay would cause the payment to be subject to additional taxes or penalties pursuant to Section 409A of the Code.
(d) Notwithstanding the above general rules with regard to payment, all payments shall be subject to compliance with the requirements of Section 409A of the Code as described below.
Payment of Phantom Units. At the Closing, Parent shall direct the Exchange Agent to deliver to the Company, to the account or accounts designated in writing by the Company no later than two (2) Business Days prior to the Closing Date, on behalf of each holder of a Phantom Unit as of immediately prior to the Effective Time, the amount in cash to which such holder is entitled as provided in Section 2.07(a)(i) after giving effect to Section 2.11. As promptly as practicable following the later of (i) the Effective Time and (ii) the delivery by the applicable holder of Phantom Units of a properly completed, duly executed Letter of Transmittal to the Company or the Surviving Company, as applicable, the Surviving Company shall deliver to each holder of a Phantom Unit as of immediately prior to the Effective Time such amount in cash.
