Payment of Restricted Units. (a) If and when the Restricted Units vest, the Company shall issue to the Grantee one Share for each vested Restricted Unit, subject to tax withholding as described below, within two (2) months after the applicable vesting date.
(b) The issuance of Shares to the Grantee pursuant to this Agreement is subject to all applicable foreign, federal, state, local and other taxes. All obligations of the Company under this Agreement shall be subject to the rights of the Company to withhold amounts required to be withheld for any taxes, if applicable. The Grantee shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any foreign, federal, state, local or other taxes that the Company is required to withhold with respect to the Restricted Units. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Company with respect to Restricted Units by having shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities.
(c) The obligation of the Company to deliver Shares when Restricted Units vest shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations.
Payment of Restricted Units. In the event of a Change of Control, the Restricted Units subject to this award will be paid to the Participant no later than the earlier of ninety (90) days following the date of occurrence of such Change in Control or two and one-half (2-1/2) months following the end of the calendar year in which occurs the date of such Change in Control, regardless of whether the applicable Restricted Period has expired or whether applicable performance goals or targets have been met. For a Change of Control occurring within the first consecutive twelve-month period following the Date of Grant, the number of performance-based Restricted Units paid out shall be equal to the total number of Restricted Units outstanding in this award as of the Change of Control, not adjusted for any performance factors. For a Change of Control occurring after the first consecutive twelve-month period following the Date of Grant, the number of performance-based Restricted Units paid out shall be the greater of:
(1) the total number of Restricted Units outstanding in this award as of the Change of Control, not adjusted for any performance factors, or
(2) the total number of Restricted Units outstanding in this grant, multiplied by the applicable performance factors related to the Partnership’s actual performance immediately prior to the Change of Control. The Restricted Units subject to this award shall be payable to the Participant in cash or Units, as determined by the Committee prior to the Change of Control, as follows:
(3) if the Participant is to receive Units, the Participant will receive the total number of Units stated above in this Section 1.6(a); or
(4) if the Participant is to receive cash, the Participant will be paid an amount in cash equal to the number of Units stated above in this Section 1.6(a), multiplied by the Fair Market Value per Unit immediately prior to the Change of Control. Such amount will be reduced by the applicable federal, state and local withholding taxes due.
Payment of Restricted Units. (a) If and when the Restricted Units vest, the Company shall issue to the Grantee one Share for each vested Restricted Unit within two (2) months after the applicable vesting date.
(b) The issuance of Shares to the Grantee pursuant to this Agreement is subject to all applicable foreign, federal, state, local and other taxes. All obligations of the Company under this Agreement shall be subject to the rights of the Company to withhold amounts required to be withheld for any taxes, if applicable.
(c) The obligation of the Company to deliver Shares when Restricted Units vest shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations.
Payment of Restricted Units. (a) As soon as practicable after the Grantee ceases to be employed by, or provide service to, the Company, POZEN will issue to the Grantee one share of Common Stock for each whole vested Restricted Unit credited to the Restricted Unit Account, subject to satisfaction of the Grantee’s tax withholding obligations as described below. Any vested amounts representing partial shares shall be paid in cash.
(b) All obligations of POZEN under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for applicable taxes. Subject to Committee approval, the Grantee may elect to satisfy any tax withholding obligation of the Company with respect to the Restricted Units by having shares of Common Stock withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state, and local tax liabilities.
(c) The obligation of POZEN to deliver shares hereunder 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 shares of Common Stock 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 shares, the shares 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 shares of Common Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state having jurisdiction thereof.
(d) The Grantee agrees to be bound by the Company’s policies regarding transfer of shares of Common Stock and understands that there may be certain times during the year in which the Grantee will be prohibited from selling, transferring, pledging, donating, assigning, mortgaging, hypothetically or encumbering shares.
Payment of Restricted Units. (a) On July 15, 20__ [the year following the Grant Date] , provided that the Restricted Units have vested in accordance with Section 3(a) of this Agreement, POZEN will issue to the Grantee one share of Common Stock for each whole vested Restricted Unit. Any vested amounts representing partial shares shall be paid in cash.
(b) The obligation of POZEN to deliver shares hereunder shall 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 shares of Common Stock 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 shares, the shares 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 shares of Common Stock to the Grantee pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state having jurisdiction thereof.
(c) The Grantee agrees to be bound by the Company’s policies regarding transfer of shares of Common Stock and understands that there may be certain times during the year in which the Grantee will be prohibited from selling, transferring, pledging, donating, assigning, mortgaging, hypothetically or encumbering shares.
Payment of Restricted Units. In the event of a Change of Control, the Restricted Units subject to this award will be paid to the Participant no later than the earlier of ninety (90) days following the date of occurrence of such Change in Control or two and one-half (2-1/2) months following the end of the calendar year in which occurs the date of such Change in Control. The number of Restricted Units paid out shall be equal to the total number of Restricted Units outstanding in this award as of the Change of Control, regardless of whether the applicable Restricted Period has expired. The Restricted Units subject to this award shall be payable to the Participant in cash or Units, as determined by the Committee prior to the Change of Control, as follows:
(1) if the Participant is to receive Units, the Participant will receive the total number of Units stated above in this Section 1.5(a); or
(2) if the Participant is to receive cash, the Participant will be paid an amount in cash equal to the number of Units stated above in this Section
Payment of Restricted Units. (a) (i) It is intended that the Restricted Units will be distributed in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). On the fifth business day after the Grantee separates from service with POZEN (as defined under Section 409A), or on the second business day following the eighth day after Grantee executes and does not revoke the Release under the circumstances described in Paragraph 4(b), POZEN will issue to the Grantee one share of Common Stock for each whole vested Restricted Unit credited to the Restricted Unit Account pursuant to the terms of this Agreement, subject to satisfaction of the Grantee’s tax withholding obligations as described below, and except as described below.
Payment of Restricted Units. In the event of either of the following events:
(1) a Change in Control of the Company, or
(2) a sale of significant assets as described in Section 6.3(viii) of the Plan, as a consequence of which sale:
(i) Participant's employment is terminated by the Company or any Affiliate thereof without Cause, or by the Participant for Good Reason, or
(ii) the Participant's employer ceases to be the Company or one of its Affiliates, all the Restricted Units subject to this award (as adjusted, assuming that all applicable performance measures are achieved at the maximum level) automatically shall vest and become payable to the Participant in an amount of cash equal to the number of Restricted Units outstanding multiplied by the highest price per Partnership common unit reflected in the consolidated trading tables of The Wall Street Journal (presently the New York Stock Exchange Composite Transactions quotations) during the period commencing sixty (60) calendar days prior to the Change in Control (or significant sale of assets, as the case may be) and ending on the sixtieth (60th) calendar day following the Change in Control (or significant sale of assets, as the case may be). Regardless of whether the applicable Restricted Period has expired, this amount, reduced by applicable federal, state and local withholding taxes due (as provided in Section 2.6 hereof), will be paid out to the Participant no later than ninety (90) days following:
(3) the date of occurrence of such Change in Control, or
(4) the date, following a significant sale of assets (as described in Section 6.3(viii) of the Plan), that:
(i) the Company terminates Participant's employment without Cause, or
(ii) the Participant terminates employment for Good Reason, or
(iii) the Participant's employer ceases to be the Company or one of its Affiliates such payment date being the "Payout Date."
Payment of Restricted Units. In the event of a Qualifying Termination, the Restricted Units subject to this award will be paid to the Participant no later than the earlier of ninety (90) days following the date of occurrence of such Qualifying Termination or two and one-half (2- 1 /2) months following the end of the calendar year in which occurs the date of such Qualifying Termination. The number of Restricted Units paid out shall be equal to the total number of Restricted Units outstanding in this award as of the Qualifying Termination, regardless of whether the applicable Restricted Period has expired. The Restricted Units subject to this award shall be payable to the Participant in cash or Units, as determined by the Committee prior to the Qualifying Termination, as follows:
(1) if the Participant is to receive Units, the Participant will receive the total number of Units stated above in this Section 1.5(a); or
(2) if the Participant is to receive cash, the Participant will be paid an amount in cash equal to the number of Units stated above in this Section 1.5(a), multiplied by the Fair Market Value per Unit immediately prior to the Qualifying Termination. Such amount will be reduced by the applicable federal, state and local withholding taxes due.
Payment of Restricted Units. As soon as reasonably practicable after each date on which the Restricted Units vest hereunder but in no event later than the date that is 2-1/2 months from the end of the Company's taxable year in which such amount is no longer subject to a substantial risk of forfeiture, the Company shall pay to Grantee a cash amount equal to the Fair Market Value of a share of Common Stock on the date of vesting, multiplied by the number of Restricted Units which vested on such date. Notwithstanding the aforementioned timing of payment, such payment shall be made in accordance with the short term deferral exception of Code Section 409A regulations, as may be amended after the Effective Date of this Agreement.
