Payment of Vested Units Sample Clauses

Payment of Vested Units. A cash payment in respect of vested Units shall be made to Executive not later than the 15th of March following the date such Unit vests and shall equal the applicable number of vested Units multiplied by the lesser of (a) $12.00 or (b) the greater of (i) $6.00 or (ii) the average closing price of the Company's common stock (as reported in the Wall Street Journal) for the first five trading days immediately following the Company's annual earnings release in respect of the Company's fiscal years ending in January 2001, 2002, or 2003, as the case may be. Notwithstanding the foregoing, if Units vest by reason of a Change of Control Event, a cash payment in respect of such Units shall be made to Executive as soon as practicable after the Change of Control Event and shall equal the applicable number of Units multiplied by the lesser of (x) $12.00, or (y) the greater of (i) $6.00 or (ii) the tender offer price per common share of Company Stock in the case of a cash transaction or the average closing price for the Company (as reported in the Wall Street Journal) for the five trading days immediately preceding the Change of Control Event date in the case of a noncash transaction.
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Payment of Vested Units. Vested Units are payable on a deferred basis at the same time that your “Payment Sub-Account” for the 20 “Plan Year” under the EnPro Industries, Inc. Management Stock Purchase Deferral Plan is payable, based on your prior election under such plan.
Sample 1Sample 2
Payment of Vested Units. As soon as administratively practicable after the end of the Performance Period or, if earlier, the date of a Corporate Change, you shall be entitled to receive from the Company a payment in cash equal to the product of the Payout Percentage (as set forth in Attachment A) and the value of your vested Performance Units as determined in Attachment A. Notwithstanding the foregoing, however, (a) payment may not be made prior to the first day such payment would not be subject to the additional tax imposed by Section 409A of the Code, (b) in no event may the amount paid to you by the Company in any year with respect to Performance Units earned hereunder exceed $5,000,000 if you are a “covered employee” for purposes of Section 162 (m) of the Code and (c) you shall not be entitled to receive payment until you have completed one year of service with the Company or its Affiliates from the date of grant of this Award, unless such requirement is waived by the Committee in the case of death, disability, retirement, involuntary separation without cause or a Corporate Change.
Sample 1
Payment of Vested Units. Vested Units are payable on a deferred basis at the same time that your “Payment Sub-Account” for the 2014 “Plan Year” under the EnPro Industries, Inc. Management Stock Purchase Deferral Plan is payable, based on your prior election under such plan. Please complete this form only if you haven’t already designated a beneficiary for your Units granted under the Plan or if you wish to change your current beneficiary designation. Completed forms should be returned to Xxxxx Xxxxx at 0000 Xxxxxxxx Xxxx., Xxxxx 000, Xxxxxxxxx, XX 00000 or xxxxx.xxxxx@xxxxxxxxxxxxxxx.xxx. With respect to the above described award of Units under the EnPro Industries, Inc. Amended and Restated 2002 Equity Compensation Plan (the “Plan”), I hereby designate the following person or entity as my beneficiary with respect to any delivery of payment with respect to the Units in the event of my death. If my beneficiary named below predeceases me, any such payment will be made to my estate.
Sample 1
Payment of Vested Units. Except as indicated below, payouts will be made as soon as administratively practicable after the end of the Performance Period, but in no event later than March 15, 2010. In the event of death or disability as specified above, payment will be made no later than March 15 of the year following the year in which the event occurs. In the event of a Corporate Change, payment will be made on the effective date of the Corporate Change. Notwithstanding the foregoing, however, (a) payment may not be made prior to the first day such payment would not be subject to the additional tax imposed by Section 409A of the Code, (b) in no event may the amount paid to you by the Company in any year with respect to Performance Units earned hereunder exceed $5,000,000 if you are a "covered employee" for purposes of Section 162 (m) of the Code and (c) you shall not be entitled to receive payment until you have completed one year of service with the Company or its Affiliates from the date of grant of this Award, unless such requirement is waived by the Committee in the case of death, disability, retirement, involuntary separation without cause or a Corporate Change.
Sample 1
Payment of Vested Units. Within a reasonable period after the Restricted Stock Units become vested and payable, for each vested and payable Restricted Stock Unit, the Company will deliver to you a cash payment equal to the Fair Market Value of one share of Common Stock on the date the Restricted Stock Units become vested and payable.
Sample 1
Payment of Vested Units. (a) Payment in respect of Executive’s vested Units is subject to a mandatory Deferral Direction and shall be paid at the time set forth in Section 7(b) or Section 14 (if applicable) of the Plan (the “Payment Date”) (generally upon the earliest to occur of (i)a 409A Change of Control and the later of (A) the date of Executive’s Separation from Service and(B) the applicable Vesting Date of the Units as set forth above). (b) On the Payment Date, the Executive shall be entitled to receive an amount determined in accordance with Section 7(c) of the Plan (the “Settlement Amount”). (c) The Settlement Amount will generally be payable in cash; however, the Company has the right in certain circumstances specified in the Plan to pay the Settlement Amount in Shares under the Equity Plan. (d) Payments made pursuant to Units shall be subject to applicable federal, state, local and other withholding taxes, and the Company’s obligation to make payment pursuant to Units shall be subject to Executive making arrangement with the Company for the withholding of same.
Sample 1
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Payment of Vested Units. (a) Payment in respect of Executive’s vested Units is subject to a mandatory Deferral Direction and shall be paid at the time set forth in Section 7(b) or Section 13 (if applicable) of the Plan (the “Payment Date”) (generally upon the earliest to occur of (i) a 409A Change of Control and the later of (A) the date of Executive’s Separation from Service and (B) the Vesting Date of the Units as set forth above). (b) On the Payment Date, the Executive shall be entitled to receive an amount determined in accordance with Section 7(c) of the Plan (the “Settlement Amount”). (c) The Settlement Amount will generally be payable in cash; however, the Company has the right in certain circumstances specified in the Plan to pay the Settlement Amount in Shares under the Company’s Amended and Restated 2009 Equity Incentive Plan or any other such plan pursuant to which the Company’s Shares are issuable that has been adopted in accordance with applicable law and applicable stock exchange rules. (d) Payments made pursuant to Units shall be subject to applicable federal, state, local and other withholding taxes, and the Company’s obligation to make payment pursuant to the Units shall be subject to Executive making arrangement with the Company for the withholding of same.
Sample 1

Related to Payment of Vested Units

  • Payment of Restricted Stock Units (a) The Restricted Stock Units that have become non-forfeitable pursuant to Section 1 of this Schedule B will be paid in Common Shares transferred to you within 10 business days following the Vesting Date, provided, however, that, subject to Section 3(b) of this Schedule B, (i) in the event a Change of Control occurs prior to the Vesting Date or (ii) in the event your employment terminates on account of the reasons set forth in Section 1(b)(ii) of this Schedule B prior to the Vesting Date, the Restricted Stock Units will be paid within 10 business days following such Change of Control or the date of the termination of your employment, whichever applies. If PolyOne determines that it is required to withhold any federal, state, local or foreign taxes from any payment, PolyOne will withhold Common Shares with a Market Value per Share equal to the amount of these taxes from the payment. (b) If the event triggering the right to payment under Section 3(a) of this Schedule B does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything herein to the contrary, the payment of Common Shares will be made to you, to the extent necessary to comply with Section 409A of the Code, on the earliest of (i) your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A) that occurs after the event giving rise to payment; (ii) the Vesting Date; or (iii) your death. In addition, if you are a “key employee” as determined pursuant to procedures adopted by PolyOne in compliance with Section 409A of the Code and any payment of Common Shares made pursuant to this Schedule B is considered to be a “deferral of compensation” (as such phrase is defined for purposes of Section 409A of the Code) that is payable upon your “separation from service” (within the meaning of Section 409A of the Code), then the payment date for such payment shall be the date that is the tenth business day of the seventh month after the date of your “separation from service” with PolyOne or a Subsidiary (determined in accordance with Section 409A of the Code).

  • Stock Vesting Unless otherwise approved by the Board of Directors, all stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers shall be subject to vesting as follows: (a) twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the Company, and (b) seventy-five percent (75%) of such stock shall vest over the remaining three (3) years.

  • Grant of Restricted Units Subject to the restrictions, terms and conditions of this Agreement, the Company hereby awards to the Participant Restricted Units. The Restricted Units constitute an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Agreement, cash on the applicable vesting date for such Restricted Units as provided herein. Until such delivery, the Participant shall have only the rights of a general unsecured creditor; provided, that if prior to the settlement of any Restricted Unit, (a) the Company pays a cash dividend (whether regular or extraordinary) or otherwise makes a cash distribution to a shareholder in respect of a Share, then the Company shall pay currently to the Participant (on or as soon as practicable (but in no event later than 30 days) following the date on which the underlying dividend or other distribution is made to a shareholder), in respect of each then-outstanding Restricted Unit held by him, an amount equal to any such cash dividend or distribution, and (b) the Company pays a non-cash dividend (whether regular or extraordinary) or otherwise makes a non-cash distribution in Shares or other property to a shareholder in respect of a Share, then the Company shall provide the Participant, in respect of each then-outstanding Restricted Unit held by him, an amount equal to the Fair Market Value (as defined in the Take-Two Interactive Software, Inc. 2009 Stock Incentive Plan (the “Plan”)) of such Shares or an amount equal to the fair market value of such other property as reasonably determined by the Company in good faith, as applicable, at the same time as such Restricted Unit vests and is settled under Section 2 below (and the Participant shall forfeit any such right to such amount if such Restricted Unit is forfeited prior to vesting).

  • Settlement of Restricted Stock Units Subject to the terms of the Plan and this Agreement, Restricted Stock Units shall be settled in Shares, provided that Participant has satisfied any Tax-Related Items pursuant to Section 8 below. Shares will be issued to Participant within 70 days following the applicable Vesting Date unless subject to the terms of the Company’s deferred compensation plan; provided, however, that if the Participant is subject to taxation in the U.S. (a “U.S. Taxpayer”), the Restricted Stock Units vest pursuant to Section 1.6 below and the Restricted Stock Units are considered “non-qualified deferred compensation” subject to Section 409A of the Code (“Code Section 409A,” and such compensation, “Deferred Compensation”), the Shares will be issued in accordance with the following schedule: (i) if the termination event giving rise to the vesting acceleration occurs prior to the Change in Control and the Change in Control constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation 1.409A-3(i)(5)(i)) (a “409A CIC”), the Shares will be issued on the date of the Change in Control, and if the Change in Control does not constitute a 409A CIC, the Shares will be issued on the date that is six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) (a “Separation from Service”); (ii) if the termination event giving rise to the vesting acceleration occurs on or following the Change in Control and the Change in Control constitutes a 409A CIC, then the Shares will be issued within 30 days following the Participant’s Separation from Service, and if the Change in Control is not a 409A CIC, then the Shares will be issued on the date that is six months following the Participant’s Separation from Service. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the Participant is a U.S. Taxpayer, the Restricted Stock Units are considered Deferred Compensation and the Restricted Stock Units are to be settled in connection with a termination contemplated under Section 1.6 below, the Company and the Participant shall take all steps necessary (including with regard to any post-termination services by the Participant) to ensure that a termination contemplated under Section 1.6 constitutes a Separation from Service. In addition, if the Restricted Stock Units are Deferred Compensation, the Restricted Stock Units are settled upon the Participant’s Separation from Service and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a Separation from Service, then the Shares will be issued on the first business day of the seventh month following the Participant’s Separation from Service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A.

  • Class B Units Class B Unitholders shall not be entitled to vote in any matters relating to the Company, unless otherwise reserved to the Members by the Act. In addition to the other rights and obligations of Class B Unitholders hereunder, Class B Units shall entitle the holder of such Class B Units to (i) Tax Distributions pursuant to Section 4.01(b), and (ii) a preferred return equal to the Class B Preferred Return Amount. The Class B Preferred Return Amount shall not be required to be paid annually but shall accrue and become payable at the earlier of (x) the fifth (5th) anniversary of the Effective Time, or (y) a liquidation of, or a taxable sale of substantially all of the assets of, the Company. Upon the occurrence of an event referenced in clause (y) above, each Class B Unitholder shall also be paid such Class B Unitholder’s Class B Preferred Return Base Amount, in addition to all of the outstanding, accrued and unpaid Class B Preferred Return Amount. On the seventh (7th) anniversary of the Effective Time, each Class B Unitholder may, at its option and in accordance with the notice and other procedural provisions set forth in Section 11.01(a) (the “7 Year Put Option”), sell all (but not less than all) of its Class B Units to the Company for an amount equal to such Class B Unitholder’s Class B Preferred Return Base Amount plus any outstanding and accrued Class B Preferred Return Amount of such Class B Unitholder (the “Class B Option Consideration”) and, upon the exercise of the 7 Year Put Option by any Class B Unitholder, the Company shall purchase all of such holder’s Class B Units for the Class B Option Consideration. Notwithstanding anything herein to the contrary, no Class B Preferred Return Amount shall be due and payable with respect to such Class B Units pursuant this Section 3.02(b) at such time or times specified in this Section 3.02(b) unless such Class B Units remain issued and outstanding at such time or times and no Redemption or Direct Exchange of such Class B Units described in Article XI hereof has occurred.

  • Vesting of Restricted Stock Units The restrictions and conditions of Section 1 of this Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in a Business Relationship (as defined in Section 3 below) on such Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Section 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. Incremental Number of Restricted Stock Units Vested Vesting Date The Administrator may at any time accelerate the vesting schedule specified in this Section 2.

  • Grant of Restricted Share Units Subject to all of the terms and conditions of this Award Agreement and the Plan, the Company hereby grants to the Participant [ ] Class A restricted share units (the “RSUs”).

  • 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.

  • Vesting of Restricted Shares The Restricted Shares are subject to forfeiture to the Company until they become vested and non-forfeitable in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law, except to (i) an immediate family member or (ii) a trust or other estate-planning vehicle (collectively, the “Permitted Transferees”), so long as any such Permitted Transferee, as a condition to such transfer, agrees in writing to be bound by the terms of this Agreement with respect to the Restricted Shares. (a) 100% of the Restricted Shares subject hereto shall become vested and non-forfeitable on the third anniversary of the Effective Date, provided the Grantee remains in continuous service with the Company through such date. (b) Upon cessation of the Service Relationship (hereinafter defined), any Restricted Shares which then remain forfeitable (determined after application of Section 2(c), below) will immediately and automatically, without any action on the part of the Company, be forfeited, and the Grantee will have no further rights with respect to those shares. (c) If the Service Relationship (as defined below) terminates due to the Grantee’s death, or if a Change in Control (as defined below) occurs during the Service Relationship, any otherwise unvested Restricted Shares will then become vested and non-forfeitable. Similarly, if the Service Relationship ceases due to a termination by the Company without “Cause”, due to the Grantee’s “Disability” or due to a resignation by the Grantee with “Good Reason” (each as defined in that certain Employment Agreement between the Grantee and the Company dated on or about the closing date of the Transaction (the “Employment Agreement”)), and the Grantee executes a release of claims in the form and manner described in Section 7(c)(iii) of the Employment Agreement within the timeframe established in the Employment Agreement, any otherwise unvested Restricted Shares will become vested and non-forfeitable when such release becomes irrevocable. (d) For purposes of this Agreement, “Service Relationship” means the Grantee’s employment or service with the Company or its parent or any subsidiary or Affiliate, whether in the capacity of an employee, director or a consultant. Unless otherwise determined by the Board, the Grantee’s Service Relationship shall not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the Company or a transfer between locations of the Company, its parent or any subsidiary or Affiliate or a transfer between the Company, its parent, or any subsidiary or Affiliate, provided that there is no interruption or other termination of the Service Relationship. Subject to the foregoing and the following sentence, the Company, in its discretion, shall determine whether the Grantee’s Service Relationship has terminated and the effective date of such termination. The following events shall not be deemed a termination of the Service Relationship:

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

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