Payout Terms. (a) If you are continuously employed by the Company or a subsidiary, limited liability company, other entity directly or indirectly wholly owned by the Company (“Company Owned Entity”) from the Effective Date through the close of business on the “Vesting Date” as defined in the following paragraphs, you will become entitled to receive one share of Company Stock for each PARS Unit, and such shares of Company Stock will be issued to you (net of tax withholdings) as of the next business day after the Vesting Date. (b) The Vesting Date is _________, 20__. However, the Vesting Date may be accelerated as to all or part of the PARS Units upon the occurrence of one or more of the conditions set forth in paragraph 2(c) and/or 2(d). (c) Notwithstanding paragraph 2(b), if, as of any date during the two-year period commencing ________, 20__ and ending _________, 20__, the 30-Day Average Value Per Share of Company Stock reaches an amount set forth in column (A) below, the Vesting Date for the corresponding percentage of the PARS Units set forth under column (B) below will be accelerated according to the following schedule: _________ – _________ _________ _________ – _________ _________ After _________ _________ (A) If the 30-Day Average Value Per Share of Company Stock reaches at least: (B) The Cumulative Percent of Award Accelerated shall be: (d) Notwithstanding paragraphs 2(a), 2(b) or 2(c), if there is a Change of Control before all shares of Company Stock have been issued to you under this Award and either: (i) You are and have been continuously employed by the Company or a Company Owned Entity through and on the effective date of the Change of Control (the “CoC Effective Date”), or (ii) You have been continuously employed by the Company or a Company Owned Entity and not more than ninety (90) days prior to the CoC Effective Date your employment with the Company or Company Owned Entity is terminated, and such termination was done at the request of a third party who, at such time, had taken steps reasonably calculated to effect a Change of Control, such termination was not because of your death, Disability or for Cause, and such Change of Control subsequently does occur; then the entire then-remaining undistributed portion of the Award will be converted into the right to receive cash in an amount equal to the number of then-remaining PARS Units multiplied by the average of the daily closing price of the Company’s common stock on the New York Stock Exchange over the last ten trading days preceding the CoC Effective Date, and such cash will be paid to you (net of required tax withholdings) within 30 days after the CoC Effective Date. However, in such event, the following additional terms will apply to the Award:
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Payout Terms. (a) If you are continuously employed by the Company or a subsidiary, limited liability company, other entity directly or indirectly wholly owned by the Company (“Company Owned Entity”) from the Effective Award Date through the close of business on the “Vesting Date” as defined in the following paragraphssections, you will become entitled to receive one share of Company Stock for each PARS Unit, and such total shares of Company Stock (or cash in limited circumstances) will be issued to you (net of shares withheld for tax withholdingspurposes using statutory tax rates) as of the next business day after the Vesting Date.
(b) The Vesting Date is _________May 1, 20__2025. However, the Vesting Date may be accelerated as to all or part of the PARS Units upon the occurrence of one or more of the conditions set forth in paragraph section 2(c) and/or 2(d).
(c) Notwithstanding paragraph 2(b), ifIf, as of any date during the two-year period commencing ________May 1, 20__ 2022 and ending _________April 30, 20__2024, the 30-Day Average Value Per Share of Company Stock reaches an amount set forth in column (A) below, the Vesting Date for the corresponding percentage of the PARS Units set forth under column (B) below will be accelerated according to the following schedule: _________ – _________ _________ _________ – _________ _________ After _________ _________
(A) If the 30-Day Average Value Per Share of Company Stock reaches at least: (B) The Cumulative Percent of Award Accelerated shall be:
(d) (i) Notwithstanding paragraphs sections 2(a), 2(b) or 2(c), if there is a Change of Control resulting in the Company Stock no longer being publicly held and traded on the New York Stock Exchange before all shares of Company Stock under this Award have been issued to you under this Award and either:
(i) You you are and have been continuously employed by the Company or a subsidiary, limited liability company, other entity directly or indirectly wholly owned by the Company (“Company Owned Entity Entity”) through and on the effective date of the Change of Control (the “CoC Effective Date”) then (A) below shall apply and if the conditions in (A) cannot be met then (B) shall apply.
(A) The PARS Units granted to you pursuant to this PARS Award Agreement shall be replaced by an equity award agreement of Acquirer, as defined in the ESCO Technologies Inc. Fourth Amended and Restated Severance Plan dated November 17, 2020 (the “Severance Plan”) provided all of the following conditions are met:
(I) Acquirer’s common stock is publicly held and widely traded on an established U.S. stock exchange, either NYSE or NASDAQ; and
(II) Such PARS Units are converted to units of the Acquirer’s common stock at a total value equal to the PARS Units (“Replacement Units”) under an equity award agreement (“Replacement Agreement”) with terms at least as favorable as the terms of this PARS Award Agreement. For the purposes of conversion, the value of the PARS Units shall be calculated based on the average closing price of the Company shares for the ten days prior to the Change of Control and the value of the Replacement Units shall be calculated based on the average closing price of common stock of the Acquirer for the ten days prior to the Change of Control. The Replacement Agreement shall provide that each Replacement Unit when vested shall equal one share of Acquirer’s common stock and unless earlier distributed such Acquirer common stock (net of tax withholdings) will be distributed to you three years after the original date of the award of the PARS Units (“Replacement Award”). Such Replacement Agreement shall not include the ownership requirements of Section 3. The Replacement Agreement shall also provide that (a) Replacement Units shall vest and Acquirer common stock will be issued to you equivalent to such Replacement Units (less shares withheld for applicable taxes) on the termination of your employment Without Cause (as defined in the Severance Plan) or your termination with Good Reason (as defined in the Severance Plan), orand (b) if you retire with at least 5 years of total employment with the Company and/or the Acquirer (“Retirement”) then you shall receive the number of shares equal to the undistributed shares under this PARS Award multiplied by the percentage which is the number of months elapsed during the PARS Award Term as of the retirement date compared to the total number of months in the PARS Award Term. If prior to the vesting of such Replacement Units your employment ends, other than for Retirement, Without Cause, or with Good Reason, Replacement Units shall not vest and the Replacement Award shall be cancelled.
(B) The PARS Units granted to you pursuant to this PARS Award Agreement shall not be replaced if the Successor Entity determines it will not or cannot replace the PARS Award granted pursuant to this Agreement. In such event then the entire then-remaining undistributed portion of the Award will be converted into the right to receive cash in an amount equal to the number of then-remaining undistributed PARS Units multiplied by the average of the daily closing price of the Company’s common stock on the New York Stock Exchange over the last ten trading days preceding the CoC Effective Date, and such cash will be paid to you (net of required tax withholdings) within 30 days after the CoC Effective Date.
(ii) You If before a CoC, all PARS Units under this Award have not been distributed to you in shares of Company Stock and you have been continuously employed by the Company or a Company Owned Entity and not more than ninety (90) days prior to the CoC Effective Date your employment with the Company or Company Owned Entity is terminatedwas terminated not because of your death, Disability, or for Cause, and such termination was done at the request of a third party who, at such time, had taken steps reasonably calculated to effect a Change of Control, such termination was not because of your death, Disability or for Cause, and such Change of Control subsequently does occur; occur then the entire then-remaining undistributed portion of the Award will be converted into the right to receive cash in an amount equal to the number of then-remaining PARS Units multiplied by the average of the daily closing price of the Company’s common stock on the New York Stock Exchange over the last ten trading days preceding the CoC Effective Date, and such cash will be paid to you (net of required tax withholdings) within 30 days after the CoC Effective Date. However.
(iii) In the event of a CoC this subsection 2(d) shall control all distributions of shares and compensation under this Award.
(iv) Anything in this PARS Award Agreement to the contrary notwithstanding, in such eventthe event it shall be determined that any payment or distribution by the Company, Company Owned Entity or Successor Entity to or for the following additional terms will apply benefit of you (whether paid or payable or distributed or distributable pursuant to the Award:terms of this PARS Award Agreement or otherwise) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (the “Code”) (or any other provision of the Code relating to excise taxes or “excess parachute payments”) then Section 10 of the Severance Plan shall apply.
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Payout Terms. (a) If you are continuously employed by the Company or a subsidiary, limited liability company, other entity directly or indirectly wholly owned by subsidiary of the Company (“Company Owned Entity”) from the Effective Date through the close of business on the “Vesting Date” as defined in the following paragraphs, you will become entitled to receive one share of Company Stock for each PARS Unit, and such shares of Company Stock will be issued to you (net of required tax withholdings) as of the next business day after the Vesting Date.
(b) The As of the Effective Date, the Vesting Date is _________September 30, 20__. However, the Vesting Date may be accelerated as to all or part of the PARS Units upon the occurrence of one or more of the conditions set forth in paragraph 2(c) and/or 2(d).
(c) Notwithstanding paragraph 2(b), if, as of any date during the two-year period commencing ________October 1, 20__ and ending _________September 30, 20__, the 30-Day Average Value Per Share of Company Stock reaches an amount set forth in column (A) below, the Vesting Date for the corresponding percentage of the PARS Units set forth under column (B) below will be accelerated according to March 31 of the Company’s Fiscal Year following schedule: _________ – _________ _________ _________ – _________ _________ After _________ _________the Fiscal Year in which the criteria for acceleration are first met.
(A) If the 30-Day Average Value Per Share of Company Stock reaches at least: (B) The Cumulative Percent of Award Accelerated shall be:: $_____ 100% $_____ 50%
(d) Notwithstanding paragraphs 2(a), 2(b) or 2(c), if there is a Change of Control before all shares of Company Stock have been issued to you under this Award and either:
(i) You you are and have been continuously employed by the Company or a Company Owned Entity through and on the effective date of the Change of Control (the “CoC Effective Date”), or
(ii) You have been continuously employed by the Company or a Company Owned Entity and not more than ninety (90) days prior to the CoC Effective Date your employment with the Company or Company Owned Entity is terminated, or the Plan is amended, changed or modified in such manner as to reduce or eliminate the benefits provided in this Award, and such termination termination, amendment, change or modification was done at the request of a third party who, at such time, had taken steps reasonably calculated to effect a Change of Control, such termination was not because of your death, Disability or for Cause, and such the Change of in Control described in this clause 2(d)(ii) subsequently does occur; then ;
(1) the continuous employment requirement of paragraph 2(a) shall not apply to you with respect to the period between the termination, amendment, change or modification described in clause 2(d)(ii) and the CoC Effective Date, and
(2) the entire then-remaining undistributed portion of the Award will be converted into the right to receive cash in an amount equal to the number of then-remaining PARS Units multiplied by the average 10-Day Average Value Per Share of the daily closing price of the Company’s common stock Company Stock on the New York Stock Exchange over the last ten trading days preceding day prior to the CoC Effective Date, and such cash will be paid to you (net of required tax withholdings) within 30 days after the CoC Effective Date. However, in such event, the following additional terms will apply to the Award:
(I) Notwithstanding the foregoing provisions of this paragraph 2(d), in the event a certified public accounting firm designated by the Committee (the “Accounting Firm”) determines that any payment (whether paid or payable pursuant to the terms of this Award or otherwise and each such payment hereinafter defined as a “Payment” and all Payments in the aggregate hereinafter defined as the “Aggregate Payment”), would subject you to tax under Section 4999 of the Internal Revenue Code of 1986 (“Code”) then such Accounting Firm shall determine whether some amount of payments would meet the definition of a “Reduced Amount”. If the Accounting Firm determines that there is a Reduced Amount, payments shall be reduced so that the Aggregate Payments shall equal such Reduced Amount. For purposes of this clause 2(d)(I), the “Reduced Amount” shall be the largest Aggregate Payment which (A) is less than the sum of all Payments and (B) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if Payments were made without regard to this clause 2(d)(I). “Net After Tax Receipt” means the Present Value (defined under Section 280G(d)(4) of the Code) of a Payment net of all taxes imposed on you under Section 1 and 4999 of the Code by applying the highest marginal rate under Section 1 of the Code.
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Payout Terms. (a) If you are continuously employed by the Company or a subsidiary, limited liability company, other entity directly or indirectly wholly owned by the Company (“Company Owned Entity”) from the Effective Award Date through the close of business on the “Vesting Date” as defined in the following paragraphs, you will become entitled to receive one share of Company Stock for each PARS Unit, and such shares of Company Stock will be issued to you (net of tax withholdings) as of the next business day after the Vesting Date.
(b) The Vesting Date is __________, 20__. However, the Vesting Date may be accelerated as to all or part of the PARS Units upon the occurrence of one or more of the conditions set forth in paragraph 2(c) and/or 2(d).
(c) Notwithstanding paragraph 2(b), if, as of any date during the two-year period commencing __________, 20__ and ending __________, 20__, the 30-Day Average Value Per Share of Company Stock reaches an amount set forth in column (A) below, the Vesting Date for the corresponding percentage of the PARS Units set forth under column (B) below will be accelerated according to the following schedule: _________ – _________ _________ _________ – _________ _________ After _________ _________:
(A) If the 30-Day Average Value Per Share of Company Stock reaches at least: (B) The Cumulative Percent of Award Accelerated shall be:: $____ 100% $____ 50%
(d) Notwithstanding paragraphs 2(a), 2(b) or 2(c), if there is a Change of Control before all shares of Company Stock have been issued to you under this Award and either:
(i) You are and have been continuously employed by the Company or a Company Owned Entity through and on the effective date of the Change of Control (the “CoC Effective Date”), or
(ii) You have been continuously employed by the Company or a Company Owned Entity and not more than ninety (90) days prior to the CoC Effective Date your employment with the Company or Company Owned Entity is terminated, and such termination was done at the request of a third party who, at such time, had taken steps reasonably calculated to effect a Change of Control, such termination was not because of your death, Disability or for Cause, and such Change of Control subsequently does occur; then the entire then-remaining undistributed portion of the Award will be converted into the right to receive cash in an amount equal to the number of then-remaining PARS Units multiplied by the average of the daily closing price of the Company’s common stock on the New York Stock Exchange over the last ten trading days preceding the CoC Effective Date, and such cash will be paid to you (net of required tax withholdings) within 30 days after the CoC Effective Date. However, in such event, the following additional terms will apply to the Award:
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