Phantom Stock. Subject to the conditions and restrictions set forth below and in the Plan, the Company hereby grants to the Participant as of the Date of Grant, this Award of Phantom Stock (the “Phantom Shares”). The number of Target Phantom Shares shall be 202,434.
Phantom Stock. The Company shall not create any right to acquire an equity interest, or any interest measured by income, profits or any results of operations or by the value of any stock, or any similar or related right of interest.
Phantom Stock. Xxxxxx Xxxxxxx Corp. (“LBC”) adopted the Xxxxxx Xxxxxxx Corporation and Subsidiaries Phantom Stock Plan as of January 1, 2011, including any amendments thereto (the “Plan”). During the Term of Employment, Xxxxxxxxx shall be entitled to participate in the Plan in the same manner as any comparable employee in good standing of Bank. LBC reserves the right to amend or cancel the Plan at any time in its sole discretion, subject to the terms of such Plan and applicable law.
Phantom Stock. Subject to the conditions and restrictions set forth below and in the Plan, the Company hereby grants to the Participant as of the Date of Grant, an Award of shares of Phantom Stock (the “Phantom Shares”). The Phantom Shares awarded hereunder shall be comprised of:
(a) Stock-Settled Phantom Shares,
(i) of which shall be Stock-Settled Financial Performance Phantom Shares, and
(ii) the remaining of which shall be Stock-Settled Available Days Phantom Shares, and
(b) Cash-Settled Phantom Shares,
(i) of which shall be Cash-Settled Financial Performance Phantom Shares, and
(ii) the remaining of which shall be Cash-Settled Available Days Phantom Shares.
Phantom Stock. Transferor shall take all actions necessary to cause the Phantom Stock Plan to be amended as of the Closing (a) to remove the performance targets required for the vesting of the shares of phantom stock, (b) to provide that the distribution amount for each share of phantom stock shall be based on the per share consideration received by stockholders of Transferor under this Agreement and (c) so that all participants thereunder shall continue to vest in their shares of phantom stock in accordance with the service-based vesting schedule set forth in the Phantom Stock Plan if they continue to provide services to the entity to which they provide services as of the Closing. To the extent any Identified Phantom Stock Holders remain as participants in the Phantom Stock Plan as of the Closing, the Transfer Price shall be decreased by an amount equal to the aggregate amount of all payments to which such remaining Identified Phantom Stock Holders are entitled under the Phantom Stock Plan (the “Phantom Stock Amount”).
Phantom Stock. The units issued under the Amended U S WEST 1994 Stock Plan which are valued in accordance with Communications Stock ("Phantom Communications Stock") and the units issued under the Amended U S WEST 1994 Stock Plan which are valued in accordance with Media Stock ("Phantom Media Stock") shall be treated as follows:
(1) The Phantom Communications Stock of a Media Employee or a Media Director (as defined in Section 10(g) below) prior to the Separation Time shall be converted into Phantom Media Stock immediately prior to the Separation Time. The number of units of Phantom Media Stock received by each such individual shall equal the number of units of Phantom Communications Stock surrendered by such individual multiplied by the ratio of the Average Value of the Communications Stock to the Average Value of the Media Stock.
(2) The Phantom Media Stock of a Communications Employee or Communications Director (as defined in Section 10(g) below) prior to the Separation Time shall be converted into Phantom Communications Stock immediately prior to the Separation Time. The number of units of Phantom Communications Stock received by each such individual shall equal the number of units of Phantom Media Stock surrendered by such individual multiplied by the ratio of the Average Value of the Media Stock to the Average Value of the Communications Stock.
(3) Following the adjustments in paragraphs (1) and (2) above, MediaOne shall retain the Amended U S WEST 1994 Stock Plan and all obligations under such plan with respect to Phantom Media Stock and shall amend such plan to provide for units which are valued in accordance with MediaOne Common Stock ("Phantom MediaOne Common Stock") after the Separation Time. In order to reflect the transactions contemplated by the Separation Agreement, following the adjustments in paragraphs (1) and (2) above, the Phantom Media Stock, including units described in paragraph (1) above but not those described in paragraph (2) above, shall be converted to Phantom MediaOne Common Stock on the following basis. The number of units of Phantom MediaOne Common Stock credited shall equal the number of units of Phantom Media Stock surrendered by such individual multiplied by the ratio of the Average Value of the Media Stock to the excess of the Average Value of the Media Stock over the product of the Dividend Number multiplied by the Average Value of the Communications Stock.
(4) Following the adjustments in paragraphs (1) and (2) above, New U S WEST shal...
Phantom Stock. As of August 1, 1995, you are "deemed" to have been issued one hundred forty-two (142) shares of common stock of Bank. The Bank will maintain a record of such "deemed" shares, but no actual acquisition of such shares shall be made nor shall any shares be issued to you or on your account. You shall pay nothing for the deemed shares nor shall the Bank pay you or your beneficiaries anything therefore. Such deemed shares are solely for the purpose of calculating accruals to your account pursuant to this Agreement.
Phantom Stock. Upon execution of this Agreement and the CIC Agreement (as defined in Section 6.7, Xxxxxx shall receive an award of 3,704 shares of phantom stock of the Bank (“Phantom Stock”) valued at $5.40 per share. The Phantom Stock granted pursuant to this paragraph shall be subject to the terms and conditions of a Phantom Stock Plan and related award agreement. The Phantom Stock shall be evidenced by a Phantom Stock Award Agreement, which shall have such terms as may be set forth in the award agreement or the plan pursuant to which the Phantom Stock is awarded. The Phantom Stock awarded under this Section 4.3 will vest pro rata over a three year period on each anniversary of the date of the award, with such vesting terms more specifically set forth in a separate Phantom Stock award agreement.
Phantom Stock. The Shareholders shall have caused the Company to cancel all of the phantom stock awards held by Xxxxx X. Xxxxxxx, Xxx Xxxxx and Xxxx Xxxx solely in consideration for the Shareholders’ obligation to pay such individuals cash or other property at such time or times and in such amounts as may be agreed before the Closing Date, and which payments shall not constitute “parachute payments” within the meaning of Section 280G of the Code, in each case, as reasonably acceptable to Buyer.
Phantom Stock a. Subject to the conditions and requirements set forth in this Agreement, Employer hereby grants to Employee a "phantom stock" right relating to one (1) share of common stock of the Employer which represents one percent (1%) of the outstanding shares of common stock of Employer as of the date of this Agreement, subject to adjustment as provided in (e), below. The Employee shall become vested in fifty percent (50%) of the phantom stock right on the date that is forty five (45) days after the execution of this Agreement, and shall become vested in the remaining fifty percent (50%) of the phantom stock right on the first anniversary of the execution of this Agreement, provided that Employee remains employed by Employer on each such date. The parties agree and acknowledge that the grant of the phantom stock right hereunder shall not confer upon the Employee the right to receive any actual equity of any kind in the Employer, and the Employee shall not be entitled to any privileges of ownership of a stockholder of the Employer in connection with the phantom stock right. Rather, such phantom stock right shall only represent the right of the Employee to receive a payment should either of the following events occur:
i. the sale of all of the outstanding stock of the Employer, or its parent company, to a third party or entity not owning such stock as of the date of this Agreement. In such event, the Employee shall receive, within thirty (30) days of such sale, a lump sum cash payment equal to the fair market value (as determined in accordance with (f), below) of the shares of common stock to which this phantom stock right then relates, to the extent vested, determined as of the date of the sale; or
ii. the completion of a public offering of the stock of the Employer, or its parent company. In such event, the Employee shall receive, within thirty (30 days of the completion of the public offering, a lump sum payment in cash or common stock of the Employer, as determined by the Employer, equal to the fair market value (as determined in accordance with (f), below) of the shares of common stock to which this phantom stock right then relates, to the extent vested, determined, as of the date of the public offering.
b. If the Employee voluntarily terminates his employment with Employer, dies or becomes disabled (as set forth in paragraph 3. g.), his phantom stock right, to the extent vested, shall be valued as of the date that his employment is terminated, he dies or he be...
