Common use of Phantom Stock Compensation Clause in Contracts

Phantom Stock Compensation. (a) As additional compensation for the services provided by the Executive to the Company, effective as of the Effective Date, the Company grants to the Executive, and the Executive is credited with, 5,441 phantom stock units ("Units"). The Units shall, subject to the provisions of this Agreement, become vested cumulatively as follows: (1) On each of the first two annual anniversaries of the Effective Date, one-half of the total number of Units granted hereunder, subject to adjustment as provided in Section 1(c) hereof, shall become vested; and (2) Notwithstanding anything to the contrary contained in this Section 1(a), all Units shall become vested upon a "Change in Control" of the Company, as such term is defined in Appendix A to this Agreement. All Units which shall have become vested pursuant to this Section 1(a) are hereinafter referred to as "Vested Units." (b) The Company shall pay to the Executive as additional compensation (the "Phantom Stock Benefit") an amount, determined as of the Valuation Date (as hereinafter defined), equal to the product of (1) the number of Units then credited to the Executive hereunder which shall have become Vested Units pursuant to Section 1(a) hereof (after giving effect to the adjustments provided for in Section 1(c) below) multiplied by (2) the Value (as hereinafter defined) of one share of Common Stock on the Valuation Date. The Phantom Stock Benefit shall be paid to the Executive in cash, subject to any applicable payroll or other taxes required to be withheld, not later than the 30th day following the Valuation Date. Nothing in this Section 1 shall be deemed to grant to the Executive any right in or to, or any right to purchase or otherwise acquire, any shares of Common Stock (or any securities convertible into Common Stock). (c) In the event of a change in the number of outstanding shares of Common Stock by reason of any dividend payable in shares of Common Stock, or by reason of any stock split, reverse stock split or combination of shares, the number of Units credited to the Executive hereunder shall be increased or decreased, as the case may be, in the same proportion. Any such adjustment shall be made by the good faith determination of the Board, which determination shall be conclusive. (d) If the Company shall spin-off a significant subsidiary or shall make a substantial non-cash distribution to its stockholders, in partial liquidation or otherwise (excluding, however, any Change in Control of the Company or any transaction or change described in Section 1(c) hereof, and it is reasonable to expect that the future Value of the Common Stock would be materially affected thereby, the Board shall modify the formula for determining the Phantom Stock Benefit in an equitable manner to maintain the economic benefit granted to the Executive pursuant to this Section 1. (e) For purposes of this Agreement, the following terms shall have the meanings set forth below:

Phantom Stock Compensation. (a) As additional compensation for the services provided by the Executive to the Company, effective as of the Effective Date, the Company grants to the Executive, and the Executive is credited with, 5,441 10,881 phantom stock units ("Units"). The Units shall, subject to the provisions of this Agreement, become vested cumulatively as follows: (1) On each of the first two annual anniversaries of the Effective Date, one-half of the total number of Units granted hereunder, subject to adjustment as provided in Section 1(c) hereof, shall become vested; and (2) Notwithstanding anything to the contrary contained in this Section 1(a), all Units shall become vested upon a "Change in Control" of the Company, as such term is defined in Appendix A to this Agreement. All Units which shall have become vested pursuant to this Section 1(a) are hereinafter referred to as "Vested Units." (b) The Company shall pay to the Executive as additional compensation (the "Phantom Stock Benefit") an amount, determined as of the Valuation Date (as hereinafter defined), equal to the product of (1) the number of Units then credited to the Executive hereunder which shall have become Vested Units pursuant to Section 1(a) hereof (after giving effect to the adjustments provided for in Section 1(c) below) multiplied by (2) the Value (as hereinafter defined) of one share of Common Stock on the Valuation Date. The Phantom Stock Benefit shall be paid to the Executive in cash, subject to any applicable payroll or other taxes required to be withheld, not later than the 30th day following the Valuation Date. Nothing in this Section 1 shall be deemed to grant to the Executive any right in or to, or any right to purchase or otherwise acquire, any shares of Common Stock (or any securities convertible into Common Stock). (c) In the event of a change in the number of outstanding shares of Common Stock by reason of any dividend payable in shares of Common Stock, or by reason of any stock split, reverse stock split or combination of shares, the number of Units credited to the Executive hereunder shall be increased or decreased, as the case may be, in the same proportion. Any such adjustment shall be made by the good faith determination of the Board, which determination shall be conclusive. (d) If the Company shall spin-off a significant subsidiary or shall make a substantial non-cash distribution to its stockholders, in partial liquidation or otherwise (excluding, however, any Change in Control of the Company or any transaction or change described in Section 1(c) hereof, and it is reasonable to expect that the future Value of the Common Stock would be materially affected thereby, the Board shall modify the formula for determining the Phantom Stock Benefit in an equitable manner to maintain the economic benefit granted to the Executive pursuant to this Section 1. (e) For purposes of this Agreement, the following terms shall have the meanings set forth below:

Phantom Stock Compensation. (a) As additional compensation for the services provided by the Executive to the Company, effective as of the Effective Date, the Company grants to the Executive, and the Executive is credited with, 5,441 21,763 phantom stock units ("Units"). The Units shall, subject to the provisions of this Agreement, become vested cumulatively as follows: (1) On each of the first two annual anniversaries of the Effective Date, one-half of the total number of Units granted hereunder, subject to adjustment as provided in Section 1(c) hereof, shall become vested; and (2) Notwithstanding anything to the contrary contained in this Section 1(a), all Units shall become vested upon a "Change in Control" of the Company, as such term is defined in Appendix A to this Agreement. All Units which shall have become vested pursuant to this Section 1(a) are hereinafter referred to as "Vested Units." (b) The Company shall pay to the Executive as additional compensation (the "Phantom Stock Benefit") an amount, determined as of the Valuation Date (as hereinafter defined), equal to the product of (1) the number of Units then credited to the Executive hereunder which shall have become Vested Units pursuant to Section 1(a) hereof (after giving effect to the adjustments provided for in Section 1(c) below) multiplied by (2) the Value (as hereinafter defined) of one share of Common Stock on the Valuation Date. The Phantom Stock Benefit shall be paid to the Executive in cash, subject to any applicable payroll or other taxes required to be withheld, not later than the 30th day following the Valuation Date. Nothing in this Section 1 shall be deemed to grant to the Executive any right in or to, or any right to purchase or otherwise acquire, any shares of Common Stock (or any securities convertible into Common Stock). (c) In the event of a change in the number of outstanding shares of Common Stock by reason of any dividend payable in shares of Common Stock, or by reason of any stock split, reverse stock split or combination of shares, the number of Units credited to the Executive hereunder shall be increased or decreased, as the case may be, in the same proportion. Any such adjustment shall be made by the good faith determination of the Board, which determination shall be conclusive. (d) If the Company shall spin-off a significant subsidiary or shall make a substantial non-cash distribution to its stockholders, in partial liquidation or otherwise (excluding, however, any Change in Control of the Company or any transaction or change described in Section 1(c) hereof, and it is reasonable to expect that the future Value of the Common Stock would be materially affected thereby, the Board shall modify the formula for determining the Phantom Stock Benefit in an equitable manner to maintain the economic benefit granted to the Executive pursuant to this Section 1. (e) For purposes of this Agreement, the following terms shall have the meanings set forth below: