Phantom Stock Rights Sample Clauses

Phantom Stock Rights. (i) Notwithstanding any provisions to the contrary in the Phantom Stock Plan and the agreements evidencing the grant thereof, the following provisions will apply to Phantom Stock Rights in the event of a Change in Control (as that term is defined in the Phantom Stock Plan) which, for the avoidance of doubt, includes the transaction contemplated in this Agreement. (ii) At the Effective Time, each holder of a Vested Phantom Stock Right that is outstanding immediately prior to the Effective Time shall be entitled to receive an amount, less applicable withholdings, equal to the excess (if any) of the Offer Price over the Initial Value (“Phantom Stock Right Consideration”). (iii) At the Effective Time, each holder of an Unvested Phantom Stock Right that is unvested immediately prior to the Effective Time shall be entitled to receive an amount, less applicable withholdings, equal to the excess (if any) of the Offer Price over the Initial Value (“Unvested Phantom Stock Right Consideration”). The Unvested Phantom Stock Right Consideration will be subject to applicable withholdings and the Unvested Phantom Stock Right will continue to have, and be subject to, the same terms and conditions set forth in the Phantom Stock Plan and the agreements evidencing the grant thereof, including without limitation provisions with respect to vesting, provided that payments of Unvested Phantom Stock Right Consideration will be made on the last business day of the Parent’s fiscal quarter in which the Unvested Phantom Stock Rights to which the Unvested Phantom Stock Right Consideration is attributable vest. For the avoidance of any doubt, if a holder of an Unvested Phantom Stock Right fails to vest in any portion of his or her Unvested Phantom Stock Right (including, but not limited to, due to a failure to meet the applicable vesting requirements set forth in his or her agreement evidencing the grant of such Unvested Phantom Stock Right), the Unvested Phantom Stock Right Consideration relating to that portion shall be retained by Parent and forfeited by such holder. Each payment of Unvested Phantom Stock Right Consideration hereunder is intended to be a separate “payment” for purposes of Section 409A of the Code and comply with or be exempt from Section 409A of the Code, and any ambiguities hereunder will be resolved in a manner to maintain such exemption from or compliance with Section 409A of the Code.
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Phantom Stock Rights. As additional compensation, Employer agrees to pay to Executive 2.5% of the total value of Thomxx Xxxkade Stores, Inc. ("TKS") upon the sale or transfer of (1) all or any portion of the TKS capital stock (irrespective of the form of the transaction, such as through a public or private offering, an issuer or non-issuer transaction, a merger, reorganization or otherwise) or (2) all or substantially all of the assets of TKS, or of any distinct division or other component of the business of TKS. The additional compensation payable to Executive hereunder shall be paid in cash within thirty (30) days after the receipt by Employer or TKS, as the case may be, of the consideration from any such transaction.
Sample 1
Phantom Stock Rights. As soon as practical following the Company's Recapitalization, the Board of Directors or an authorized Committee of the Board shall grant to the Executive, phantom stock rights (PSRs) under the Company's Amended and Restated 1997 Long Term Incentive Plan for Two Hundred Fifty Thousand (250,000) shares of the Company's Common Stock, such number of shares to be adjusted for the reverse stock split in the Recapitalization. The grant of PSRs to the Executive shall set the initial price of the shares of Common Stock at ten cents ($.10) per share, such price per share to be adjusted for the reverse stock split in the Recapitalization. The Executive shall be entitled to receive, within fifteen days of the first anniversary date of the grant of the PSRs during the term of this Agreement, an amount, in cash, equal to the excess of the Fair Market Value of each share of the Company's Common Stock on the anniversary date, over $.10 per share (as adjusted) times the number of PSRs held by the Executive, whereupon, any payment made to Executive with respect to a PSR shall be added to $.10 per share (as adjusted) (together, the "Revalued PSR Price"). Likewise, future payments to Executive in respect to PSRs shall be added to any prior payments and the initial price per share to determine the new Revalued PSR Price. The Executive shall be entitled to receive, within fifteen days of the second and any subsequent anniversary dates of the date of grant of the PSRs during the term of this Agreement, an amount, in cash, equal to the excess of the Fair Market Value per share on any such anniversary date over the highest prior Revalued PSR Price, times the number of PSRs held by the Executive. Notwithstanding the foregoing, if the Company is unable to make such payment(s) in cash based on cash flow considerations, such amounts due will be carried forward as Executive's notional balance in the Plan and be payable upon a Change of Control of the Company, as defined below.
Sample 1

Related to Phantom Stock Rights

  • 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.

  • Performance Shares Each Performance Share is a bookkeeping entry that records the equivalent of one Share. Upon the vesting of the Performance Shares as provided in Section 2, the vested Performance Shares will be settled as provided in Section 3.

  • Stock Rights In the event of a Change in Control, all restricted Company stock and all options, stock appreciation rights, and/or other stock rights held by Executive with respect to Company stock that are exempt from Section 409A (“Stock Rights”) which are not fully vested (and exercisable, if applicable) shall become fully vested and exercisable as of a time established by the Board, which shall be no later than a time preceding the Change in Control which allows Executive to exercise the Stock Rights and cause the stock acquired thereby to participate in the Change in Control transaction. If the Change in Control transaction is structured so that stock participating therein at one time is or may be treated differently from stock participating therein at a different time (e.g., a tender offer followed by a squeeze-out merger), the Board shall interpret this Subsection (d) to provide for the required vesting acceleration in a manner designed to allow Executive to exercise the Stock Rights and cause the stock acquired thereby to participate in the earliest portion of the Change in Control transaction. If the consummation of a Change in Control transaction is uncertain (e.g., a tender offer in which the tender of a minimum number of shares is a condition to closing, or a voted merger or proxy contest in which a minimum number of votes is a condition to closing), the Board shall apply this Subsection (d) by using its best efforts to determine if and when the Change in Control transaction is likely to close, and proceeding accordingly. To the extent necessary to implement this Subsection d), each agreement reflecting a Stock Right, and each plan, if any, pursuant to which a Stock Right is issued, if any, shall be deemed amended.

  • Restricted Stock Units Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

  • Restricted Stock Unit Award The Grantee is hereby granted NUMBER OF SHARES restricted stock units (the "Restricted Stock Units"). Each Restricted Stock Unit represents the right to receive one share of the Company's Common Stock, $.001 par value (the "Stock"), subject to the terms and conditions of this Agreement and the Plan.

  • Performance Share Awards On the Performance Share Vesting Date next following the Executive's date of death, the number of Performance Shares that shall become Vested Performance Shares shall be determined by multiplying (a) that number of shares of Company Common Stock subject to the Performance Share Agreement that would have become Vested Performance Shares had no such termination occurred; provided, however, in no case shall the number of Performance Shares that become Vested Performance Shares exceed 100% of the Target Number of Performance Shares set forth in the Performance Share Agreement, by (b) the ratio of the number of full months of the Executive's employment with the Company during the Performance Period (as defined in the Performance Share Agreement) to the number of full months contained in the Performance Period. Vested Common Shares shall be issued in settlement of such Vested Performance Shares on the Settlement Date next following the Executive’s date of death.

  • Award of Restricted Stock Units The Company, effective as of the date of this Agreement, hereby grants to Participant an award of Restricted Stock Units, each Restricted Stock Unit representing the right to receive one share of Common Stock on such date as set forth herein, plus an additional amount pursuant to Section 2(b) hereof, subject to the terms and conditions set forth in this Agreement.

  • Grant of Restricted Stock Unit Award The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the shares of Common Stock underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement.

  • Performance Units Subject to the limitations set forth in paragraph (c) hereof, the Committee may in its discretion grant Performance Units to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award.

  • Performance Share Units The Committee may, in its discretion, grant to Executive performance share units subject to performance vesting conditions (collectively, the “Performance Units”), which shall be subject to restrictions on their sale as set forth in the Plan and an associated Performance Unit Grant Letter.

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