Phantom Stock Units. The Employee hereby accepts the Phantom Stock Units and agrees with respect thereto as follows:
Phantom Stock Units. Each phantom stock unit (each, a “Phantom Unit”) subject to the Company 2008 Deferred Compensation and Stock Plan for Directors and outstanding immediately prior to the Effective Time shall be deemed converted into an amount in cash equal to (i) the number of Phantom Units in the Director’s account, multiplied by (ii) the Cash Award Consideration. The consideration payable under this Section 4.6(e) to each former holder of a Phantom Unit that was outstanding immediately prior to the Effective Time shall be paid to such former holder as soon as practicable following the Effective Time (but in any event not later than ten (10) Business Days thereafter), net of any Taxes withheld pursuant to Section 4.2(h); provided, however, that to the extent any such payment would cause an impermissible acceleration event under Section 409A, such amounts will be paid at the earliest time such payment would not cause an impermissible acceleration event under Section 409A.
Phantom Stock Units. All compensation deferred pursuant to a Deferral Election shall be credited to the Participant's Deferral Account and shall be deemed to be invested in Phantom Stock Units ("Units").
Phantom Stock Units. The phantom stock units awarded to each Moody's Director and New D&B Director ("Corporation Phantom Stock Units") shall be adjusted or substituted, as the case may be, into a number of Moody's Phantom Stock Units equal to the number of Corporation Phantom Stock Units held by such Moody's Director or New D&B Director immediately prior to the Distribution and a number of New D&B Phantom Stock Units equal to fifty percent of the number of Corporation Phantom Stock Units held by such Corporation Director immediately prior to the Distribution. As of the Effective Time, the Moody's Group shall retain Liabilities relating to the Moody's Phantom Stock Units and the New D&B Phantom Stock Units held by Moody's Directors. As of the Effective Time, the New D&B Group shall assume Liabilities with respect to the Moody's Phantom Stock Units and the New D&B Phantom Stock Units held by all other Corporation Directors. Except as otherwise provided in the New D&B Replacement Plans, the Corporation Stock Incentive Plans, this Section 6.6 or Section 6.8, the Moody's Phantom Stock Units and the New D&B Phantom Stock Units will have the same terms and conditions as the Corporation Phantom Stock Units from which they arose.
Phantom Stock Units. (i) At the Effective Time, each outstanding Phantom Stock Unit granted prior to March 19, 2012, whether vested or unvested, shall be cancelled and shall only entitle the holder thereof to receive from the Company, in full settlement of such Phantom Stock Unit, as soon as reasonably practicable after the Effective Time (but in any event no later than three Business Days after the Effective Time), an amount in cash, equal to the product of (x) the total number of units subject to such Phantom Stock Unit immediately prior to the Effective Time using, if applicable, the target (100%) level of achievement under the respective award agreement to determine such number and (y) the Per Share Merger Consideration, less applicable Taxes required to be withheld with respect to such payment.
Phantom Stock Units. At the earlier to occur of the Offer Closing or the Effective Time (such earlier time, the “Acceleration Time”), each outstanding Phantom Stock Unit (as defined in Section 6.1(b)) shall be cancelled and shall only entitle the holder thereof to receive, as soon as reasonably practicable after the Acceleration Time, but in any event no later than the earlier of (i) the second payroll period or (ii) thirty (30) days following the Acceleration Time, an amount in cash, for each Phantom Stock Unit, equal to the Per Share Merger Consideration, less applicable Taxes required to be withheld with respect to such payment.
Phantom Stock Units. The number of Phantom Stock Units subject to the Award shall be _________________________________ (_______). Each Phantom Stock Unit represents the Company’s unfunded and unsecured obligation to make a cash payment equal to the value of one share of the Company’s common stock (“Common Stock”), $.01 par value per share, in accordance with this Award, subject to the terms of this Award and the Plan.
Phantom Stock Units. (a) At the Closing, Merger Sub shall pay or cause to be paid to each holder of a cash-settled phantom stock unit granted by the Company and outstanding immediately prior to the Closing (each, a “Phantom Stock Unit”), whether or not then vested in accordance with its terms, an amount in cash equal to the product of (i) the number of Phantom Stock Units held by such holder and (ii) the Merger Consideration (the “Phantom Stock Unit Consideration”), by wire transfer of immediately available funds to the account specified in writing by such holder at least three (3) business days prior to Closing. No interest will be paid or accrued on the Phantom Stock Unit Consideration.
Phantom Stock Units. (a) Immediately prior to the Effective Time, each Phantom Stock Unit shall be cancelled by ASA Acquisition and in consideration such holder shall receive the consideration specified in Section 4.1(c) for each Phantom Stock Unit and such Phantom Stockholder shall otherwise be treated as an ASA Acquisition Shareholder for all purposes hereunder (including Section 4.3 above).
Phantom Stock Units. (a) In addition, you are entitled to compensation in the form of phantom stock units (“PSU’s”) (reflecting the value of one share of common stock of the Company for each such unit) for November 2004 and as of the last day of each complete calendar month thereafter in which you serve as Executive Chairman. The Company will establish a memorandum bookkeeping account to record all PSUs earned by you each month and you will be entitled to statements of your account as you reasonably request from time to time. Your memorandum account will be credited with a number of PSUs for each such calendar month of service as Executive Chairman, as of the last day of the month, equal to the quotient of $45,000 divided by the average of the closing prices of Company common stock on the last five (5) trading days of such month. All PSUs shall be fully vested on the date credited.
