We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Phantom Stock Units Sample Clauses

Phantom Stock UnitsThe Employee hereby accepts the Phantom Stock Units when issued 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"). (a) Each Unit credited to Participant's Deferral account in accordance with the Plan shall be valued at $1.00 per Unit.
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. 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. (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. (ii) At the Effective Time, each outstanding Phantom Stock Unit granted on or after March 19, 2012, which is outstanding immediately prior to the Effective Time, shall be converted into the right to receive a cash payment from the Company equal to the Per Share Merger Consideration, payable within 10 Business Days after the applicable vesting date of such Phantom Stock Unit, in full settlement of such Phantom Stock Unit, subject to the same terms and conditions as were applicable under such Phantom Stock Unit as of immediately prior to the Effective Time (including any vesting schedule and any acceleration of vesting upon an involuntary termination pursuant to the applicable award agreements); provided that any performance vesting requirements will be deemed met at the target (100%) level as of the Effective Time.
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 UnitsAt the Effective Time, each outstanding Phantom Stock Unit (as defined in Section 5.1(b)) shall be cancelled and shall only entitle the holder thereof to receive, as soon as reasonably practicable after the Effective Time, but in any event no later than the earlier of (i) the second payroll period or (ii) thirty (30) days following the Effective 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. (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. (b) Merger Sub shall be entitled to deduct and withhold, or cause to be deducted and withheld, from the consideration otherwise payable to any holder of Phantom Stock Units pursuant to this Agreement such amounts as may be required to be deducted or withheld with respect to the making of such payment under the Code, or any applicable provision of state, local or foreign tax Law. To the extent that amounts are so deducted or withheld and paid over, or caused to be paid over, to the appropriate taxing authority by Merger Sub, such amounts shall be treated for all purposes of this Agreement as having been paid to such holder of Phantom Stock Units. (c) At the Closing, Merger Sub shall also pay or cause to be paid to each holder of a Phantom Stock Unit, an amount in cash equal to the Gross Up Payment, 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 Gross Up Payment payable on such Phantom Stock Units. (d) When the Phantom Stock Unit Consideration and the Gross Up Payment have been paid, each holder of a certificate or certificates representing Phantom Stock Units shall cease to have any rights with respect to such Phantom Stock Units, except for the provisions of such certificates as shall, by their terms, survive payment of the Phantom Stock Units, including provisions with respect to any additional payment subject to the excise tax imposed by Section 4999 of the Code. (e) Notwithstanding anything in this Agreement to the contrary, the Phantom Stock Unit Consideration shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend, reclassification, redenomination, recapitalization, split-up, combination, exchange o...
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. (b) If your service as Executive Chairman is terminated by the Board and you continue as a member of the Board, or your service as Executive Chairman is terminated by you (whether or not also involuntarily terminating service as a member of the Board not at the request of the Board), then your PSU account will be paid to you in a lump sum in cash as to (i) one-half of the PSUs on the date of termination of your service as Executive Chairman and (ii) one-half of the PSUs three years after the date of termination of your service as Executive Chairman. If, however, your service as Executive Chairman is terminated by the Board and the Board removes you, or asks you to resign from, the Board, then your entire PSU account will be paid to you in a lump sum in cash within seven (7) days after such termination date. The value of each PSU on the date payable under this paragraph 4 shall be equal to the average of the closing prices of Company common stock on the last five (5) trading days preceding the date so payable. (c) You will not have any interest in any specific assets or shares of stock of the Company. Your rights in PSUs will not create or be construed to create a trust or fund or lien of any kind, or a security interest of any kind in any property of the Company in your favor (or in favor of your legal representative in the event of your death) or any other person, and you will have no rights greater than those of a general unsecured creditor of the Company.