Pre-2015 Awards Sample Clauses

Pre-2015 Awards. Each grantee under any of the RemainCo Legacy Equity Plans (other than a Non-U.S. Holder) who holds as of the Distribution Date one or more RemainCo Options that were granted prior to January 1, 2015 shall receive, effective as of the Distribution Date and immediately prior to the Distribution, in substitution for each such RemainCo Option (which shall be cancelled), both a Replacement SpinCo Option with respect to shares of SpinCo Common Stock and a Post-Distribution RemainCo Option with respect to shares of RemainCo Common Stock, with such shares of SpinCo Common Stock and RemainCo Common Stock having an aggregate value (calculated using the Post-Distribution RemainCo Share Price and the Post-Distribution SpinCo Share Price) equal to the value of the shares of RemainCo Common Stock subject to the RemainCo Option (calculated using the Pre- Distribution RemainCo Share Price), as calculated pursuant to the following provisions. In each case, the number of shares of RemainCo Common Stock subject to a Post-Distribution RemainCo Option shall be equal to the product of (x) the number of shares of RemainCo Common Stock subject to a RemainCo Option as of the Distribution Date and (y) a fraction, the numerator of which is the Pre-Distribution RemainCo Share Price and the denominator of which is the sum of (I) the product of the Distribution Multiple and the Post-Distribution SpinCo Share Price and (II) the Post-Distribution RemainCo Share Price, with the resulting number of shares subject to the Post-Distribution RemainCo Option being rounded down to the nearest whole share. In each case, the number of shares of SpinCo Common Stock subject to a Replacement SpinCo Option shall be equal to the product of (x) the number of shares of RemainCo Common Stock subject to a RemainCo Option as of the Distribution Date and (y) a fraction, the numerator of which is the Pre-Distribution RemainCo Share Price and the denominator of which is the sum of (I) the quotient obtained by dividing the Post-Distribution RemainCo Share Price by the Distribution Multiple and (II) the Post-Distribution SpinCo Share Price, with the resulting number of shares subject to the Replacement SpinCo Option being rounded down to the nearest whole share. Each of the Replacement SpinCo Options and the Post-Distribution RemainCo Options shall have the same comparative ratio of the exercise price to the Post-Distribution SpinCo Share Price and Post-Distribution RemainCo Share Price, respectively, as the ex...
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Pre-2015 Awards. Each grantee under the RemainCo Legacy Equity Plans who holds, as of the Distribution Date, one or more performance-based equity awards that were granted prior to January 1, 2015 (excluding any mPower Performance RSUs and MEGTEC Performance RSUs) shall receive, effective as of the Distribution Date and immediately prior to the Distribution, as a replacement award in substitution for each such performance-based award (which shall be cancelled), a number of restricted or deferred stock units, as applicable, with respect to and payable in shares of RemainCo Common Stock or (if, but only if, provided for under the terms of the applicable performance-based equity award) cash (“Replacement RemainCo Performance RSUs”) equal to the number of shares of RemainCo Common Stock that would have been earned at target performance for each such performance-based equity award, with the resulting number of Replacement RemainCo Performance RSUs being rounded up or down to the nearest whole unit, and shall also receive, effective as of the Distribution Date and immediately prior to the Distribution, a number of restricted or deferred stock units, as applicable, with respect to and payable in shares of SpinCo Common Stock or (if, but only if, provided for under the terms of the applicable performance-based equity award) cash (“Replacement SpinCo Performance RSUs”) equal to the number of shares of SpinCo Common Stock that would have been distributed in the Distribution with respect to the Replacement RemainCo Performance RSUs as if each of such Replacement RemainCo Performance RSUs had been RemainCo Common Stock, with the resulting number of Replacement SpinCo Performance RSUs being rounded up or down to the nearest whole unit. Continued employment conditions applicable to the performance-based equity award will apply to the corresponding Replacement RemainCo Performance RSUs and Replacement SpinCo Performance RSUs.
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Related to Pre-2015 Awards

  • Service Awards The County shall continue its present policy with respect to service awards including time off; provided, however, that the type of award given shall be at the sole discretion of the County. The following procedures shall apply with respect to service awards:

  • Awards 1. The disputing parties may agree on a resolution of the dispute at any time before the tribunal issues its final award. 2. Where a tribunal makes a final award against either of the disputing parties, the tribunal may award, separately or in combination, only: (a) monetary damages and any applicable interest; and (b) restitution of property, in which case the award shall provide that the disputing Member State may pay monetary damages and any applicable interest in lieu of restitution. 3. A tribunal may also award costs and attorneys fees in accordance with this Agreement and the applicable arbitration rules. 4. A tribunal may not award punitive damages. 5. An award made by a tribunal shall have no binding force except between the disputing parties and in respect of the particular case. 6. Subject to paragraph 7 and the applicable review procedure for an interim award, the disputing party shall abide by and comply with an award without delay. (15) 7. The disputing party may not seek enforcement of a final award until: (a) in the case of a final award under the ICSID Convention: (i) 120 days has elapsed from the date the award was rendered and no disputing party has requested revision or annulment of the award; or (ii) revision or annulment proceedings have been completed; (b) in the case of a final award under the ICSID Additional Facility Rules, the UNCITRAL Arbitration Rules, or the rules selected pursuant to Article 33(1)(e): (i) 90 days have elapsed from the date the award was rendered and no disputing party has commenced a proceeding to revise, set aside, or annul the award; or (ii) a court has dismissed or allowed an application to revise, set aside, or annul the award and there is no further appeal. 8. A claim that is submitted for arbitration under this Section shall be considered to arise out of a commercial relationship or transaction for purposes of Article 1 of the New York Convention. 9. Each Member State shall provide for the enforcement of an award in its territory.

  • Performance Awards With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance Goals have been attained will be determined by the Board.

  • Incentive Awards a) The Executive shall participate in the Company's annual incentive plan for senior-level executives as in effect from time to time, subject to the performance standards set by the Compensation Committee. Payment of any annual incentive award shall be made at the same time that such awards are paid to other senior-level executives of the Company. The Executive's annual incentive award target shall be set by the Compensation Committee. b) The Executive shall be eligible to receive grants under the Company's long-term incentive plans as in effect from time to time; provided, however, that the size, type and other terms and conditions of any such grant to the Executive shall be determined by the Compensation Committee.

  • Dividend Equivalents Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

  • Dividend Equivalent Payments Until your RSUs convert to Shares, if MSCI pays a dividend on Shares, you will be entitled to a dividend equivalent payment in the same amount as the dividend you would have received if you held Shares for your vested and unvested RSUs immediately prior to the record date. No dividend equivalents will be paid to you with respect to any canceled or forfeited RSUs. MSCI will decide on the form of payment and may pay dividend equivalents in Shares, in cash or in a combination thereof, unless otherwise provided in Exhibit C. MSCI will pay the dividend equivalent when it pays the corresponding dividend on its common stock or on the next regularly scheduled payroll date. The gross amount of any dividend equivalents paid to you with respect to RSUs that do not vest and convert to Shares shall be subject to potential recoupment or payback (such recoupment or payback of dividend equivalents, the “Clawback”) following the cancellation or forfeiture of the underlying RSUs. You consent to the Company’s implementation and enforcement of the Clawback and expressly agree that MSCI may take such actions as are necessary to effectuate the Clawback consistent with applicable law. If, within a reasonable period, you do not tender repayment of the dividend equivalents in response to demand for repayment, MSCI may seek a court order against you or take any other actions as are necessary to effectuate the Clawback.

  • Equity Incentive Awards The Executive shall be eligible to receive grants of equity-based long-term incentive awards, which may include options to purchase Company stock, performance or restricted stock units and Company restricted stock contributions to Company’s deferred compensation plan, or other equity-based awards. Such awards shall be determined in the discretion of the Board and the Executive shall be eligible for consideration for such awards in the same manner as other senior executive officers of the Company. In the event of a Change of Control in which the surviving or acquiring corporation does not assume the Executive’s outstanding equity-related awards (including options and equity-based awards granted both before and after the Effective Date) or substitute similar equity-related awards of substantially equivalent value, such equity-related awards shall immediately vest and become exercisable if the Executive’s service with the Company has not terminated before the effective date of the Change of Control; provided, however, that the foregoing provision shall only apply if the Company is not the surviving corporation or if shares of the Company’s common stock are converted into or exchanged for other securities or cash.

  • Annual Incentive Awards The Executive shall participate in the Company's annual incentive compensation plan with a target annual incentive award opportunity of no less than 40% of Base Salary and a maximum annual incentive award opportunity of 80% of Base Salary. Payment of annual incentive awards shall be made at the same time that other senior-level executives receive their incentive awards.

  • Long-Term Incentive Awards The Executive shall participate in any long-term incentive awards offered to senior executives of the Company, as determined by the Compensation Committee.

  • 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.

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