Replacement Time Equity Compensation Awards. Except as provided in Section 15.02, as a result of the Distribution, Time Employees who do not meet the eligibility requirements for retirement treatment in the event of a voluntary termination of employment with respect to any TWX Equity Compensation Award held as of the Distribution, will forfeit certain TWX Equity Compensation Awards upon the Distribution (any such forfeited award, a “Forfeited TWX Equity Compensation Award”). As soon as practicable following the Distribution, subject to approval by the compensation committee of the board of directors of Time, Time shall take all actions necessary to award, and shall award, to each Post-Separation Time Employee (other than a Post-Separation Time Employee who is an Employee in a jurisdiction listed on Schedule 15.03 hereof and other than Xxxx and Bairstow), restricted stock units with respect to shares of Time Common Stock with (a) a Fair Market Value equal to the aggregate intrinsic value of such Forfeited TWX Equity Compensation Awards (determined based on Fair Market Value of a share of TWX Common Stock as of the Distribution Date) and (b) vesting terms substantially identical to the vesting terms of the applicable Forfeited TWX Equity Compensation Awards, including with respect to retirement eligibility but excluding any terms relating to vesting upon or following a “change in control” of Time, which terms shall be determined by the board of directors of Time (or a duly authorized committee thereof).
Appears in 4 contracts
Samples: Employee Matters Agreement, Employee Matters Agreement (Time Inc.), Employee Matters Agreement (Time Inc.)
