Restricted Share Units Clause Samples

Restricted Share Units. If the Award is in the form of Restricted Share Units, the Restricted Share Units are subject to the following terms:

Restricted Share Units. As additional compensation for services rendered, the Company has granted to the Employee restricted share units for the issuance of the Company’s Common Stock and in the future may grant additional restricted share units for the issuance of the Company’s Common Stock to the Employee in accordance with the terms of the Company’s stock plan then in effect. Notwithstanding any restricted share unit certificate or agreement to the contrary, all restricted share units granted to the Employee either prior to or after the Commencement Date that are not vested as of the Date of Termination (as defined in Section 6) shall immediately vest as of the Date of Termination, except in the case of termination: (a) for Cause (as defined in Section 6) or (b) at the election of the Employee for any reason other than pursuant to Section 4.1 or for Good Reason pursuant to Section 4.4 or 4.5. To the extent that vesting of any such restricted shares units otherwise would have been contingent upon the achievement of performance objectives, vesting of such restricted share units pursuant to this Section 3.4 shall be (i) at the “target” level, regardless of achievement of performance objectives, in the case of termination pursuant to Section 4.3 or 4.5; or (ii) based upon actual achievement of performance objectives as determined after the end of the applicable performance period, in the case of termination under any other circumstances entitling the Employee to accelerated vesting pursuant to this Section 3.4. Notwithstanding the foregoing, if upon a Change in Control as defined in Section 6.5 (c) or (d), any of the restricted share units are terminated in connection with the Change in Control, then all such restricted share units that are not vested as of the date of the Change in Control shall vest as of the date of the Change in Control.

Restricted Share Units. Subject to the terms and conditions hereof, TWW hereby grants Executive Restricted Share Units (“RSUs”) as is set forth on the signature page to this Agreement and Executive accepts such RSUs from TWW.

Restricted Share Units. The Company hereby awards restricted share units (each, an “RSU”) to the Employee under the Plan. The number of RSUs awarded to the Employee is indicated at the Site. Each RSU corresponds to one Share and constitutes a contingent and unsecured promise of the Company to pay the Employee one Share for each vested RSU, subject to the terms and conditions set forth in the Plan and this Agreement. The RSUs shall vest and convert to Shares on the terms set forth in Section 4. For purposes of this Agreement, an “RSU Share” means a Share delivered upon conversion of an RSU.

Restricted Share Units. Delivery of Shares subject to a grant of Restricted Share Units will occur upon the expiration of the period during which the Restricted Share Units are subject to a substantial risk of forfeiture. Unless otherwise determined by the Committee, to the extent that the Grantee has a Termination of Affiliation while the Restricted Share Units remains subject to a substantial risk of forfeiture, such Restricted Share Units shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in the event of the Grantee’s Termination of Affiliation due to death, Disability, or involuntary termination by the Company or a Subsidiary without “cause.”

Restricted Share Units i. RSUs are contingently awarded for a specific vesting period (the “Vesting Period”) as reflected on ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ StockPlan Connect. RSUs vest on the date specified in StockPlan Connect (the “Vesting Date”). RSUs may not be sold, transferred, pledged or assigned at any time. ii. Payout of RSUs is contingent upon your continued service with the Company through the Vesting Date. iii. Dividend equivalent units accrued during the Vesting Period will be reinvested in additional RSUs, which will be allocated to the same Vesting Period and will be subject to the same terms and conditions as the underlying RSUs.

Restricted Share Units. 12.1. A Restricted Share Unit (an “RSU”) is an Award covering a number of Shares that is settled by issuance of those Shares. An RSU may be awarded to any eligible Grantee, including under Section 102 of the Ordinance. Each grant of RSUs under the Plan shall be evidenced by a written agreement between the Company and the Grantee (the “Restricted Share Unit Agreement”), in such form as the Committee shall from time to time approve. Such RSUs shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Share Unit Agreements entered into under the Plan need not be identical. RSUs may be granted in consideration of a reduction in the recipient’s other compensation. 12.2. Other than the par value of the Shares, no payment of cash shall be required as consideration for RSUs. RSUs may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Share Unit Agreement.

Restricted Share Units. 12.1. A Restricted Share Unit (an “RSU”) is an Award covering a number of Shares that is settled by issuance of those Shares. An RSU may be awarded to any eligible Grantee, including under Section 102 of the Ordinance. Each grant of RSUs under the Plan shall be evidenced by a written agreement between the Company and the Grantee (the “Restricted Share Unit Agreement”), in such form as the Committee shall from time to time approve. Such RSUs shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Share Unit Agreements entered into under the Plan need not be identical. RSUs may be granted in consideration of a reduction in the recipient’s other compensation. 12.2. Other than the par value of the Shares, no payment of cash shall be required as consideration for RSUs. RSUs may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Share Unit Agreement. 12.3. No voting or dividend rights as a shareholder shall exist prior to the actual issuance of Shares in the name of the Grantee. Notwithstanding anything else in this Plan (as may be amended from time to time) to the contrary, unless otherwise specified by the Committee, each RSU awarded to an Employee shall be for a term of ten (10) years and each RSU awarded to a Non-Employee shall be for a term of six (6) years. Each Restricted Share Unit Agreement shall specify its term and any conditions on the time or times for settlement, and provide for expiration prior to the end of its term in the event of termination of employment or service providing to the Company, and may provide for earlier settlement in the event of the Grantee’s death, Disability or other events. 12.4. Settlement of vested RSUs shall be made in the form of Shares. Distribution to a Grantee of an amount (or amounts) from settlement of vested RSUs can be deferred to a date after settlement as determined by the Committee. The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents. Until the grant of RSUs is settled, the number of such RSUs shall be subject to adjustment pursuant hereto.

Restricted Share Units. (a) Each restricted share unit outstanding immediately prior to the Effective Time under any Company Equity Plan, agreement or arrangement of the Company, or otherwise (each, a “Company Restricted Share Unit” or a “Company RSU”), shall, as of the Effective Time, be converted into a comparable award in respect of Parent Common Stock (each, a “Parent Restricted Share Unit” or a “Parent RSU”), and each such Parent Restricted Share Unit shall continue to have and be subject to the same terms and conditions, including vesting, forfeiture and payment provisions governing the corresponding Company Restricted Share Unit (as such provisions exist immediately prior to the Effective Time and giving effect to any applicable “change in control” provisions) immediately prior to the Effective Time. At the Effective Time, each holder of Company RSUs shall be entitled to that number of Parent RSUs obtained by multiplying (a) the aggregate number of Company RSUs held by each such individual immediately prior to the Effective Time by (b) the Conversion Ratio, rounded down to the nearest whole share of Parent Common Stock subject to a Parent RSU. (b) Notwithstanding Section 1.8(a), with respect to each Company Restricted Share Unit that vests on or prior to the Closing Date (each, a “Vested RSU”), at the Effective Time, each such Vested RSU shall be canceled and shall be converted automatically into the right to receive the Merger Consideration (in lieu of any right to receive Parent RSUs), less any required withholdings. As of the Effective Time, each holder of Vested RSUs shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (c) Parent shall prepare and file with the SEC a registration statement on Form S-8 (or shall otherwise maintain the effectiveness of an existing registration statement on Form S-8 previously filed by Parent) with respect to the shares of Parent Common Stock issuable upon vesting of the Parent Restricted Share Units promptly following the Effective Time and Parent shall exercise reasonable best efforts to maintain the effectiveness of such registration statement for so long as such Parent Restricted Share Units remain outstanding. The Company and its counsel shall reasonably cooperate with and assist Parent in the preparation of such registration statement, if applicable.