Restricted Stock Unit Awards. Each Parent RSU Award that is outstanding as of immediately prior to the Effective Time shall be treated as follows:
(i) If the holder is a Parent Group Employee or Former Employee, such award shall be converted, as of the Effective Time, into a Post-Separation Parent RSU Award, and shall, except as otherwise provided in this Section 4.02(b), be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent RSU Award immediately prior to the Effective Time; provided, however, that, from and after the Effective Time, the number of Parent Shares subject to such Post-Separation Parent RSU Award shall be equal to the product, rounded up to the nearest whole share, obtained by multiplying (A) the number of Parent Shares subject to the corresponding Parent RSU Award immediately prior to the Effective Time, by (B) the Parent Ratio.
(ii) If the holder is a SpinCo Group Employee, such award shall be converted, as of the Effective Time, into a SpinCo RSU Award, and shall, except as otherwise provided in this Section 4.02(b), be subject to the same terms and conditions (including with respect to vesting) after the Effective Time as were applicable to such Parent RSU Award immediately prior to the Effective Time; provided, however, that, from and after the Effective Time, the number of SpinCo Shares subject to such SpinCo RSU Award shall be equal to the product, rounded up to the nearest whole share, obtained by multiplying (A) the number of Parent Shares subject to the corresponding Parent RSU Award immediately prior to the Effective Time, by (B) the SpinCo Ratio.
Restricted Stock Unit Awards. 8.1 Authority to Grant RSU Awards 11 8.2 RSU Award 11 8.3 RSU Award Agreement 12 8.4 Dividend Equivalents 12 8.5 Form of Payment Under RSU Award 12 8.6 Time of Payment Under RSU Award 12
Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical. Each Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions:
Restricted Stock Unit Awards. (“RSUs”) and Performance Stock Unit Awards (“PSUs”))
(c) consider you ineligible for consideration for any future grant(s) of stock options, RSUs and PSUs. Moreover, all PSUs previously granted to you, as well as those stock options and RSUs granted to you in 2007, are forfeited as of the Employment Termination Date. Further, the Corporation, in accordance with the applicable Nortel stock option plans and applicable Instruments of Grant and/or Instruments of Award, will determine your rights with respect to those stock options and RSUs granted to you prior to 2007 as set forth in Exhibit B attached hereto. Subject to any applicable trading restrictions (including Nortel policies or applicable securities laws) that may restrict your ability to trade Nortel securities, you will have the right to exercise any vested Nortel stock options or settle any Mx. Xxxx Xxxxxxx Confidential — Special Handling vested RSUs in accordance with the terms of the applicable instruments of grant/award, stock option plan(s) and any other relevant documents governing the options and RSUs as set forth in Exhibit B. In addition, should you accept employment with, or serve as a consultant, contractor or representative for, any of the companies listed on the Comparator List, without the written consent of Nortel’s Chief Legal Officer, you agree that you will, if required by Nortel in its sole discretion, pay to Nortel an amount in cash equal to; (i) the amount by which the market value of the shares on the date of exercise of the options exceeds the exercise price (in the case of options); and (ii) the amount (subject to certain adjustments) equal to the number of RSUs that vested during the applicable period multiplied by the market value of the shares on the applicable settlement date (in the case of RSUs), all in accordance with the terms of the applicable instruments of award/grant and any other documents that govern. Finally, please see paragraph 6(f) of this Agreement for Stock Insider Obligations;
(d) make available to you, should you elect, senior executive outplacement services in South Florida to assist you in securing new employment and pay the professional fees for such services as are reasonably incurred;
(e) provide you with income tax preparation service through a tax preparer as designated by the Corporation, for the tax years 2007 and 2008;
(f) you will not be eligible to receive an AIP payment for 2007;
(g) with respect to any monies or monetary equivalents to be pa...
Restricted Stock Unit Awards. Each Parent Restricted Stock Unit shall, as of the Distribution Date automatically and without any action on the part of the holder thereof, be converted into a number of SpinCo Restricted Stock Units equal to the number of units of Parent Restricted Stock Units multiplied by the Equity Exchange Ratio, with the resulting number of units being rounded up to the nearest whole unit, subject to restrictions and other terms and conditions terms and conditions substantially identical to those that applied to the Parent Restricted Stock Units immediately before the Pre-Spin Transition Date.
Restricted Stock Unit Awards. Each Pentair Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either or both an Adjusted Pentair Restricted Stock Unit Award and an nVent Restricted Stock Unit Award as described below:
Restricted Stock Unit Awards. As of the Merger Effective Time and by virtue of the Merger, each unvested Legacy Parkway Restricted Stock Unit Award shall be assumed and converted into a restricted stock unit award covering that number of shares of Cousins Common Stock determined under Section 2.5(b)(ii) of the Merger Agreement (a “Cousins Restricted Stock Unit Award”). For the avoidance of doubt, the number of shares of Cousins Common Stock subject to a Cousins Restricted Stock Unit Award shall have been adjusted by the Exchange Ratio pursuant to the Merger prior to further adjustment pursuant to this Section 4.04. Prior to the Distribution Date, to be effective as of the Distribution Effective Time, the Board of Directors of Cousins (or an applicable committee thereof) shall, and shall cause the Board of Directors of New Parkway to, adopt resolutions or take such other actions as may be required to effect the following with respect to the Cousins Restricted Stock Unit Awards held by Transferring Parkway Employees (each, a “Legacy Stock Unit Award”):
Restricted Stock Unit Awards. Each Xxxxxxx Controls Restricted Stock Unit Award that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either or both an Adjusted Xxxxxxx Controls Restricted Stock Unit Award and an Adient Restricted Stock Unit Award as described below:
Restricted Stock Unit Awards. Effective Immediately after the Distribution Date, each Award of Restricted Stock Units (RSUs) regardless of the date of grant under the Acuity Stock Incentive Plan for all Transferred Individuals, except for Transferred Individuals who have terminated employment prior to the Distribution Date shall be converted to RSUs for SpinCo Common Stock with the same material terms and conditions under the SpinCo Stock Incentive Plan and shall be transferred to the recordkeeper for the SpinCo Stock Incentive Plan. The RSUs for Acuity Common Stock shall be converted to RSUs for SpinCo Common Stock by crediting the Transferred Individual with a number of RSUs for SpinCo Common Stock equal to the fair market value of the RSUs for Acuity Common Stock on the Distribution Date. SpinCo shall be the obligor with respect to such RSUs and shall be solely responsible for all RSU Awards under the SpinCo Stock Incentive Plan, including, but not limited to, recordkeeping, administrative costs and fees, payroll taxes, plan maintenance, and related tax filings. The RSUs held by Transferred Individuals who have terminated employment prior to the Distribution Date shall not be converted to RSUs for SpinCo Common Stock and shall remain RSUs for Acuity Common Stock.
Restricted Stock Unit Awards. Each New Senior RSU Award that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will vest in full (based on the maximum number of shares of New Senior Common Stock subject to the New Senior RSU Award, if such award is subject to performance-based vesting conditions) and be canceled and converted into the right to receive a number of shares of Ventas Common Stock, less applicable withholdings, equal to the product of (i) the number of shares of New Senior Common Stock subject to the New Senior RSU Award and (ii) the Exchange Ratio, plus a cash payment for any accrued and unpaid dividends corresponding to such New Senior RSU Award.
