Common use of Restricted Stock Unit Awards Clause in Contracts

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 paid hereunder, in its reasonable discretion, withhold appropriate amounts concerning any and all applicable federal, state or local tax withholding.

Restricted Stock Unit Awards. In consideration of his continued employment from the date of this Agreement through April 1, 2007, and through April 1, 2009 (“RSUsEmployment Period”), the Executive shall be granted two awards (the “Restricted Stock Unit Awards” or “Awards”) and Performance Stock Unit Awards of restricted stock units (“PSUsUnits”) each with respect to 15,000 shares of the Common Shares ($.10 par value) of CEI (“Stock”), effective as of the date of this Agreement, under the Consolidated Edison, Inc. Long Term Incentive Plan (the “Plan”). These Awards are subject to the terms and conditions set forth in the Plan, which are incorporated herein by reference. All capitalized terms not otherwise defined shall have the same meanings as set forth in the Plan. The Awards are also subject to the following terms and conditions: (a) Each Unit shall represent the right, upon vesting, to receive one Share of Stock or the cash value of one Share of Stock, or a combination thereof. The cash value of a Unit shall equal the closing price of a Share of Stock in the Consolidated Reporting System as reported in the Wall Street Journal or in a similarly readily available public source for the trading day immediately prior to the applicable transaction date. If no trading of Shares of Stock occurred on such date, the closing price of a Share of Stock in such System as reported for the preceding day on which sales of Shares of Stock occurred shall be used. (b) The Executive’s Units shall vest in accordance with the following schedule, provided that the Executive has remained continuously employed by the Company, or its successor through the dates indicated below: (c) consider you ineligible If, during the Employment Period and prior to a Change in Control, the Company terminates the Executive’s employment without Cause, the Executive shall fully and immediately vest in twenty percent of the total Units awarded, for consideration for any future grant(s) each completed year 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 employment during the Employment Period as of the Date of Termination, reduced by the Units, if any, that have vested in accordance in Section 1. (b) above. If, during the Employment Termination Date. FurtherPeriod and prior to a Change in Control, the CorporationExecutive terminates his employment, 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 Executive shall forfeit all right to exercise any Units that are not vested Nortel stock options or settle any Mx. Xxxx Xxxxxxx Confidential — Special Handling vested RSUs in accordance with the terms as of the applicable instruments Date of grant/awardTermination. If, stock option plan(s) during the Employment Period and any other relevant documents governing following a Change in Control, the options Company shall terminate the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, the Executive’s Units shall fully and RSUs immediately vest 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 Date of Termination. If, during the Comparator ListEmployment Period, without the written consent Executive’s employment terminates by reason of Norteldeath or Disability, the Executive’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 Units shall fully and immediately vest as of the shares on Date of Termination. If, during the date of exercise Employment Period the Company terminates the Executive’s employment for Cause, the Executive shall forfeit all right to Units that are not vested as of the options exceeds the exercise price (in the case Date 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;Termination. (d) make available Subject to youany deferral election made pursuant to Section 1. (g), should you electonce Units shall vest, senior executive outplacement services in South Florida the Company shall promptly: 1) issue to assist you in securing new employment and the Executive a certificate for the Shares of Stock represented by the Units without any legend or restriction (other than may be required by law); 2) pay the professional fees Executive the cash value of the Shares of Stock represented by the Units; or 3) do a combination of the above. Prior to vesting, the Units shall represent an unfunded and unsecured promise to deliver certificates for such services as are reasonably incurred;Shares of Stock upon vesting thereof or to pay the Executive the cash value of Shares of Stock upon vesting thereof. (ei) provide you with income tax preparation service through Except as otherwise provided herein, the Executive shall have no rights of 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) stockholder with respect to the Shares of Stock represented by Units, including no right to vote the Shares, to receive dividends and other distributions thereon and to participate in any monies or monetary equivalents change in capitalization of the Company. (ii) In the event of any change in capitalization resulting in the issuance of additional shares to the Company’s stockholders, the Shares of Stock represented by his Units shall be paid hereunder, equitably adjusted as determined in its reasonable discretion, withhold appropriate amounts concerning any good faith by the Company’s Management Development and all applicable federal, state or local tax withholdingCompensation Committee.

Restricted Stock Unit Awards. (“RSUs”) Following the Closing, SPI shall, 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 Buyer shall cause SPI 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) send, upon or within 15 Business Days after the amount by which the market value of the shares on the date of exercise of the options exceeds the exercise price (Closing Date, an RSU acknowledgement in the case form attached hereto as Exhibit A (the “RSU Acknowledgement”) to each holder of options); a Restricted Stock Unit Award listed on Schedule 6.06 (each, an “RSU Holder”) and (ii) pay from the amount Aggregate RSU Amount, on the 45th day following the Closing Date (or if such date is not a Business Day, the first Business Day thereafter) (in any case, the “RSU Settlement Date”), to each RSU Holder who has delivered an executed RSU Acknowledgement back to SPI on or prior to the fifth day prior to the RSU Settlement Date, the amounts listed next to the name of such RSU Holder on Schedule 6.06 (subject to certain adjustments) equal applicable tax withholding requirements). Seller shall have taken all action necessary or desirable to ensure that all Restricted Stock Unit Awards shall terminate upon the number Closing and, except as expressly provided in this Section 6.06, RSU Holders shall have no rights or interest in Restricted Stock Unit Awards thereafter, other than the right to receive the amount listed next to such RSU Holders’ name on Schedule 6.06. Notwithstanding the foregoing, payments to RSU Holders pursuant to this Section 6.06 shall be subject to and conditioned upon the RSU Holder’s execution and delivery of RSUs that vested during an RSU Acknowledgement in accordance herewith; in no event shall SPI pay any portion of the applicable period multiplied Aggregate RSU Amount to any RSU Holder who has not delivered to SPI an executed RSU Acknowledgement. All payments made by SPI at any time relating to or in connection with a claim by any Person to rights under any Restricted Stock Unit Awards shall be offset by the market value of remaining Aggregate RSU Amount until the shares on the applicable settlement date (in the case of RSUs)remaining Aggregate RSU Amount is zero, all in accordance with the terms of the applicable instruments of award/grant and thereafter such amounts shall be indemnifiable Losses pursuant to Article VII and Seller shall be responsible for and shall pay 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 paid hereunder, in its reasonable discretion, withhold appropriate amounts concerning any and all applicable federal, state or local tax withholdingamounts.