Retention Award. The Company shall pay the Executive $2,750,000, plus interest at the rate specified below (the “Retention Award”) in a lump-sum cash payment in July 2014, provided that the Executive remains employed through December 31, 2013. The Retention Award shall be credited with interest based on the Prime Rate of SunTrust Bank, Atlanta. For the avoidance of doubt, if the Executive is employed through December 31, 2013, the Company shall pay the Retention Award in July 2014 without regard for the Executive’s termination of employment for any reason between December 31, 2013 and July 2014.
Retention Award. You will receive any Installment Payments under the Retention Award on any Installment Payment Date that occurs within the Continuation Period.
Retention Award. You will be eligible to receive a Retention Award equal to $250,000 on November 1, 2017 (the “Vesting Date”), subject to your continued employment with the Company through the Vesting Date. To the extent earned, the Retention Award will be payable, less applicable withholding taxes, as soon as practicable following the Vesting Date and, in any event, no later than ten (10) business days thereafter.
Retention Award. In addition to the Base Salary, Annual Bonus, and Restricted Stock Units, the Executive shall be eligible to receive a retention award (the “Retention Award”) of $300,000, which will be payable within fifteen (15) days of December 15, 2019, subject to the Executive’s continued employment with the Company on December 15, 2019, except as otherwise provided in Section 6.
Retention Award. In consideration for agreeing to provide the services set forth in Section 3 and for agreeing to the covenants set forth in Section 11, on the Effective Date, the Chairman shall be granted a restricted stock unit award with an aggregate grant date value of $3,000,000 (the “Retention Award”), which award shall vest and be settled in equal annual installments on each of the first three anniversaries of the Effective Date, subject, except as provided in Section 10, to the Chairman’s continued service to the Company under this Agreement and compliance in all material respects with the restrictive covenants set forth in Sections 11(a), 11(b) and 11(c) below (subject to written notice of non-compliance by the Company and reasonable opportunity for the Chairman to cure, if subject to cure), in each case, through the applicable vesting date. The number of shares of the Company’s common stock subject to the Retention Award shall be determined by dividing (a) $3,000,000 by (b) the Fair Market Value (as defined under the Provident New York Bancorp 2012 Stock Incentive Plan (the “Plan”)) of a share of the Company’s common stock on the Effective Date. Except as otherwise provided in this Agreement (including under Section 10 with respect to rights upon certain terminations of employment), the Retention Award shall be subject to the terms and conditions of the Plan and an award agreement issued under the Plan, on a basis that is consistent with this Section 5 and the other applicable terms of this Agreement (for example, disregarding any provision of the Plan relating to the termination of employment or retirement). Notwithstanding the foregoing, if the grant of the Retention Award would exceed the share limits under the Plan or cannot be granted under the Plan for any other reason, the portion of the Retention Award that cannot be granted under the Plan due to such share or other limits shall be granted in the form of cash settled restricted stock units, which cash settled restricted stock units shall otherwise have terms and conditions consistent with those applicable to the portion of the Retention Award granted as stock settled restricted stock units under the Plan. The Company shall satisfy all applicable securities law registration requirements with respect to the Retention Award.
Retention Award. Executive shall be granted a retention award in the amount of $1,992,160 (the “Retention Award”). The Retention Award shall be paid part in cash (the “Cash Portion”) and part in phantom partnership units of MPLX LP and restricted stock units of Marathon Petroleum Corporation (the “Equity Portion”).
1. The Cash Portion of the Retention Award shall be equal to the sum of (i) the employee portion of the Federal Insurance Contribution Act (“FICA”) taxes that are due and required to be withheld upon grant of the Retention Award (“FICA Amount”) plus, (ii) all income tax withholdings due as a result of the taxable nature of the payment of the FICA Amount (it being understood that the amounts in this subsection (ii) must be calculated iteratively to account for the circular nature of the income tax withholding obligations related to the payment of the FICA Amount and the related income tax withholdings). The Cash Portion shall be timely remitted directly to the relevant taxing authorities.
2. The Equity Portion shall equal the excess of (i) the Retention Award, over (ii) the Cash Portion. The Equity Portion shall consist of 50% phantom partnership units of MPLX LP and 50% restricted stock units of Marathon Petroleum Corporation, both valued as of the grant date. As will be provided in the applicable award agreements, the phantom partnership units, including the accrued DERS/distributions, and the restricted stock units shall vest and become payable upon Executive’s separation from service (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) from the applicable Code Section 409A “service recipient” with respect to the Retention Award (as defined in Treasury Regulation 1.409A-1(h)(3) for any reason and at any time. The phantom units contemplated under this Paragraph 3.b.i. shall be subject to the terms and conditions of the MPLX LP 2012 Incentive Compensation Plan, attached hereto, as Exhibit B, and the applicable award agreement, which shall be similar in form to the MPLX LP 2012 Incentive Compensation Plan Phantom Unit Award Agreement, attached hereto as Exhibit C, but adjusted to reflect Executive’s agreed terms, including vesting and payment terms. The restricted stock units contemplated under this Paragraph 3.b.i. shall be subject to the terms and conditions of the Marathon Petroleum Corporation 2012 Incentive Compensation Plan, as amended, attached hereto, as Exhibit D, and the applicable award agreement, which sha...
Retention Award. In connection with the Merger, the Executive shall be eligible to receive a one-time equity award with a target grant value of $1,000,000, the actual value of which may be higher or lower based on Committee discretion, 60% of which shall be in the form of PSUs vesting over three years and 40% in the form of RSUs vesting ratably over four years, consistent with the terms and conditions of the Plan and any applicable award agreements.
Retention Award. In the event that the Employee remains continuously employed by the Company between the Effective Date and the Closing, then Employee shall be eligible to receive a retention award in the amount of $15,000 (the “Retention Award”). If the Closing does not occur by March 31, 2021, this Agreement shall terminate in full without any further liability to the Company. The Retention Award shall be paid in a single lump sum on or within thirty (30) days following the Closing.
Retention Award. Subject to the conditions set forth below, the Company shall pay to Employee (or, in the event of Employee’s death, to Employee’s estate), in consideration of the cancellation of the Employee’s Underwater Options (as defined in the Merger Agreement) and the release set forth in Section 2 below, the amount computed pursuant to Appendix A (the “Retention Payment”) as of the earlier of the 12-month anniversary of the Effective Date, or a date within 14 days after the termination of Employee’s employment if Employee’s employment is terminated due to death, disability, Termination Without Cause or Constructive Termination (within the meanings of such terms set forth in Employee’s Employment Agreement with the Company dated May 18, 2010) (a “Qualifying Termination”); provided, however, that Employee shall forfeit any and all entitlement to receive such payment if Employee’s employment terminates prior to the 12-month anniversary of the Effective Date for any reason other than a Qualifying Termination.
Retention Award. In the event that Employee remains continuously employed by the Company between the Effective Date and each date set forth below (each, a “Milestone Date”), then Employee shall be eligible to receive a retention award (each, a “Retention Award”) at the time and in the amount set forth on the following schedule, provided that Employee remains continuously employed with the Company as of each applicable Milestone Date:
(a) Employee shall receive $600,000 on May 31, 2023; and
(b) Employee shall receive $600,000 on May 31, 2024. Payment of any Retention Award will be made by the Company in the next payroll after the applicable Milestone Date.
