Settlement of Deferred Stock Units. The Deferred Stock Units awarded by this Award Agreement are fully vested as of the Date of Grant set forth in the Notice of Grant, but settlement of the Deferred Stock Units into actual Shares shall be deferred until the occurrence of the applicable Settlement Date.
Settlement of Deferred Stock Units. Deferred Stock Units shall be settled solely in shares of Company Common Stock. As soon as practicable after the vesting date specified in Section 2 above, the Participant shall be transferred one share of Common Stock for each Deferred Stock Unit vesting on such date. Notwithstanding the foregoing, the Participant may elect to defer the receipt of shares otherwise payable on the vesting date. Elections to defer are irrevocable by the Participant and must be made on the form provided by the Company. However, the Committee may disregard any deferral election made by a Participant if it determines that, due to changes in law or other circumstances, an election will not operate to defer income tax recognition until the date that shares are received by the Participant. If the Participant’s termination of employment occurs prior to the vesting date and by reason of Retirement, Disability (as those terms are defined in the LTIP) or death, the Deferred Stock Units shall be fully vested as of the termination date and the resulting shares will be issued in accordance with the plan. Deferred Stock Units shall be forfeited if the Participant’s termination of employment occurs prior to the vesting date and for any reason other than Retirement, Disability or death. If the Participant’s termination of employment occurs prior to a deferral election date and by reason of Retirement, Disability or death, any vested Deferred Stock Units will be issued upon the earlier event. All Deferred Stock Units, whether vested or unvested, are forfeited if the Participant’s employment is involuntarily terminated for cause and could also be declared forfeited if the Participant or the former Participant competes with the Company or engages in conduct that, in the opinion of the Committee, adversely affects the Company. For purposes of this Agreement, termination for cause means that the Participant (1) has engaged in conduct that constitutes willful gross neglect or willful gross misconduct with respect to employment duties that results in material economic harm to the Company, (2) has engaged in conduct that constitutes willful failure to perform duties or (3) has been convicted of a felony that is materially injurious to the Company.
Settlement of Deferred Stock Units. Deferred Stock Units shall be settled solely in Shares. As soon as practicable after each of the vesting dates specified in Section 2 above, the Participant shall be transferred one Share for each Deferred Stock Unit vesting on such date.
Settlement of Deferred Stock Units. The Corporation shall deliver to the Participant (or, if applicable, the Participant’s Designated Beneficiary or legal representative) that number of shares of Stock as is equal to the number of Deferred Stock Units covered by the Award within 90 days after the earliest of (i) the Participant’s death, (ii) the Participant’s Disability, or (iii) the Participant’s Separation from Service. Notwithstanding the immediately preceding sentence, but subject to such terms and conditions as the Committee may specify, if the Participant shall have filed an election with the Corporation (and on a form acceptable to the Committee) not later than the December 31 preceding the Grant Date, the shares of Stock deliverable in respect of Deferred Stock Units shall be issued at such later time as shall be specified in such election. Notwithstanding anything in this Agreement to the contrary, if the Participant’s service on the Board of Directors is terminated for Cause, as determined by the Committee (or if the Committee determines that the Participant resigned from the Board of Directors in anticipation of being removed for Cause), the Participant shall forfeit any and all rights in respect of the Deferred Stock Units covered by the Award and such Deferred Stock Units shall be immediately forfeited and cancelled without further action by the Corporation or the Participant as of the date of such termination of service.
Settlement of Deferred Stock Units. Subject to Section 6(d), the Company shall deliver to the Director one share of Stock or the cash value thereof, as elected by the Director, in settlement of each outstanding Deferred Stock Unit upon Termination of Service or, if payment is required to be delayed past such date pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) because the Director is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(1) of the Code and the regulations thereunder, on the first business day following the six-month anniversary of the Director’s Termination of Service, or as soon thereafter as practicable (but no later than December 31 of such year), in each case by either (x) if the Director elects to receive Stock, (A) issuing one or more stock certificates evidencing the Stock to the Director, or (B) registering the issuance of the Stock in the name of the Director through a book entry credit in the records of the Company’s transfer agent, (y) if the Director has elected to receive cash, a cash payment equal to the Fair Market Value of the Stock on the settlement date or (z) in the event of a Change in Control in which Alternative Awards are not available, a cash payment equal to Change in Control Price multiplied by the number of Deferred Stock Units plus interest from the date of the Change in Control to the payment date at a rate equal to the average prime rate charged during such period by XX Xxxxxx Xxxxx Bank, N.A. or such other U.S. nationally recognized bank as may be designated by the Company. No fractional shares of stock shall be issued in respect of Deferred Stock Units. Fractional Deferred Stock Units shall be settled through a cash payment equal to the Fair Market Value of the Stock on the settlement date. Notwithstanding anything to the contrary contained in the Plan, Change in Control shall not trigger any settlement of Deferred Stock Units.
Settlement of Deferred Stock Units. Subject to Section 8(d), the Company shall deliver to the Director one Share in settlement of each outstanding Deferred Stock Unit on the first business day coincident with or next following the third anniversary of the Grant Date if the Director is vested in this Award at such time, or as soon thereafter as practicable (but no later than December 31 of such year). Delivery of Shares to the Director shall be made either (a) by issuing to the Director one or more stock certificates evidencing the Shares or (b) by registering the issuance of the Shares in the name of the Director through a book entry credit in the records of the Company's transfer agent. No fractional Shares shall be issued in respect of the Deferred Stock Units. Fractional Deferred Stock Units shall be settled through a cash payment equal to the Fair Market Value of the Stock on the settlement date.
Settlement of Deferred Stock Units. Settlement for any vested Deferred Stock Units shall be in shares of Common Stock (collectively, the “Settlement Shares”). For the purposes of this Agreement, the “Settlement Date” shall mean the date upon which the Common Stock is delivered to the Director in accordance with the Director’s Election for Receipt of Restricted Stock, Restricted Stock Units, or Deferred Stock Units, which signed election form is attached hereto as Exhibit A. The Company shall deliver the Settlement Shares to the Director as soon as reasonably practicable following the applicable Settlement Date. The Settlement Shares will be issued and evidenced in such manner as the Committee in its discretion shall deem appropriate, including, without limitation, book-entry, registration or issuance of one or more stock certificates. Upon issuance of the Settlement Shares, the number of Deferred Stock Units equal to the Settlement Shares shall be extinguished and such number of Deferred Stock Units will no longer be considered to be held by the Director for any purpose.
Settlement of Deferred Stock Units. Deferral.
(a) Upon settlement of the Deferred Stock Units, the Company shall transfer to the Participant one share of Common Stock for each Deferred Stock Unit held by Participant on the date of settlement. Deferred Stock Units shall be settled automatically and without further action by Participant or the Company upon the earliest to occur of the following:
(i) The Participant's resignation from the Company or the termination of his employment by the Company for any reason whatsoever; provided, that in the case of the 2005 Grant only, if the Participant is deemed to be a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 12986, as amended (the "Code"), the Deferred Stock Units shall not be settled until the date that is six (6) months after the date of the Participant's "separation from service" (as defined in Section 409A of the Code and any Treasury Regulations promulgated thereunder) or, if earlier, the Participant's date of death or the "Settlement Date" (as defined below);
(ii) The date falling one business day before the date of any Change of Control. As used herein, the term "Change of Control" shall
Settlement of Deferred Stock Units. The Corporation shall deliver to the Participant that number of shares of Stock as is equal to the number of Deferred Stock Units covered by the Award within 90 days after the earlier of (i) death, (ii) Disability, or (iii) Separation from Service. Notwithstanding the immediately preceding sentence, but subject to such terms and conditions as the Committee may specify, if the Participant shall have filed an election with the Corporation (and on a form acceptable to the Committee) not later than the December 31 preceding the Grant Date, the shares of Stock deliverable in respect of Deferred Stock Units shall be issued at such later time as shall be specified in such election. Notwithstanding anything in this Agreement to the contrary, if the Participant’s service on the Board of Directors is terminated for Cause, as determined by the Committee (or if the Committee determines that the Participant resigned from the Board of Directors in anticipation of being removed for Cause), the Participant shall forfeit any and all rights in respect of the Deferred Stock Units covered by the Award and such Deferred Stock Units shall be immediately forfeited and cancelled without further action by the Corporation or the Participant as of the date of such termination of service.
Settlement of Deferred Stock Units. Deferred Stock Units shall be settled solely in Shares. As soon as practicable after each of the vesting dates specified in SECTION 2 above, the Participant shall be transferred one Share for each Deferred Stock Unit vesting on such date. However, in the case of the vesting event specified in SECTIONS 2(C), if the Participant is or will become eligible for Retirement prior to the fourth anniversary of the Grant Date and is deemed to be a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code, such transfer of Shares shall not be made earlier than six (6) months after the date of the Participant's "separation from service" (as defined in Section 409A of the Code and any Treasury Regulations promulgated thereunder) or, if earlier, the Participant's date of death.
