Settlement of Performance Units. To the extent Performance Units are settled in Shares, stock certificates evidencing the Shares shall be issued to you as soon as administratively practicable after the close of the Performance Period specified in the Notice of Grant, unless otherwise delayed pursuant to section 4 below. Your Shares will be registered in your name (or evidenced by a book entry or similar account) unless you notify the Committee at least thirty (30) days prior to a vesting date that you desire to have your Shares registered jointly in the names of you and your spouse. You will receive a cash distribution for the value of your Performance Units not settled in Shares.
Settlement of Performance Units. (a) Subject to Section 8(b), if the Performance Units vest, the Participant shall receive one Share with respect to each vested Performance Unit (including any vested Performance Units attributable to Dividend Equivalent Rights) and a cash payment in respect of any Dividend Equivalent Rights paid in cash (subject to the withholding requirements set forth in the Plan and Section 10 below). The issuance of Shares underlying any Performance Units that vest shall occur (A) if the Performance Units vest on the last day of the Performance Cycle pursuant to Section 3 or 5(b) above, as soon as administratively possible, as determined solely by the Company, in the calendar year following the end of the Performance Cycle, but in no event later than March 15 of such calendar year and (B) if the Performance Units vest before the last day of the Performance Cycle due to the termination of Participant’s Continuous Service pursuant to Section 5(a) or otherwise, within 60 days following the date the Performance Units vest. Upon a distribution of Shares as provided herein, the Company shall cause the Shares then being distributed to be registered in the Participant’s name. From and after the date of receipt of such distribution, the Participant or the Participant’s legal representatives, beneficiaries or heirs, as the case may be, shall have full rights of transfer or resale with respect to such Shares subject to applicable Company policies and state and federal regulations.
(b) If the Plan is not approved by the Company’s stockholders, the Performance Units shall be settled in cash rather than Shares, with the amount of cash being equal to the product of the Fair Market Value of a Share on the date the Performance Units vest, multiplied by the number of Performance Units that vest on such date and with such payment occurring on the same date that Shares would have otherwise been issued, and this Award Agreement shall be governed by the terms of the Plan as approved by the Board, notwithstanding the fact that the Plan was not approved by the Company’s stockholders. Any inconsistency between this Award Agreement and the Plan shall be resolved in favor of the Plan.
Settlement of Performance Units. As soon as practicable after the end of the Measurement Period, but in all events not later than March 15 of the year following the end of the Measurement Period, the Committee shall determine and certify the extent to which the performance objectives described herein have been achieved and the number of Performance Units that have become Vested (which may be greater than 100% of the Target Performance Units but in no event shall be greater than 200% of the Target Performance Units). As soon as practicable after the Committee’s certification in accordance with the preceding sentence, but in all events no later than March 15 of the year following the end of the Measurement Period, the Company shall issue to the Participant, in the Company’s sole discretion, either (a) Common Shares in a number equal to the number of Performance Units that the Committee certified have become Vested or (b) a single sum cash payment equal to the Fair Market Value of the number of Common Shares described in clause (a) of this sentence.
Settlement of Performance Units. Except as otherwise provided herein, the Performance Units shall be settled and paid in cash in an amount equal to the number of earned Performance Units multiplied by the Fair Market Value of the Company’s Common Stock as of the Vesting Date. The payment will be made within 2½ months after the end of the Performance Period (or earlier as provided in the Plan). At any time prior to the end of the Performance Period, the Committee shall have the authority to provide that the Performance Units will be settled in shares of the Company’s Common Stock instead of cash (the date of such Committee action referred to herein as the “Conversion Date”). In such event, if requested by the Committee, Grantee and the Company shall enter into an appropriate amendment to this Award Agreement to document such change. Notwithstanding the foregoing, in the event that the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and the Award is considered to be Nonqualified Deferred Compensation upon the Grantee’s “Separation from Service” as defined below, any payment under this Award Agreement which results from a Separation from Service shall be delayed until the earlier of (i) first day of the seventh (7th) month beginning after the Grantee’s Separation from Service, or (ii) the Grantee’s death, if such a delay is necessary to avoid the imposition of additional tax and interest on the Grantee under Section 409A(a)(1)(B) of the Code.
Settlement of Performance Units. Promptly upon the expiration of the Restricted Period, and in any event no later than March 15th of the calendar year following the calendar year in which the Restricted Period ends, the Company shall (a) issue and deliver to the Participant, or his or her beneficiary, without charge, the number of Common Shares equal to the number of Vested Units, and (b) enter the Participant’s name on the books of the Company as the shareholder of record with respect to the Common Shares delivered to the Participant; provided, however, that the Committee may, in its sole discretion elect to (i) pay cash or part cash and part Common Share in lieu of delivering only Common Shares in respect of the Performance Units or (ii) defer the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond the expiration of the Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash payment is made in lieu of delivering Common Shares, the amount of such payment shall be equal to the Fair Market Value of the Common Shares as of the date on which the Restricted Period lapsed with respect to the Performance Units, less an amount equal to any required tax withholdings.
Settlement of Performance Units. As soon as administratively feasible following the end of the Performance Period and certification by the Compensation Committee as to the level of achievement of the Cumulative EBITDA performance goal and, if the Compensation Committee exercises its discretion to reduce the number of Performance Units that will Vest, determination of the level of achievement of the applicable EBITDA Margin and ROIC performance goals, but in no event later than two and a half months after the end of the Performance Period, the Company shall cause to be paid to the Grantee:
(i) a number of shares of unrestricted Common Stock equal to the number of Performance Units to which the Grantee is entitled, with a cash component representing fractional shares, if any, plus
(ii) a number of shares of Common Stock equal to the number of restricted stock units attributed to earned dividend equivalents on those Performance Units, with a cash component representing fractional shares, if any. Such shares of Common Stock shall be credited as book entry shares to the Grantee’s trading account, unless the Grantee requests stock certificates, in which case the Company shall deliver to the Grantee stock certificates representing such Common Stock. In the event Performance Units are not earned, those Performance Units, and the related restricted stock units attributed to dividend equivalents on those Performance Units, shall be forfeited.
Settlement of Performance Units. As soon as administratively feasible following the end of the Performance Period and certification by the Compensation Committee as to the level of achievement of the Cumulative EBITDA performance goal and, if the Compensation Committee exercises its discretion to reduce the number of Performance Units that will Vest, determination of the level of achievement of the applicable EBITDA Margin, ROIC and relative TSR performance goals, but in no event later than two and a half months after the end of the Performance Period, the Company shall cause to be paid to the Grantee a number of whole shares of unrestricted Common Stock equal to the number of Performance Units to which the Grantee is entitled and the earned dividend equivalents on those earned Performance Units, if any. Such shares of Common Stock shall be credited as book entry shares to the Grantee’s trading account. In the event Performance Units are not earned, those Performance Units, and the related restricted stock units attributed to any dividend equivalents on those Performance Units, shall be forfeited.
Settlement of Performance Units. Subject to the provisions of this Section 2, Section 4, and Section 5, the Payment Value of each Performance Unit covered by the Award which the Committee determines, in writing, to be earned pursuant to Section 3 shall be paid by the Corporation on a date (the “Vesting Date”) as soon as administratively practicable after the end of the Performance Cycle described in Section 3(a) (but in any event on or prior to March 15 of the calendar year immediately following the calendar year in which the Performance Cycle ends). Payments hereunder shall be made in cash, shares of Stock, or a combination thereof, as determined by the Committee in its sole discretion; provided that, in the event that a fractional number of shares of Stock would otherwise be issued with respect to the Award, the number of shares of Stock, if any, issued with respect to the Award shall be rounded down to the nearest whole share of Stock. Notwithstanding the foregoing, the Vesting Date shall be the last day of the Performance Cycle if (i) the Participant experiences a Qualifying Termination on or after December 31, [ ] or (ii) the Committee determines, in its discretion, pursuant to Section 4(b), that the Participant will not forfeit his or her rights to Performance Units upon his or her termination of employment for other reasons; in either case, provided that the Committee determines, in writing, that Performance Units are to be awarded hereunder.
Settlement of Performance Units. As soon as administratively feasible following the vesting date, the Company shall cause to be paid to the Grantee the number of shares of unrestricted Common Stock equal to the number of Performance RSUs to which the Grantee is entitled on the Vesting Date. Such shares of Common Stock shall be credited as book entry shares to the Grantee’s account with the Company’s transfer agent.
Settlement of Performance Units. Any Performance Units that have become vested pursuant to this Grant Agreement (including DER payments, as described below), shall be paid to Participant by the issuance by the Company of unrestricted Units to Participant (or to Participant’s estate in the case of death) as soon as administratively practicable after the date such vesting occurred and the performance is certified by the Committee; provided that any such settlement shall be made no later than March 15 of the calendar year following the calendar year in which the Performance Units became vested; and provided, further that the Committee may, in its sole and absolute discretion, settle all or a portion of the vested Performance Units in cash based on the Fair Market Value of a Unit on the Vesting Date. Any partial unit shall be rounded up to the next whole unit.
