Settlement of the Restricted Stock Units. a. Subject to the terms and conditions of this Agreement, the Company shall issue to Executive (or, in the event of death, the person designated under the Plan in such event) the number of shares of Common Stock that is equal to the number of vested Units on the first business day which is more than six months following the date of Executive’s termination of employment. For this purpose, a termination of employment will be determined in a manner consistent with Section 409A of the Code, and the regulations and guidance thereunder. b. The grant of the Units and issuance of shares of Common Stock upon settlement of the Units shall be subject to and in compliance with all applicable requirements of federal, state, and foreign law with respect to such securities. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company to be necessary to the lawful issuance of any shares subject to the Units shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Units, the Company may require Executive to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. c. Shares issued in settlement of the Units shall be registered in the name of Executive. Such shares may be issued either in certificated or book entry form. In either event, the certificate or book entry account shall bear such restrictive legends or restrictions as the Company, in its sole discretion, shall require. d. The Company shall not be required to issue fractional shares upon the settlement of the Units. e. As of each dividend payment date for each cash dividend on the Common Stock, the Company shall award Executive additional restricted stock units, which shall be subject to the same terms and conditions as the Units granted pursuant to this Agreement. The number of additional restricted stock units to be granted shall equal (i) the product of (x) the per-share cash dividend payable with respect to each share of Common Stock on that date, multiplied by (y) the total number of Units which have not been paid or forfeited as of the record date for such dividend, divided by (ii) the Fair Market Value of one share of Common Stock on the payment date of such dividend. The number of additional Units to be granted if the dividend is paid in the form of Common Stock shall be determined in accordance with the manner in which adjustments are determined under the Plan.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Ralcorp Holdings Inc /Mo)
Settlement of the Restricted Stock Units. a. Subject to the terms and conditions of this Agreement, the Company shall issue to Executive (or, in the event of death, the person designated under the Plan in such event) the number of shares of Common Stock that is equal to the number of vested Units on within 60 days after the first business day which is more than six months following the date of Executive’s termination of employment. For this purpose, a termination of employment will be determined in a manner consistent with Section 409A earliest to occur of the CodeVesting, and the regulations and guidance thereunderAccelerated Vesting or Retirement Vesting Date, as applicable.
b. The grant of the Units and issuance of shares of Common Stock upon settlement of the Units shall be subject to and in compliance with all applicable requirements of federal, state, and foreign law with respect to such securities. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company to be necessary to the lawful issuance of any shares subject to the Units shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Units, the Company may require Executive to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.
c. Shares issued in settlement of the Units shall be registered in the name of Executive. Such shares may be issued either in certificated or book entry form. In either event, the certificate or book entry account shall bear such restrictive legends or restrictions as the Company, in its sole discretion, shall require.
d. The Company shall not be required to issue fractional shares upon the settlement of the Units.
e. As of each dividend payment date for each cash dividend on the Common Stock, the Company shall award Executive additional restricted stock units, which shall be subject to the same terms and conditions as the Units granted pursuant to this
this Agreement. The number of additional restricted stock units to be granted shall equal (i) the product of (x) the per-share cash dividend payable with respect to each share of Common Stock on that date, multiplied by (y) the total number of Units which have not been paid or forfeited as of the record date for such dividend, divided by (ii) the Fair Market Value of one share of Common Stock on the payment date of such dividend. The number of additional Units to be granted if the dividend is paid in the form of Common Stock shall be determined in accordance with the manner in which adjustments are determined under the Plan.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Ralcorp Holdings Inc /Mo)
Settlement of the Restricted Stock Units. a. Subject to the terms and conditions of this Agreement, the Company shall issue to Executive (or, in the event of death, the person designated under the Plan in such event) the number of shares of Common Stock that is equal to the number of vested Units on within 60 days after the first business day which is more than six months following the date of Executive’s termination of employment. For this purposeVesting Date or Accelerated Vesting Date, a termination of employment will be determined in a manner consistent with Section 409A of the Code, and the regulations and guidance thereunderas applicable.
b. The grant of the Units and issuance of shares of Common Stock upon settlement of the Units shall be subject to and in compliance with all applicable requirements of federal, state, and foreign law with respect to such securities. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company to be necessary to the lawful issuance of any shares subject to the Units shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Units, the Company may require Executive to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.
c. Shares issued in settlement of the Units shall be registered in the name of Executive. Such shares may be issued either in certificated or book entry form. In either event, the certificate or book entry account shall bear such restrictive legends or restrictions as the Company, in its sole discretion, shall require.
d. The Company shall not be required to issue fractional shares upon the settlement of the Units.
e. As of each dividend payment date for each cash dividend on the Common Stock, the Company shall award Executive additional restricted stock units, which shall be subject to the same terms and conditions as the Units granted pursuant to this
this Agreement. The number of additional restricted stock units to be granted shall equal (i) the product of (x) the per-share cash dividend payable with respect to each share of Common Stock on that date, multiplied by (y) the total number of Units which have not been paid or forfeited as of the record date for such dividend, divided by (ii) the Fair Market Value of one share of Common Stock on the payment date of such dividend. The number of additional Units to be granted if the dividend is paid in the form of Common Stock shall be determined in accordance with the manner in which adjustments are determined under the Plan.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Ralcorp Holdings Inc /Mo)
Settlement of the Restricted Stock Units. a. Subject to the terms and conditions of this Agreement, the Company shall issue to Executive (or, in the event of death, the person designated under the Plan in such event) the number of shares of Common Stock that is equal to the number of vested Units on the first business day which is more than six months following the date of Executive’s termination of employment. For this purpose, a termination of employment will be determined in a manner consistent with Section 409A of the Code, and the regulations and guidance thereunder.
b. The grant of the Units and issuance of shares of Common Stock upon settlement of the Units shall be subject to and in compliance with all applicable requirements of federal, state, and foreign law with respect to such securities. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company to be necessary to the lawful issuance of any shares subject to the Units shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Units, the Company may require Executive to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.
c. Shares issued in settlement of the Units shall be registered in the name of Executive. Such shares may be issued either in certificated or book entry form. In either event, the certificate or book entry account shall bear such restrictive legends or restrictions as the Company, in its sole discretion, shall require.
d. The Company shall not be required to issue fractional shares upon the settlement of the Units.
e. As of each dividend payment date for each cash dividend on the Common Stock, the Company shall award Executive additional restricted stock units, which shall be subject to the same terms and conditions as the Units granted pursuant to this
this Agreement. The number of additional restricted stock units to be granted shall equal (i) the product of (x) the per-share cash dividend payable with respect to each share of Common Stock on that date, multiplied by (y) the total number of Units which have not been paid or forfeited as of the record date for such dividend, divided by (ii) the Fair Market Value of one share of Common Stock on the payment date of such dividend. The number of additional Units to be granted if the dividend is paid in the form of Common Stock shall be determined in accordance with the manner in which adjustments are determined under the Plan.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Ralcorp Holdings Inc /Mo)