Shadow Stock Sample Clauses

Shadow Stock. Subject to the following terms and conditions, the Executive shall be granted units of shadow stock ("Units") pursuant to the Xxxxxx Energy Company 1982 Shadow Stock Plan (the "Shadow Plan"), and such Units shall vest, at the time and in the amounts set forth in the following table: Date of Grant Vesting Date Number of Units November 1, 2001 October 31, 2002 300,000 Units November 1, 2002 October 31, 2003 300,000 Units November 1, 2003 October 31, 2004 300,000 Units November 1, 2004 April 30, 2005 150,000 Units Notwithstanding the foregoing, these grants will become effective only if the Committee affirmatively authorizes such grant at a meeting prior to November 1 of each year and the Committee may in its sole discretion, at any time prior to the granting of Units pursuant to this Section 4(D) alter the number of such Units to be granted and/or condition the vesting of such Units on the performance of such criteria as the Committee shall elect. In the event the Executive remains continuously employed by Parent or Xxxxxx until the applicable vesting date, then all restrictions on the Units shall expire and the Units shall vest. On each date that Units vest in accordance with the foregoing table, the then value of the Units will thereupon be credited to the Executive's account in the Xxxxxx Executive Deferred Compensation Program. In the event the Executive's employment with Parent and Xxxxxx terminates prior to the expiration of the Primary Term and following a "Change of Control" (as such term is hereinafter defined) or if the Executive's employment is terminated by Parent or Xxxxxx for reasons which do not constitute "Cause" as defined herein, then any Units which have not vested in accordance with the foregoing table shall be vested as of such termination date and all restrictions on the Units will expire and the then value of the Units will thereupon be credited to the Executive's account in the Xxxxxx Executive Deferred Compensation Program. Subject to the provisions of Section 7 below, in the event the Executive's employment with Parent and Xxxxxx terminates prior to the expiration of the Primary Term for any reason other than those set forth in the preceding sentence, then all of the Executive's rights in the Units which have not previously vested in accordance with the foregoing table shall terminate as of the date of termination, and all rights thereunder shall cease. The Units will be evidenced by a Shadow Stock Agreement between Parent and the E...
Sample 1See All (4)
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Shadow Stock million dollars, divided by (b) the fair market value of the Common Stock on the Effective Date ($45.75), rounded up to the next whole Unit (148,634 units). All restrictions on the Units will expire and the Units will become exercisable in full in the event (x) the Executive remains continuously employed through the expiration of the Primary Term, or (y) the Executive's employment terminates prior to the expiration of the Primary Term due to death, "Disability," termination by the Company without "Cause," termination by the Executive for "Good Reason," or following a "Change of Control" (as such terms are hereinafter defined). In the event the Executive's employment terminates prior to the expiration of the Primary Term for any reason other than those set forth in the preceding sentence, then the restrictions on the Units shall lapse as of the date of termination as to a portion of the Units which equals (i) the number of Units originally awarded multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed from the Effective Date to the date of termination and the denominator of which is 1,825 (the number of days in the Primary Term). For purposes of determining the Executive's rights with respect to the Units under the Shadow Plan upon termination of employment due to retirement, any termination of the Executive's employment by the Company without Cause or termination by the Executive for Good Reason would be deemed to constitute a retirement. The Units shall have a ten-year term from the Effective Date, subject to earlier expiration in accordance with the Shadow Plan, in the event of voluntary resignation prior to retirement without Good Reason or termination by the Company for Cause. The Units will be evidenced by a Shadow Stock Agreement between the Company and the Executive.
Sample 1
Shadow Stock. The Company and the Executive have entered into a Shadow Stock Agreement dated the date of this Agreement, a copy of which is attached hereto as Exhibit A.
Sample 1
Shadow Stock. In connection with your employment, you are being granted a shadow stock award which will entitle you to a cash payment equal to the appreciation, if any, in the value of a 5% interest in the common stock of the Company from November 30, 1995 until November 30, 2000. The amount of appreciation will be paid to you in a lump sum as soon as practicable after the conclusion of the five-year shadow period. The value of the shadow stock at the commencement of the employment period shall be equal to 5% of the capital employed in the Company as determined on November 30, 1995. The value of the shadow stock on November 30, 2000 shall be equal to the greater of (i) 5% of the capital employed in the Company at November 30, 2000, or (ii) 5% times the net income of the Company before interest and taxes for the 12-month period ending November 30, 2000, multiplied by 8. The capital employed in the Company at November 30, 1995 and November 30, 2000 and the net income of the Company for the 12-month period ending November 30, 2000 shall be determined by the Company's outside accountants based on the books and records of the Company at such dates without audit but excluding Videojet Systems International and MICAP Technology. The determination of the Company's outside accountants shall be final and binding on the Company and you. In the event of a sale or other disposition of the stock of the Company, or substantially all of its assets, to a party other than a subsidiary or associated company while you are employed hereunder, the amount of appreciation shall be determined by subtracting 5% of the capital employed in the Company on November 30, 1995 from an amount equal to 5% of the net proceeds of the transaction, and you shall be paid the entire amount of such appreciation as soon as possible after the consummation of the transaction. In the event of your death, total permanent disability or termination of employment by the Company without cause during the five-year shadow period, you will be entitled to a cash payment equal to the appreciation, if any, in the value of the vested portion of the shares of Company stock on which this award is based, from the date hereof until the last day of the calendar month in which your death, disability or termination of employment occurs. In the case of
Sample 1

Related to Shadow Stock

  • Company Stock The Certificates and stock powers, duly endorsed, transferring the Company Stock to Subsidiary and the officer and director resignations required in Section 4.6;

  • Common Stock Dividends If the Company at any time while this Warrant is outstanding and unexpired shall pay a dividend with respect to Common Stock payable in Shares, or make any other distribution with respect to Common Stock in Shares, then the Exercise Price shall be adjusted, from and after the date of determination of the shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (i) the numerator of which shall be the total number of Shares outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of Shares outstanding immediately after such dividend or distribution. This paragraph shall apply only if and to the extent that, at the time of such event, this Warrant is then exercisable for Common Stock.

  • Shares The term “

  • Xxxxx Stock The Company agrees that it will use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under the Securities Act prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent any of the Company’s outstanding securities from being deemed to be a “xxxxx stock” as defined in Rule 3a51-1 under the Exchange Act during such period.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Common Stock 1 Company........................................................................1

  • Escrow of Shares (a) All Shares of Restricted Stock will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted Stock will be held by the Escrow Holder until such time as the Shares of Restricted Stock vest or the date Participant ceases to be a Service Provider.

  • Stock Splits, Stock Dividends, etc In the event of any issuance of Shares of the Company’s voting securities hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be endorsed with the legend set forth in Section 7.12.

  • Common Shares 4 Company...................................................................................... 4

  • Correction of Shareholder Accounts In the case of a Material NAV Error, corrections are made by correcting or “reprocessing” shareholder transactions/accounts at the correct NAV. When the NAV is understated, investors purchasing shares receive too many shares, and redeeming shareholders are paid less redemption proceeds than that to which they are entitled. When the NAV is overstated, investors purchasing shares receive too few shares for the amount paid and redeeming shareholders are paid excess redemption proceeds. Thus, correction or reprocessing of shareholder accounts results in adjusting the number of shares purchased or sold to the number that should have been acquired or sold, based on the correct NAV and the amount paid. In the case of a full redemption at an 91 understated NAV, the redeeming shareholder would be reimbursed directly for the additional amount they would have received in the absence of the NAV Error (subject to the $10 per-account correction minimum). In the case of a full redemption at an overstated NAV, TRP would determine whether to pursue reclamation of the overpayment from the shareholder (for accounts above the $10 per-account correction minimum). If TRP elects not to pursue reclamation from the shareholder, the amount of the overpayment will be paid in to the fund by TRP. Additionally, any reasonable losses and out-of-pocket expenses incurred for correcting shareholder accounts will be paid by the party responsible for causing the error. When a fund corrects shareholder accounts (and restates its NAV), investors or beneficial owners who hold shares through an intermediary (such as banks, broker-dealers, and defined contribution plan recordkeepers) will be corrected in the same manner (i.e., shareholders invested through an intermediary’s omnibus account should be transacted at the fund’s restated/official NAV). Further, there may also be losses or benefits to shareholders if the shareholders exchanged all shares of a fund with a Material NAV Error into another fund (“New Fund”) during an Error Period. Should this occur, the amount of New Fund shares may also need to be corrected to reflect the correct share amount (e.g., if a shareholder exchanges all shares of a fund with an understated NAV into a New Fund, the shareholder will receive less proceeds and therefore less shares of the New Fund and the New Fund account also would be corrected). In certain circumstances, such as, for example, where the costs of determining and administering the adjustment to shareholder accounts are excessive in relation to the adjustment, TRP may determine to implement alternative corrective action subject to approval by the fund’s Audit Committee or Trust Company’s Board. In such cases, the incremental cost of any such alternative corrective action (in excess of the cost of correction otherwise in accordance with this policy) will be borne solely by TRP. To the extent an NAV Error is corrected by adjusting shareholder accounts/transactions at the correct NAV (i.e., the NAV is restated), the restated NAV becomes the official NAV and is used for all purposes, including shareholder account/transaction correction, performance computations, “as of” transactions, and financial reporting. The restated NAV is presented on shareholder statements, web postings, and in financial reporting. If an NAV Error does not result in an NAV restatement, the original NAV remains the official NAV used for shareholder transactions and performance computations.

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