Stockholder Rights; Dividend Equivalents. (a) Subject to Paragraph 4(b) below, Participant shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares underlying the RSUs subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (i) Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date (or later date of grant of such Dividend Equivalent right) until the earlier of the settlement or forfeiture of the underlying RSU. Each Dividend Equivalent will entitle Participant to receive additional RSUs equal to the value of any dividends, whether in cash, securities or other property (other than shares of Common Stock), if any, that Participant would have received in respect of each Share underlying the RSUs subject to the Award, had such Share been outstanding on the applicable record date for such dividend. (ii) When such dividends are so declared, the following shall occur: (A) On the date that the Corporation pays a cash dividend in respect of outstanding Shares, the Corporation shall credit Participant with an additional number of RSUs as Dividend Equivalents equal to the quotient of (1) the total number of RSUs subject to this Award but not yet distributed (including any additional RSUs credited as Dividend Equivalents), multiplied by the per Share dollar amount of such dividend, divided by (2) the Fair Market Value of a Share on the date such dividend is paid. (B) On the date that the Corporation pays any other type of dividend in respect of outstanding Shares (other than in shares of Common Stock), the Corporation shall credit the Participant in an equitable manner based on the total number of RSUs subject to this Award but not yet distributed (including any additional RSUs credited as Dividend Equivalents), as determined in the sole discretion of the Plan Administrator and in accordance with the Plan. (iii) Dividend Equivalents credited as additional RSUs shall be subject to the same vesting terms and risks of forfeiture as the underlying RSUs to which they relate (e.g., the same vesting requirements as the underlying RSUs), shall thereafter be considered “RSUs” subject to this Award, and shall also carry corresponding Dividend Equivalent rights.
Appears in 1 contract
Samples: Restricted Stock Unit Issuance Agreement (Iteris, Inc.)
Stockholder Rights; Dividend Equivalents. (a) Subject to Paragraph 4(b) below, Participant shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares underlying the RSUs subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes.
(i) Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date (or later date of grant of such Dividend Equivalent right) until the earlier of the settlement or forfeiture of the underlying RSU. Each Dividend Equivalent will entitle Participant to receive additional RSUs equal to the value of any dividends, whether in cash, securities or other property (other than shares of Common Stock), if any, that Participant would have received in respect of each Share underlying the RSUs subject to the Award, had such Share been outstanding on the applicable record date for such dividend.
(ii) When such dividends are so declared, the following shall occur:
(A) On the date that the Corporation pays a cash dividend in respect of outstanding Shares, the Corporation shall credit Participant with an additional number of RSUs as Dividend Equivalents equal to the quotient of (1) the total number of RSUs subject to this Award but not yet distributed (including any additional RSUs credited as Dividend Equivalents), multiplied by the per Share dollar amount of such dividend, divided by (2) the Fair Market Value of a Share on the date such dividend is paid..
(B) On the date that the Corporation pays any other type of dividend in respect of outstanding Shares (other than in shares of Common Stock), the Corporation shall credit the Participant in an equitable manner based on the total number of RSUs subject to this Award but not yet distributed (including any additional RSUs credited as Dividend Equivalents), as determined in the sole discretion of the Plan Administrator and in accordance with the Plan..
(iii) Dividend Equivalents credited as additional RSUs shall be subject to the same vesting terms and risks of forfeiture as the underlying RSUs to which they relate (e.g., the same vesting requirements as the underlying RSUs), shall thereafter be considered “RSUs” subject to this Award, and shall also carry corresponding Dividend Equivalent rights..
Appears in 1 contract
Samples: Restricted Stock Unit Issuance Agreement (Iteris, Inc.)
Stockholder Rights; Dividend Equivalents. (a) Subject to Paragraph 4(b) below, Participant shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares underlying the RSUs PSUs subject to the Award until the Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes.
(i) Each RSU PSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date (or later date of grant of such Dividend Equivalent right) until the earlier of the settlement or forfeiture of the underlying RSUPSU. Each Dividend Equivalent will entitle Participant to receive additional RSUs PSUs equal to the value of any dividends, whether in cash, securities or other property (other than shares of Common Stock), if any, that Participant would have received in respect of each Share underlying the RSUs PSUs subject to the Award, had such Share been outstanding on the applicable record date for such dividend.
(ii) When such dividends are so declared, the following shall occur:
(A) On the date that the Corporation pays a cash dividend in respect of outstanding Shares, the Corporation shall credit Participant with an additional number of RSUs PSUs as Dividend Equivalents equal to the quotient of (1) the total number of RSUs PSUs subject to this Award but not yet distributed (including any additional RSUs PSUs credited as Dividend Equivalents), multiplied by the per Share dollar amount of such dividend, divided by (2) the Fair Market Value of a Share on the date such dividend is paid..
(B) On the date that the Corporation pays any other type of dividend in respect of outstanding Shares (other than in shares of Common Stock), the Corporation shall credit the Participant in an equitable manner based on the total number of RSUs PSUs subject to this Award but not yet distributed (including any additional RSUs PSUs credited as Dividend Equivalents), as determined in the sole discretion of the Plan Administrator and in accordance with the Plan..
(iii) Dividend Equivalents credited as additional RSUs PSUs shall be subject to the same vesting terms and risks of forfeiture as the underlying RSUs PSUs to which they relate (e.g., the same vesting requirements as the underlying RSUsPSUs), shall thereafter be considered “RSUsPSUs” subject to this Award, and shall also carry corresponding Dividend Equivalent rights..
Appears in 1 contract
Samples: Performance Stock Unit Issuance Agreement (Iteris, Inc.)
Stockholder Rights; Dividend Equivalents. (a) Subject to Paragraph 4(b5(b) below, Participant shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares underlying the RSUs subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes.
(i) Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date (or later date of grant of such Dividend Equivalent right) until the earlier of the settlement or forfeiture of the underlying RSU. Each Dividend Equivalent will entitle Participant to receive additional RSUs equal to the value of any dividends, whether in cash, securities or other property (other than shares of Common Stock), if any, that Participant would have received in respect of each Share underlying the RSUs subject to the Award, had such Share been outstanding on the applicable record date for such dividend.
(ii) When such dividends are so declared, the following shall occur:
(A) On the date that the Corporation pays a cash dividend in respect of outstanding Shares, the Corporation shall credit Participant with an additional number of RSUs as Dividend Equivalents equal to the quotient of (1) the total number of RSUs subject to this Award but not yet distributed (including any additional RSUs credited as Dividend Equivalents), multiplied by the per Share dollar amount of such dividend, divided by (2) the Fair Market Value of a Share on the date such dividend is paid.
(B) On the date that the Corporation pays any other type of dividend in respect of outstanding Shares (other than in shares of Common Stock), the Corporation shall credit the Participant in an equitable manner based on the total number of RSUs subject to this Award but not yet distributed (including any additional RSUs credited as Dividend Equivalents), as determined in the sole discretion of the Plan Administrator and in accordance with the Plan.
(iii) Dividend Equivalents credited as additional RSUs shall be subject to the same vesting terms, deferral election, distribution terms and risks of forfeiture as the underlying RSUs to which they relate (e.g., the same vesting requirements as the underlying RSUs), shall thereafter be considered “RSUs” subject to this Award, and shall also carry corresponding Dividend Equivalent rights.
Appears in 1 contract
Samples: Restricted Stock Unit Issuance Agreement (Iteris, Inc.)