Terms of the Award. 3.1 The Award shall be subject to the rules of the Stock Incentive Plan and the Co-Investment Scheme, as modified by the following terms of this Agreement.
3.2 For the purposes of this Award the definition of “Good Leaver” in the Co-Investment Scheme shall be amended by the deletion of the words “redundancy, or”.
3.3 Participant acknowledges that Participant has previously entered into (whether as part of Participant’s contract of employment or by separate agreement) or simultaneously herewith is entering into an "Agreement Regarding Confidential Information" with Federated (the "Confidentiality Agreement"). Participant acknowledges that Federated would not enter into this Agreement without the Confidentiality Agreement. In the event that, during the course of Participant's employment with Federated, Participant shall (i) engage in "competition" with Federated as defined but excluding the temporal limitations contained in Section 3.5 of this Agreement or (ii) shall breach any provision of the Confidentiality Agreement, then the unvested portion of the Award shall be forfeited. If Participant chooses to engage in competition with Federated as defined above or chooses to breach the Confidentiality Agreement, Participant will knowingly be forfeiting Participant’s Award granted under this Agreement and will have considered the loss of such a potential benefit in Participant's decision to engage in competition with Federated or to breach the Confidentiality Agreement. In the event of a breach of the Confidentiality Agreement, Federated also shall have the rights and remedies provided under that agreement.
3.4 Participant acknowledges that in the event that Participant engages in competition with Federated as defined and within the temporal limitations contained in Section 3.5 of this Agreement, then Federated shall be entitled, in addition to any other remedies and damages available, to an injunction to restrain such breach or threatened breach thereof by Participant, Participant’s partners, agents, servants, employers, and employees, and any other persons acting for or with Participant. Participant further agrees that any corporate parent, direct or indirect subsidiary, affiliate, or successor of Federated for which Participant performs services may enforce this Agreement without need for any assignment of this Agreement.
3.5 Participant shall be deemed to have engaged in "competition" with Federated in the event that, during the period of Participant's employ...
Terms of the Award. A. The Company hereby grants to the Participant an aggregate of [ ] FV LTIP Units as of the Effective Date noted above.
B. The Participant shall be admitted as partner of the Partnership with beneficial ownership of the FV LTIP Units as of the Effective Date by (i) signing and delivering to the Partnership a copy of this Award Agreement and (ii) signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as Exhibit A).
C. Upon execution of this Award Agreement by the Participant, the Partnership and the Company, the Partnership Agreement shall be amended to reflect the issuance to the Participant of the FV LTIP Units . Thereupon, the Participant shall have all the rights of a Limited Partner of the Partnership with respect to a number of LTIP Units equal to the FV LTIP Units and the common units of the Partnership into which FV LTIP Units are converted will be redeemable for a cash amount or shares of the Company’s common stock, in each case as provided in the Partnership Agreement, subject, however, to the restrictions and conditions specified in Section 2 below.
D. Subject to the Participant’s continued service to the Company through the applicable vesting date and the terms of the Plan, twenty-five percent (25%) of the FV LTIP Units shall vest on the last day of each calendar quarter of the year in which the Effective Date occurs (each, a “Vesting Date”), provided that the Participant continues to serve as a member of the Board of Director on the applicable Vesting Date.
Terms of the Award. A. The Company hereby grants to the Participant an aggregate of [ ] AO LTIP Unitsas of the Effective Date noted above.
B. The Participant shall be admitted as partner of the Partnership with beneficial ownership of the AO LTIP Units as of the Effective Date by (i) signing and delivering to the Partnership a copy of this Award Agreement and (ii) signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as Exhibit A).
C. Each AO LTIP Unit, subject to the restrictions, limitations, and conditions of redemption and conversion set forth herein and in the Partnership Agreement, may (i) become convertible into a number of common units of the Partnership to be calculated using the AO LTIP Conversion Factor (as defined in the Partnership Agreement), and (ii) the common units of the Partnership into which AO LTIP Units are converted will be redeemable for a cash amount or shares of the Company’s common stock as provided in the Partnership Agreement.
D. Each AO LTIP Unit will have a period of ten (10) years (the “Fixed Term”), commencing on the Effective Date to accrete to its maximum AO LTIP Conversion Factor (subject to the Participant’s right to convert sooner at his or her option as provided in the Partnership Agreement). On the AO LTIP Unit Forced Conversion Date noted above (or at such earlier time specified herein or in the Partnership Agreement) the Company intends to cause conversion of each AO LTIP Unit and no further increase (or decrease) in the AO LTIP Conversion Factor will occur thereafter.
E. Subject to the Participant’s continued service to the Company through the applicable vesting date and the terms of the Plan, the Award shall vest in equal installments on each of the first ___ (__) anniversaries of the Effective Date, such that ______ percent (__%) of the Award vests on each such anniversary (each, a “Vesting Date”). At any time, the portion of the Award which has become vested in accordance with the terms hereof shall be called the “Vested Portion.”
Terms of the Award. A. The Company hereby grants to the Participant an aggregate of [·] FV LTIP Units as of the Effective Date noted above.
B. The Participant shall be admitted as partner of the Partnership with beneficial ownership of the FV LTIP Units as of the Effective Date by (i) signing and delivering to the Partnership a copy of this Agreement and (ii) signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as Exhibit A).
C. Upon execution of this Agreement by the Participant, the Partnership and the Company, the Partnership Agreement shall be amended to reflect the issuance to the Participant of the FV LTIP Units and the Partnership shall deliver to the Participant a certificate of the Partnership certifying the number of FV LTIP Units then issued to the Participant. Thereupon, the Participant shall have all the rights of a Limited Partner of the Partnership with respect to a number of LTIP Units equal to the FV LTIP Units and the common units of the Partnership into which FV LTIP Units are converted will be redeemable for a cash amount or shares of the Company’s common stock, in each case as provided in the Partnership Agreement, subject, however, to the restrictions and conditions specified in Section 2 below.
D. Subject to the Participant’s continued service to the Company through the applicable vesting date and the terms of the Plan, the FV LTIP Units shall vest in equal installments on each of the first [·] anniversaries of the Date of Xxxxx, such that [·] percent ([·]%) of the FV LTIP Units vest on each such anniversary (each, a “Vesting Date”).
Terms of the Award. The terms of the Award are as follows:
Terms of the Award. Certificates for the shares of stock evidencing the Restricted Stock will not be issued but the shares will be registered in your name in book entry form promptly after your acceptance of this Award. You will be entitled to vote and receive any cash dividends (net of required tax withholding) on the Restricted Stock, but you will not be able to obtain a stock certificate or sell, encumber or otherwise transfer the shares except in accordance with the Plan. The number of shares of Restricted Stock you have been awarded is forty five thousand (45,000). Provided since the date of the Award you have been continuously employed or retained as a consultant by the Company or one of its subsidiaries or affiliated companies, the restrictions on 10% of the shares will automatically lapse on July 1, 1997 and on the same date of each year thereafter until all shares are free of restrictions, in each case based on the initial number of shares. In accordance with Section 6(c)(iv) of the Plan, if your employment (or consulting relationship, if applicable) should be terminated by reason of your death or permanent and total disability or if unforfeited shares of Restricted Stock remain unvested and you should die following retirement, the restrictions on all Restricted Stock will lapse and your rights to the shares will become vested on the date of such termination or death. If you are then an employee and your employment should be terminated by reason of retirement on or after your attaining age 65, such restrictions will continue to lapse in the same manner as though your employment had not been terminated. As restrictions lapse, a certificate for the number of shares of Restricted Stock as to which restrictions have lapsed will be forwarded to you or the person or persons entitled to the shares. If your employment or consulting relationship with the Company or one of its subsidiaries or affiliated companies is terminated for any reason while restrictions remain in effect, other than a reason referred to in the second preceding paragraph above, all Restricted Stock for which the restrictions have not lapsed will be automatically forfeited to the Company. Notwithstanding the foregoing, if you at any time engage in an activity following your termination of employment which in the sole judgment of the Committee is detrimental to the interests of the Company, a subsidiary or affiliated company, all Restricted Stock for which restrictions have not lapsed will be forfeited to t...
Terms of the Award. The terms of the Award are as follows: Participant: «First_Name» «Middle_Init» «Last_Name» Award Gxxxx Date: _____, 200_ [**date of board or committee approval] Number of Restricted Shares: ___ Shares of Bxxxx Shoe Company, Inc. Common Stock, subject to certain restrictions Vesting Schedule (Lapse of Restrictions): ____ __, 201_ as to 100% of the Restricted Shares [** 4th anniversary of the Grant Date]
Terms of the Award. (a) The Award consists of the aggregate number of FV LTIP Units set forth above (“Award LTIP Units”), which will be subject to forfeiture and vesting as set forth in this Agreement.
(b) The Participant shall be admitted as partner of the Partnership with beneficial ownership of the Award LTIP Units as of the Effective Date by (i) signing and delivering to the Partnership a copy of this Award Agreement and (ii) signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as Exhibit B).
(c) Upon execution of this Award Agreement by the Participant, the Partnership and the Company, the Partnership Agreement shall be amended to reflect the issuance to the Participant of the Award LTIP Units. Thereupon, subject to Section 10(b) below, the Participant shall have all the rights of a Limited Partner of the Partnership with respect to a number of FV LTIP Units equal to the Award LTIP Units and the common units of the Partnership into which such Award LTIP Units may be converted will be redeemable for a cash amount or shares of Common Stock, in each case as provided in the Partnership Agreement, subject, however, to the restrictions and conditions specified in this Award Agreement.
(d) The number of Award LTIP Units that are earned will be based on four different performance metrics measured over the Performance Period as provided in Sections 3, 4, 5 and 6 below: (i) Relative TSR as compared to the Equity REIT Index Companies (“Relative TSR/Equity REITs”), (ii) Relative TSR as compared to the Retail REIT Index Companies (“Relative TSR/Retail REITs”), (iii) Annualized TSR Growth, and (iv) FFO per Share CAGR. Award LTIP Units that are earned pursuant to Sections 3, 4, 5 and 6 below will become vested based on the Continuous Service requirements provided in Section 9 below. In addition, if any Award LTIP Units are earned pursuant to Sections 3, 4, 5 or 6, then as of the date on which such Award LTIP Units are earned, the Participant will also earn an additional number of Award LTIP ACTIVE/84645397.12 Units on account of catch-up distributions as provided in Section 10(b) below. In the case of fractions, the aggregate number of Award LTIP Units earned shall be rounded down to the nearest whole integer.
Terms of the Award. During the continuation of Participant's employment by Federated, a portion of the 2019 Award shall vest in Participant in accordance with the schedule of vesting as follows:
Terms of the Award. The terms of the Award are as follows: Participant: «First_Name» «Middle_Init» «Last_Name» Initial Award Xxxxx Date: _____, 20__ [**date of board approval] Target Award: ___ Performance Shares
