Time-Based Phantom Units held by NTI Employees Sample Clauses

Time-Based Phantom Units held by NTI Employees. At the Effective Time, any award of time-based NTI Phantom Units held by an NTI Employee and outstanding and unvested immediately prior to the Effective Time shall be converted into either a new WNR Phantom Stock award or a cash award, as determined by WNR in its discretion prior to the Effective Time; provided, however, that this Section 3.1(e)(ii)(B) shall not be read to provide WNR with the ability to treat NTI Employees different from one another. In the event that the NTI Phantom Unit is converted to a WNR Phantom Stock award: (1) each unvested award of NTI Phantom Units being converted into WNR Phantom Stock awards under this Section 3.1(e)(ii)(B) shall be converted with the number of WNR Phantom Stock subject to each such converted award to be equal to the result of the number of outstanding NTI Phantom Units subject to the award immediately prior to the Effective time multiplied by the Equity Award Equity Merger Consideration, rounded up or down to the nearest whole share of WNR Common Stock (with .5 and above rounded up); (2) any value within a DER account accrued with respect to the underlying NTI Phantom Unit immediately prior to the Effective Time shall carry over and become attached to the new WNR award; (3) each new WNR Phantom Stock award may be settled in WNR Common Stock or the cash equivalent value of a share of WNR Common Stock, at the discretion of WNR, when the restrictions applicable to the new WNR Phantom Stock award lapses; and (4) the agreements between the applicable NTI Party and the award holder regarding such converted NTI Phantom Units shall be assumed by WNR and such awards, as converted to WNR Phantom Stock, shall continue to be governed on and after the Effective Time by the terms and conditions of such agreements (subject to any adjustments required by this Section 3.1(e) after giving effect to the Merger) and by the NTI LTIP as adopted by WNR pursuant to Section 6.14(a) of this Agreement or otherwise as set forth in Section 6.14(c) and shall otherwise be subject to the same terms and conditions other than those set forth herein, including, but not limited to, vesting and payment dates, and the accrual of dividend equivalent rights on unvested WNR Phantom Stock. In the event that the NTI Phantom Unit is converted into a cash award as of the Effective Time: (1) the NTI Phantom Unit will be cancelled immediately; (2) the cash amount of the new award will be determined by multiplying the number of outstanding NTI Phantom Unit...
Sample 1
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Related to Time-Based Phantom Units held by NTI Employees

  • Phantom Units Subject to Section 4 below, each Phantom Unit that vests shall represent the right to receive payment, in accordance with Section 5 below, in the form of one (1) Unit. Unless and until a Phantom Unit vests, the Participant will have no right to payment in respect of such Phantom Unit. Prior to actual payment in respect of any vested Phantom Unit, such Phantom Unit will represent an unsecured obligation of the Partnership, payable (if at all) only from the general assets of the Partnership.

  • Forfeiture of Restricted Stock Units Except as provided in Section 3, if the Employee terminates employment prior to the satisfaction of the vesting requirements set forth in Section 2(a) above, any unvested Restricted Stock Units shall immediately be forfeited. The period of time during which the Restricted Stock Units covered by this Award are forfeitable is referred to as the “Restricted Period.”

  • Performance Stock Units The Company may grant to Executive performance stock units (“PSUs”) pursuant to the Incentive Plan. All PSUs are subject to and conditioned on approval of the grant and its terms by the Board. All granted PSUs shall vest as provided in the applicable PSU grant notice and grant agreement (“PSU Agreement”). All PSUs shall be subject to the terms and conditions of the Incentive Plan and a PSU Agreement in a form prescribed by the Company, which Executive must sign as a condition to receiving the PSUs.

  • Performance Share Units The Committee may, in its discretion, grant to Executive performance share units subject to performance vesting conditions (collectively, the “Performance Units”), which shall be subject to restrictions on their sale as set forth in the Plan and an associated Performance Unit Grant Letter.

  • Restricted Share Units Restricted Share Units means Restricted Share Units granted to Participant under the Plan subject to such terms and conditions as the Committee may determine at the time of issuance.

  • Performance Shares The Performance Shares earned by the Grantee will be determined and delivered to the Grantee as soon as practicable subsequent to the determination of the Corporation’s financial results for the Performance Cycle and approval by the Plan Administrator. The corresponding shares of the Corporation’s common stock will be purchased on the open market.

  • Unvested Common Shares Issued in Settlement of Performance Share Awards If the Executive terminates employment pursuant to Sections 6(b), 6(d) or 6(e)(i) after the Performance Share Vesting Date, the vesting of all Unvested Common Shares (as defined in the Performance Share Agreement) issued in settlement of the Performance Share Award shall be accelerated in full effective as of the date of such termination.

  • Restricted Stock Units Subject to Plan This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Stock Units As used herein, the term “Stock Unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s Common Stock (“Share”) solely for purposes of the Plan and this Award Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Stock Units vest pursuant to this Award Agreement. The Stock Units shall not be treated as property or as a trust fund of any kind.

  • Performance Units Subject to the limitations set forth in paragraph (c) hereof, the Committee may in its discretion grant Performance Units to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award.

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