Time-Based Restricted Stock Units. The undersigned currently holds 162,418 unvested time-based restricted stock units (“RSUs”). The Company agrees to take such steps as are necessary such that, as of the Separation Date, all unvested RSUs will vest.
Time-Based Restricted Stock Units. A restricted stock unit award covering 1,750,000 shares of Parent common stock (“Time-Based RSUs”) under the Metromile, Inc. 2021 Equity Incentive Plan (the “Plan”). Subject to approval by the Parent Board, the Time-Based RSUs shall be subject to a time-based vesting, with a vesting commencement date of February 9, 2021 (the “Vesting Commencement Date”), and shall be satisfied quarterly over three (3) years following the Vesting Commencement Date, with 145,833 of the shares vesting on each of the first eight completed calendar quarters following the Vesting Commencement Date and 145,834 of the shares vesting on the ninth through twelfth completed calendar quarters following the Vesting Commencement Date, in all cases subject to your continued employment with the Company or Parent on each such vesting date.
Time-Based Restricted Stock Units. (i) Prior to the Pre-Merger Special Dividend Time, the Valeant Board (or, if appropriate, any committee thereof) shall adopt such resolutions or take such other actions (including using reasonable efforts to obtain any required consents) to adjust the terms of all outstanding Valeant Restricted Stock Units that are scheduled to vest, or which have already become vested, solely based on the passage of time (“Valeant Time-Based Restricted Stock Units”) to provide that, unless otherwise agreed to by the award holder:
(A) at the Pre-Merger Special Dividend Time and prior to the Effective Time, except as provided in subparagraph (B) below, each award of Valeant Time-Based Restricted Stock Units outstanding immediately prior to the Pre-Merger Special Dividend Time shall represent the right to receive, on the same terms and conditions as were applicable under such award immediately prior to the Pre-Merger Special Dividend Time, a number of shares of Valeant Common Stock, rounded down to the nearest whole share, determined by multiplying the number of shares of Valeant Common Stock subject to such award of Valeant Time-Based Restricted Stock Units immediately prior to the Pre-Merger Special Dividend Time by the Pre-Merger Special Dividend Adjustment Ratio; and
(B) with respect to each award of Valeant Time-Based Restricted Stock Units that, by its terms as in effect on the date hereof, will vest (in whole or in part) as a result of the Merger (each such award, a “Single-Trigger RSU”), such Single-Trigger RSU shall vest as of the day prior to the date on which occurs the Pre-Merger Special Dividend Time to the extent provided under the terms of such Single-Trigger RSU as in effect on the date hereof, as if such day was the date on which the Effective Time occurs (the portion so vested, an “Accelerated RSU”) and shall represent, immediately after the Pre-Merger Special Dividend Time and prior to the Effective Time, the right to receive, (1) the same number of shares of Valeant Common Stock underlying the Accelerated RSU (the “Accelerated Valeant RSU Shares”) plus (2) an amount of cash equal to the product of the Pre-Merger Special Dividend and the number of Accelerated Valeant RSU Shares, which cash amount shall be paid (net of applicable withholding) to or on behalf of the holder of the Accelerated RSU on the date on which occurs the Pre-Merger Special Dividend Time. Any portion of the Single-Trigger RSU that does not become an Accelerated RSU (and any right to the...
Time-Based Restricted Stock Units. (a) Each United Online time-based restricted stock unit award granted under the UOL Stock Plans (including each deferred unit attributable to the deemed investment in UOL Common Stock under a non-qualified deferred compensation plan) (a “UOL Stock Unit Award”) that is outstanding immediately prior to the Distribution Date and that is held by a UOL Employee or a Former Employee shall be adjusted effective as of immediately prior to the opening of market on the Distribution Date (and shall thereafter be referred to as a “Post-Distribution UOL Stock Unit Award”) as follows:
Time-Based Restricted Stock Units. All time-based restricted stock units relating to Company Common Stock (“Company RSUs” and, together with the Restricted Company Shares, Company Stock Options and Company PSUs, the “Company Equity Awards”) granted before the Closing Date under Company Equity Plans to a Participant who (i) ceases to be employed or engaged by the Company or a Company Subsidiary as of the Closing Date and does not continue to be employed or engaged by Parent or a Parent Subsidiary immediately following the Closing Date and that has not before the Closing Date expired or been cancelled, forfeited, terminated or settled shall be 100% vested as of the Closing Date and shall be cancelled by the Company as of the Closing Date; provided, however, that such Company RSUs shall cease to be payable in shares of Company Common Stock, but instead shall be payable on the Closing Date for a number of shares of Parent Common Stock (rounded down to the closest whole share) determined by multiplying the Exchange Ratio by the number of shares of Company Common Stock subject to the Company RSUs, or (ii) is employed or engaged by the Company or a Company Subsidiary as of the Closing Date and continues to be employed or engaged by Parent or a Parent Subsidiary immediately following the Closing Date shall remain in effect until such Company RSUs expire, are terminated, are forfeited or are settled in accordance with the terms of the Company Equity Plans or the underlying award agreements governing such awards; provided, however, that upon and following the Merger Effective Time, such Company RSUs shall cease to be payable when due in shares of Company Common Stock, but instead shall be payable when due in a number of shares of Parent Common Stock (rounded down to the closest whole share) equal to the Exchange Ratio multiplied by the number of shares of Company Common Stock as to which the Company RSUs related immediately before the Merger Effective Time.
Time-Based Restricted Stock Units. One hundred percent (100%) of the total number of Restricted Stock Units subject to the Award (the “Time-Based Units”) (subject to adjustment as provided in Section 3.3 of the Plan) shall vest ratably in substantially equal annual installments on each of the first four annual anniversaries of the Grant Date. This means that (subject to adjustment as provided in Section 3.3 of the Plan), [____] Restricted Stock Units shall vest on [_____], [____] Restricted Stock Units shall vest on [_____], [____] Restricted Stock Units shall vest on [_____], and [____] Restricted Stock Units shall vest on [_____].
Time-Based Restricted Stock Units. The ability to receive up to an additional 500,000 shares of Company common stock through a time-based restricted stock unit grant (“Time-Based Restricted Stock Unit Grant”) through the Plan. Such Time-Based Restricted Stock Unit Grant shall vest in five equal installments (i.e., 100,000 each year), vesting on the Annual Vesting Date and an additional 20% vesting on each Annual Vesting Date thereafter for each of the first five years of employment with Company, so long as Employee is still an employee in good standing at the time of each such anniversary, subject to the terms and conditions of the Time-Based Stock Unit Award Agreement attached hereto as Exhibit C.
Time-Based Restricted Stock Units. Under the Foot Locker 2007 Stock Incentive Plan (“Stock Incentive Plan”), as amended and restated, outstanding time-based RSUs will be forfeited on your Termination Date.
Time-Based Restricted Stock Units. The Restricted Stock Units shall vest 100% on the first anniversary of the Grant Date, so long as the Grantee is then continuing to serve as a director through such date (the “Vesting Date”). If the Grantee’s service as a director terminates prior to the Vesting Date, then this Award shall terminate and not be exercisable. Notwithstanding the above, these Restricted Stock Units shall immediately vest if the Grantee ceases to be a director due to the Grantee’s death or disability occurring prior to the Vesting Date. The Committee shall have the discretion to vest all or any portion of the Award in the event the Grantee’s service as a director terminates prior to the Vesting date.
Time-Based Restricted Stock Units. The Company hereby grants to the Employee on the Grant Date an award (the “Award”) consisting of the right to receive, on the terms provided herein and in the Plan, one share of common stock of the Company (“Stock”) with respect to each restricted stock unit forming part of the Award (collectively, the “Restricted Stock Units”), in each case, subject to adjustment pursuant to Section 4 of the Plan in respect of transactions occurring after the Grant Date. The Employee is hereby granted [ ] Restricted Stock Units. On each of the following dates (each, a “Vesting Date”), provided that the Employee remains continuously employed by the Company through such Vesting Date, the Employee shall be entitled to vest in the number of Restricted Stock Units as set forth below: [DESCRIBE VESTING] Notwithstanding the foregoing, the Restricted Stock Units, to the extent then unvested, shall be immediately and fully vested upon the closing of a Change of Control if (i) such Change of Control shall occur before the [ ] anniversary of the Grant Date and (ii) the Employee remains employed by the Company as of the closing of such Change of Control. Certificates for the shares of Stock that are issuable as a result of the Restricted Stock Units vesting as set forth above shall be issued as soon as practicable following each Vesting Date, but in no event later than thirty days following each Vesting Date.
