Common use of Time-Vested Restricted Stock Units Clause in Contracts

Time-Vested Restricted Stock Units. Subject to and conditioned upon the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, the Initial RSU Award (including dividend equivalents credited thereon pursuant to Section 4(e)(iii)), if then unvested, shall fully vest immediately upon Termination and shall be payable in accordance with Section 4(e)(ii). Notwithstanding any provision in any award agreement between the Company and the Executive or this Section 5, subject to and conditioned upon the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, (i) all restricted stock units granted to the Executive, other than the Initial RSU Award, that vest based solely upon the Executive’s continued employment with the Company and which have not otherwise vested shall vest and shall be payable in accordance with the terms of the particular award under which they were granted; provided, any outstanding restricted stock unit award that vests in a single sum determined solely on the basis of the Executive’s continuous employment through a stated vesting date shall vest as to such number of restricted stock units on the date of the Executive’s Termination as equals the fraction the numerator of which is the number of full months (based on the monthly “anniversary” date of the award) so continuously employed from the first day of such vesting period through the Termination Date and the denominator of which is the total number of months comprising the vesting period of such award; and (ii) for all such restricted stock units (other than the Initial RSU Award), within five (5) days after the Termination Date, the Company shall either (1) pay to the Executive an amount equal to the fair market value (computed as the average of the high and low trades reported on the New York Stock Exchange) of the Common Stock represented by such vested restricted stock units determined as of the Termination Date, or (2) issue Common Stock under such vested awards to the Executive. Any such cash payment shall be deemed to be in lieu of and in substitution for any right the Executive may have to such vested restricted stock units under the terms of any award agreement between the Company and the Executive, and the Executive agrees to surrender all such vested restricted stock units being cashed out hereunder immediately prior to receiving the cash payment described above. For purposes hereunder, the term “restricted stock unit” should be read to include all other similar equity instruments (other than the Initial RSU Award), including, but not limited to, restricted stock.

Time-Vested Restricted Stock Units. Subject Notwithstanding any provision in any award agreement between the Company and the Executive or this Section 6, and subject to and conditioned upon the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, (i) upon a Termination that occurs upon the date of the Change in Control or thereafter on or before the second anniversary of the date of the Change in Control, all restricted stock units granted to the Executive that vest based solely upon the Executive’s continuous employment with the Company through a stated vesting date, including, without limitation, the Initial RSU Award (including dividend equivalents credited thereon pursuant to Section 4(e)(iii)), if then unvested, shall fully vest immediately upon Termination and shall be payable in accordance with Section 4(e)(ii). Notwithstanding any provision in any award agreement between the Company and the Executive or this Section 5, subject to and conditioned upon the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired, terms thereof (i) all restricted stock units granted to the Executive, other than the Initial RSU Award, that vest based solely upon the Executive’s continued employment with the Company and which have not otherwise vested shall vest and Award shall be payable in accordance with the terms of the particular award under which they were grantedSection 4(e)(ii)); provided, any outstanding such restricted stock units shall vest immediately upon the consummation of a Change in Control if the successor to the Company has not assumed (expressly or impliedly) the Company’s obligations under the applicable restricted stock unit award that vests in or plan document or issued to the Executive a single sum determined solely substitute equity-based award of equivalent value on no less favorable terms for vesting or payment as provided under the basis of the Executive’s continuous employment through a stated vesting date shall vest as to such number of restricted stock units on unit award so replaced (including, without limitation, the date of the Executive’s Termination as equals the fraction the numerator of which is the number of full months (based on the monthly “anniversary” date of the award) so continuously employed from the first day of such vesting period through the Termination Date and the denominator of which is the total number of months comprising the vesting period of such awardInitial RSU Award); and (ii) for all such restricted stock units (other than the Initial RSU Award), within five (5) days after the Termination Date, the Company shall either (1) pay to the Executive an amount equal to the fair market value (computed as the average of the high and low trades reported on the New York Stock Exchange) of the Common Stock represented by such vested restricted stock units (other than the Initial RSU Award) determined as of the Termination Date, or (2) issue Common Stock under such vested awards to the Executive. Any such cash payment shall be deemed to be in lieu of and in substitution for any right the Executive may have to such vested restricted stock units under the terms of any award agreement between the Company and the Executive, and the Executive agrees to surrender all such vested restricted stock units being cashed out hereunder immediately prior to receiving the cash payment described above. For purposes hereunder, the term “restricted stock unit” should be read to include all other similar equity instruments s (other than the Initial RSU Award), including, but not limited to, restricted stock.