Timing and Form of Payment Once a Restricted Stock Unit vests, the Participant will be entitled to receive a Share in its place. Delivery of the Share will be made as soon as administratively feasible following the vesting of the associated Restricted Stock Unit. Shares will be credited to an account established for the benefit of the Participant with the Company’s administrative agent. The Participant will have full legal and beneficial ownership of the Shares at that time.
Timing of Payment of Performance When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.
Time and Form of Payment Each of the following amounts payable to the Executive under this agreement shall constitute a separate payment for purposes of Section 409A of the Code:
(1) Each pay period installment of Base Salary payable to the Executive pursuant to subparagraphs 10(d)(i) or 10(f)(iii) (each such installment, a “Salary Continuation Payment”). • Each Salary Continuation Payment shall be paid in accordance with the payroll payment schedule of the Companies in effect on the effective date of the Executive’s termination of employment with the Companies.
(2) Any annual incentive bonus payable to the Executive pursuant to subparagraphs 10(d)(ii), 10(f)(iii) or 10(g)(iii) and the amount payable, if any, in excess of the minimum annual incentive bonus payable pursuant to subparagraph 10(e)(ii) (“Full Termination Year Bonus”). • Any Full Termination Year Bonus shall be paid during the calendar year immediately following the calendar year in which the effective date of the Executive’s termination of employment with the Companies occurs, such payment to be made on the date when such bonuses are normally paid by the Companies (but in no event after the end of the calendar year immediately following the calendar year in which the Executive’s termination of employment with the Companies is effective).
(3) Any pro rata portion of the Executive’s annual incentive bonus for the calendar year of the Executive’s termination of employment pursuant to subparagraphs 10(a)(ii) or 10(b)(ii) (“Pro-Rated Termination Year Bonus”). • Any Pro-Rated Termination Year Bonus shall be paid during the calendar year immediately following the calendar year in which the effective date of the Executive’s termination of employment with the Companies occurs, such payment to be made on the date when such bonuses are normally paid by the Companies (but in no event after the end of the calendar year immediately following the calendar year in which the Executive’s termination of employment with the Companies is effective).
(4) Any Base Salary amount payable pursuant to subparagraphs 10(e)(i) or 10(f)(iii) (“Lump Sum Salary”). • Any Lump Sum Salary shall be paid not later than 30 days following the effective date of the Executive’s termination of employment with the Companies.
(5) Any minimum annual incentive bonus for the calendar year in which the Executive terminates employment pursuant to subparagraphs 10(e)(ii) or 10(f)(iii) (“Lump Sum Bonus”). • Any Lump Sum Bonus shall be paid not later than 30 days following the effective date of the Executive’s termination of employment with the Companies.
(6) Any amounts payable as a percentage of the Executive’s Base Salary pursuant to subparagraphs 10(d)(iii) or 10(f)(iii) (“Percentage Base Amount”). • Any Percentage Base Amount shall be paid on the date that is one year after the effective date of the Executive’s termination of employment with the Companies.
(7) Any amounts payable as a percentage of the Executive’s Base Salary pursuant to subparagraphs 10(e)(iii) or 10(f)(iii) (“Lump Sum Percentage Base Amount”). • Any Lump Sum Percentage Base Amount shall be paid not later than 30 days after the effective date of the Executive’s termination of employment with the Companies.
(8) Any amounts payable to the Executive pursuant to subparagraph 10(l) as an “Additional Payment” and any “Gross-Up Payment” (the “Preliminary Gross-Up Payment”). • Any Preliminary Gross-Up Payment shall be paid not later than 30 days following the effective date of the Executive’s termination of employment with the Companies.
(9) Any amounts payable to the Executive pursuant to subparagraph 10(l) as a “further Gross-Up Payment” (the “Adjustment Gross-Up Payment”). • Any Adjustment Gross-Up Payment shall be paid during the calendar year immediately following the calendar year in which the effective date of the Executive’s termination of employment with the Companies occurs.
Form and Timing of Payment (a) Subject to Section 5 of this Agreement and provided that the Participant has satisfied the vesting requirements of Section 2 or 3 of this Agreement, on each Vesting Date, as applicable, the mPRSUs shall automatically be converted into unrestricted Shares. Such Shares will be issued to the Participant (as evidenced by the appropriate entry in the books of the Company or a duly authorized transfer agent of the Company) on the applicable Vesting Date (or as soon as practicable), but in any event, within the period ending on the later to occur of the date that is 2 ½ months after the end of (i) the Participant’s tax year that includes the applicable Vesting Date, or (ii) the Company’s tax year that includes the applicable Vesting Date.
(b) Shares issued in respect of mPRSUs shall be deemed to be issued in consideration of past services actually rendered by the Participant to the Company or a Related Entity or for its benefit for which the Participant has not previously been compensated or for future services to be rendered, as the case may be, which the Company deems to have a value at least equal to the aggregate par value of the Shares subject to the mPRSUs.
Non-Duplication of Payment or Benefits For purposes of clarity, in the event of a Qualifying Pre-CIC Termination, any severance payments and benefits to be provided to the Executive under Section 3(b) will be reduced by any amounts that already were provided to the Executive under Section 3(a). Notwithstanding any provision of this Agreement to the contrary, if the Executive is entitled to any cash severance, continued health coverage benefits, or vesting acceleration of any equity awards (other than under this Agreement) by operation of applicable law or under a plan, policy, contract, or arrangement sponsored by or to which any member of the Company Group is a party (“Other Benefits”), then the corresponding severance payments and benefits under this Agreement will be reduced by the amount of Other Benefits paid or provided to the Executive.
Payment of Benefits All or part of the contract benefits may be paid under one or more of the following: - a variable payment plan; - a fixed payment plan; or - in cash. The provisions and rate for variable and fixed payment plans are described in Section 11. Contract benefits may not be placed under a payment plan unless the plan would provide to each beneficiary a monthly income the initial amount of which is at least the minimum payment amount shown on page 4. A Withdrawal Charge will be deducted from contract benefits before their payment under certain conditions described in Section 7.3.
Timing of Payment or Performance When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.
Summary of Benefits This Summary of Benefits shows the amount you will pay for covered services under this Blue Shield of California plan. It is only a summary and it is part of the contract for health care coverage, called the Evi- dence of Coverage (EOC). Please read both documents carefully for details. ADDITIONAL BENEFITS – NOT COVERED BY MEDICARE INDEPENDENCE AND SAFE MOBILITY WITH AAA - Your benefit is provided by American Automobile Associ- ation of Northern California, Nevada & Utah (AAA). The benefit is a Classic AAA membership and includes access to Independent and Safe Mobility tools and services. • Roadwise Driver • Educational Driving Resources • Roadside Assistance $0 First $250 each Calendar Year $250 Remainder of charges 20% plus 100% of additional charges over the $50,000 lifetime maximum BASIC GYM ACCESS THROUGH SILVERSNEAKERS® FITNESS $0 HEARING AID SERVICES – Your hearing aid services benefits are provided by EPIC Hearing Healthcare (EPIC). This benefit is designed for you to use EPIC network providers. EPIC Participating Providers are listed at xxxxxxxxxxxx.xxx/XxxxxxxXxxx. If you choose to use out-of-network providers, those services will not be covered. This benefit is separate from diagnostic hearing examinations and related charges as covered by Medi- care. Hearing aid benefits every year include: • One routine hearing exam • Hearing aid instrument o Choice of private-labeled Silver (mid-level) or Gold (premium level) tech- nology hearing aid models o Up to two hearing aids in the following styles: ▪ in-the-ear; ▪ in-the-canal; ▪ completely-in-canal; ▪ behind-the-ear; or ▪ receiver-in-the-ear. o All technology levels include: ▪ one consultation; ▪ two-year supply of batteries per hearing aid; and ▪ three-year extended warranty. o Silver technology level hearing aids include: ▪ one behind-the-ear hearing aid (non-ear mold model) delivered directly to your home; and $0 Silver Technology Level: $449 per hearing aid Gold Technology Level: $699 per hearing aid ▪ up to three virtual follow-up visits by a participating provider for hearing aid fitting, consultation, device check, and adjustment for no additional cost. o Gold technology level hearing aids include: ▪ one hearing aid delivered in-person by a participating provider; ▪ up to three in-person follow-up visits for hearing aid fitting, con- sultation, device check, and adjustment for no additional cost; and ▪ standard ear molds & impressions. ADDITIONAL BENEFITS – NOT COVERED BY MEDICARE VISION SERVICES– Your vision benefits are provided by Vision Service Plan (VSP). This benefit offers one of the largest national network of independent doctors located in retail, neighborhood, medical and professional settings. You can lower any out-of-pocket costs by choosing network providers for covered services. VSP Participating Providers may be located through an online directory at xxxxxxxxxxxx.xxx. Click on Find a Doctor. Comprehensive eye exam once every 12 months $20 All costs above $50 Eyeglass frame once every 24 months All costs above $100 All costs above $40 Eyeglass lenses once every 12 months $25 Single vision: • Single vision• Bifocal• Trifocal• Aphakic or lenticular monofocal or multifocal All costs above $43 Bifocal:All costs above $60 Trifocal: All costs above $75 Aphakic or lenticular monofo- cal or multifocal: All costs above $104 Contact lenses (instead of eyeglass lenses) once every 12 months • Non-elective (medically necessary) – Hard or Soft – one pair • Elective (cosmetic/convenience) – Hard – one pair • Elective (cosmetic/convenience) – Soft – Up to a three- to six-month supply for each eye based on lenses selected Non-elective (hard or soft): $25 copay and all costs above $500 Elective (hard or soft): $25 copay and all costs above $120 Non-elective (hard or soft): All costs above $200 Elective (hard or soft): All costs above $100 ADDITIONAL BENEFITS – NOT COVERED BY MEDICARE PHYSICIAN CONSULTATION BY PHONE OR VIDEO THROUGH TELADOC $0 per consult OVER-THE-COUNTER ITEMS THROUGH CVS – Eligible over-the-counter (OTC) items are available through the OTC Items Catalog, at xxx.xxxxxxxxxxxx.xxx/xxxxxxxxXXX. Limitations may apply. Refer to the OTC Items Catalog for more information. Up to two orders per quarter All costs above the $100 Allow- ance per quarter No person has the right to receive the benefits of this plan for Services furnished following termination of coverage except as specifically provided under the extension of benefits, Part I.B. of this Agreement. Benefits of this plan are available only for Services furnished during the term it is in effect and while the individual claiming benefits is actually covered by this Agreement. Benefits may be modified during the term of this plan as specifically provided under the terms of this Agreement or upon renewal. If benefits are modified, the revised benefits (including any reduction in benefits or the elimination of benefits) apply to Services furnished on or after the effective date of the modification. There is no vested right to receive the benefits of this Agree- ment. I: CONDITIONS OF COVERAGE AND PAYMENT OF DUES
Payment of Benefit The Company shall pay the annual benefit to the Executive in 12 equal monthly installments commencing with the month following the Executive’s Normal Retirement Date, paying the annual benefit to the Executive for a period of 15 years.
Settlement of PSUs The grant pursuant to this Award represents an unfunded and unsecured promise of the Company, subject to the vesting, achievement of performance targets and other conditions of this Agreement, to issue to the Employee for each vested PSU one share of the Common Stock and to pay to the Employee in a single lump sum any cash amounts credited on such vested PSU with respect to dividends. Except as otherwise expressly provided in the Award Statement and subject to the terms of this Agreement, such issuance and lump sum payment shall be made to the Employee (or, in the event of his or her death to the Employee’s estate as provided above) (a) in all cases other than those set forth in clause (b), as soon as reasonably practicable following the Vesting Date and no later than December 31 of the year in which the Vesting Date occurs, and (b) in the case of termination of employment by reason of death or Disability or the Employee’s death after a termination of employment in the circumstances specified in Section 2, as soon as reasonably practicable following such termination of employment or death. Notwithstanding the foregoing, if the Company determines that settlement in the form of Common Stock is impractical or impermissible under the laws of the Employee’s country of residence, the PSUs will be settled in the form of cash, and further notwithstanding the foregoing, payment will not occur until any applicable waiting period under HSR has expired or been terminated.
