Common use of Timing and Manner of Settlement of Restricted Stock Units Clause in Contracts

Timing and Manner of Settlement of Restricted Stock Units. a. Unless and until the Restricted Stock Units become vested and nonforfeitable in accordance with Section 1.2 or 1.3 of this Agreement, the Participant shall have no right to settlement of any such Restricted Stock Units. Reasonably promptly after the Vesting Date (and in any event not later than two and one-half (2-1/2) months after the end of the year in which such Restricted Stock Units vest), such vested and non-forfeitable Restricted Stock Units shall be settled by the Company delivering to the Participant (or his beneficiary in the event of death) either (i) a certificate evidencing a number of shares of Common Stock equal to the number of vested Restricted Stock Units that become vested and non-forfeitable upon the Vesting Date ; (ii) cash equal to the Fair Market Value of the Common Stock as of the Vesting Date with respect to each vested Restricted Stock Unit; or (iii) a combination of (i) and (ii); provided, however, that any shares of Common Stock delivered to the Participant shall be endorsed with the appropriate legends determined by the Company. [In addition, the Participant may become entitled to receive payments equal to any cash dividends and other distributions paid with respect to a corresponding number of shares of Restricted Stock Units covered by the Award, which cash payments shall be subject to the same forfeiture restrictions as apply to the Restricted Stock Units and shall be paid at the same time that the corresponding shares are issued in respect of the Participant’s vested Restricted Stock Units, provided that if any such dividends or distributions are paid in shares, then the Participant shall automatically be granted a corresponding number of additional Restricted Stock Units subject to the Award.] Applicable if the Award includes Dividend Equivalents b. Notwithstanding subsection (a) above, in the event that (i) the Participant is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time (the “Policy”) or the Participant is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by the Restricted Stock Units are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to the Participant or a day on which the Participant is permitted to sell shares of the Company’s common stock pursuant to a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as determined by the Company in accordance with the Policy, or does not occur on a date when the Participant is otherwise permitted to sell shares of the Company’s common stock on the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares from the Participant’s distribution, then such shares shall not be delivered on such Original Distribution Date and shall instead be delivered on the first business day of the next occurring open “window period” applicable to the Participant pursuant to such Policy (regardless of whether the Participant is still providing continuous services at such time) or the next business day when the Participant is not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than the fifteenth (15th) day of the third calendar month of the calendar year following the calendar year in which the shares covered by the Restricted Stock Units vest. Settlement of the Restricted Stock Units pursuant to the provisions of this Section 2.1 is intended to comply with the requirements for the short-term deferral exemption available under Treasury Regulations Section 1.409A-1(b)(4) and shall be construed and administered in such manner. The form of such delivery of the shares (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company. Neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that are so paid. c. If the Restricted Stock Units are subject to, and not exempt from Code Section 409A, the following provisions in this subsection (c) shall supersede anything to the contrary in subsection (a), the Company, subject to subsection (b), shall settle the vested Restricted Stock Units within sixty (60) days after the Vesting Date (provided that, to the extent required to comply with Code Section 409A, if such sixty (60) day period spans calendar years, the payment shall be made in the second calendar year).

Timing and Manner of Settlement of Restricted Stock Units. a. (a) Unless and until the Restricted Stock Units become vested and nonforfeitable in accordance with Section 1.2 or 1.3 of this Agreement, the Participant shall have no right to settlement of any such Restricted Stock Units. Reasonably promptly after the Vesting Date (and in any event not later than two and one-half (2-1/2) months after the end of the year in which such Restricted Stock Units vest), such vested and non-forfeitable Restricted Stock Units (and any Dividend Equivalents the Committee awarded to the Participant, if any) shall be settled by the Company delivering to the Participant (or his beneficiary in the event of death) either (i) a certificate evidencing a number of shares of Common Stock equal to the number of vested Restricted Stock Units that become vested and non-forfeitable upon the Vesting Date Date; (ii) cash equal to the Fair Market Value of the Common Stock as of the Vesting Date with respect to each vested Restricted Stock Unit; or (iii) a combination of (i) and (ii); provided, however, that any shares of Common Stock delivered to the Participant shall be endorsed with the appropriate legends determined by the Company. [In addition, the Participant may become entitled to receive payments equal to any cash dividends and other distributions paid with respect to a corresponding number of shares of Restricted Stock Units covered by the Award, which cash payments shall be subject to the same forfeiture restrictions as apply to the Restricted Stock Units and shall be paid at the same time that the corresponding shares are issued in respect of the Participant’s vested Restricted Stock Units, provided that if any such dividends or distributions are paid in shares, then the Participant shall automatically be granted a corresponding number of additional Restricted Stock Units subject to the Award.] Applicable if the Award includes Dividend Equivalents b. (b) Notwithstanding subsection (a) above, in the event that (i) the Participant is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time (the “Policy”) or the Participant is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by the Restricted Stock Units are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to the Participant or a day on which the Participant is permitted to sell shares of the Company’s common stock pursuant to a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as determined by the Company in accordance with the Policy, or does not occur on a date when the Participant is otherwise permitted to sell shares of the Company’s common stock on the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares from the Participant’s distribution, then such shares shall not be delivered on such Original Distribution Date and shall instead be delivered on the first business day of the next occurring open “window period” applicable to the Participant pursuant to such Policy (regardless of whether the Participant is still providing continuous services at such time) or the next business day when the Participant is not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than the fifteenth (15th) day of the third calendar month of the calendar year following the calendar year in which the shares covered by the Restricted Stock Units vest. Settlement of the Restricted Stock Units pursuant to the provisions of this Section 2.1 is intended to comply with the requirements for the short-term deferral exemption available under Treasury Regulations Section 1.409A-1(b)(4) and shall be construed and administered in such manner. The form of such delivery of the shares (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company. Neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that are so paid. c. (c) If the Restricted Stock Units are subject to, and not exempt from Code Section 409A, the following provisions in this subsection (c) shall supersede anything to the contrary in subsection (a), the Company, subject to subsection (b), shall settle the vested Restricted Stock Units within sixty (60) days after the Vesting Date (provided that, to the extent required to comply with Code Section 409A, if such sixty (60) day period spans calendar years, the payment shall be made in the second calendar year).

Timing and Manner of Settlement of Restricted Stock Units. a. (a) Unless and until the Restricted Stock Units become vested and nonforfeitable in accordance with Section 1.2 or 1.3 of this Agreement, the Participant shall have no right to settlement of any such Restricted Stock Units. Reasonably promptly after the Vesting Date (and in any event not later than two and one-half (2-1/2) months after the end of the year in which such Restricted Stock Units vest), such vested and non-forfeitable Restricted Stock Units (and any Dividend Equivalents the Committee awarded to the Participant, if any) shall be settled by the Company delivering to the Participant (or his beneficiary in the event of death) either (i) a certificate evidencing a number of shares of Common Stock equal to the number of vested Restricted Stock Units that become vested and non-forfeitable upon the Vesting Date Date; (ii) cash equal to the Fair Market Value of the Common Stock as of the Vesting Date with respect to each vested Restricted Stock Unit; or (iii) a combination of (i) and (ii); provided, however, that any shares of Common Stock delivered to the Participant shall be endorsed with the appropriate legends determined by the Company. [In addition, the Participant may become entitled to receive payments equal to any cash dividends and other distributions paid with respect to a corresponding number of shares of Restricted Stock Units covered by the Award, which cash payments shall be subject to the same forfeiture restrictions as apply to the Restricted Stock Units and shall be paid at the same time that the corresponding shares are issued in respect of the Participant’s vested Restricted Stock Units, provided that if any such dividends or distributions are paid in shares, then the Participant shall automatically be granted a corresponding number of additional Restricted Stock Units subject to the Award.] Applicable if the Award includes Dividend Equivalents b. (b) Notwithstanding subsection (a) above, in the event that (i) the Participant is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time (the “Policy”) or the Participant is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by the Restricted Stock Units are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to the Participant or a day on which the Participant is permitted to sell shares of the Company’s ’s (1) Please note that we only included the double trigger vesting so we did not include vesting at 100% of target if the change in control occurs less than 6 months from grant and vests based on actual performance at the change in control with respect to awards granted more than six months prior to the change in control. common stock pursuant to a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as determined by the Company in accordance with the Policy, or does not occur on a date when the Participant is otherwise permitted to sell shares of the Company’s common stock on the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares from the Participant’s distribution, then such shares shall not be delivered on such Original Distribution Date and shall instead be delivered on the first business day of the next occurring open “window period” applicable to the Participant pursuant to such Policy (regardless of whether the Participant is still providing continuous services at such time) or the next business day when the Participant is not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than the fifteenth (15th) day of the third calendar month of the calendar year following the calendar year in which the shares covered by the Restricted Stock Units vest. Settlement of the Restricted Stock Units pursuant to the provisions of this Section 2.1 is intended to comply with the requirements for the short-term deferral exemption available under Treasury Regulations Section 1.409A-1(b)(4) and shall be construed and administered in such manner. The form of such delivery of the shares (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company. Neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that are so paid. c. (c) If the Restricted Stock Units are subject to, and not exempt from Code Section 409A, the following provisions in this subsection (c) shall supersede anything to the contrary in subsection (a), the Company, subject to subsection (b), shall settle the vested Restricted Stock Units within sixty (60) days after the Vesting Date (provided that, to the extent required to comply with Code Section 409A, if such sixty (60) day period spans calendar years, the payment shall be made in the second calendar year).

Timing and Manner of Settlement of Restricted Stock Units. a. (a) Unless and until the Restricted Stock Units become vested and nonforfeitable in accordance with Section 1.2 2.2 or 1.3 2.3 of this Agreement, the Participant shall will have no right to settlement Settlement of any such Restricted Stock Units. Reasonably Vested and non-forfeitable Restricted Stock Units shall be Settled by the Company (i) with respect to Restricted Stock Units that become vested and non-forfeitable in accordance with Sections 2.2, 2.3(a) or 2.3(b) of this Agreement, reasonably promptly after the Vesting Date date of any such vesting (and in any event all events not later than two and one-half (2-1/2) months after the end of the year in which such vesting date) or (ii) with respect to Restricted Stock Units vest), such that become vested and non-forfeitable in accordance with Section 2.3(c) of this Agreement, a date specified by the Company that shall be within two and one-half (2-1/2) months after the date on which the Restricted Stock Units otherwise would have vested pursuant to Sections 2.2(a), 2.3(a) or 2.3(b) if the Participant’s Termination of Employment had not occurred (the date on which the Shares are Settled pursuant to clause (i) or (ii) above, the “Settlement Date”). (b) Such Settlement shall be settled accomplished by the Company delivering to the Participant (or his beneficiary in the event of death) either (i) a certificate evidencing a number of shares of Common Stock Shares equal to the number of vested Restricted Stock Units that become vested and non-forfeitable upon the Vesting that Settlement Date ; or (ii) cash equal an electronic issuance evidencing such Shares. To the extent that the Participant is then subject to the Fair Market Value of the Common Stock as of the Vesting Date with respect Ownership Guidelines and that such Shares are subject to each vested Restricted transfer restrictions pursuant to such Stock Unit; or (iii) a combination of Ownership Guidelines then such Shares (i) and may be issued with a legend indicating that “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY IS SUBJECT TO TRANSFERABILITY RESTRICTIONS CONTAINED IN THE SBA COMMUNICATIONS CORPORATION STOCK OWNERSHIP GUIDELINES” or (ii); provided, however, that any shares of Common Stock ) if delivered to the Participant shall be endorsed with the appropriate legends determined by the Company. [In additionelectronically, the Participant Company may become entitled make such provisions as it deems necessary to receive payments equal to any cash dividends and other distributions paid with respect to a corresponding number of shares of Restricted Stock Units covered by the Award, which cash payments shall be ensure that each Share is subject to the same forfeiture restrictions terms and conditions as apply to the Restricted Stock Units and shall be paid at the same time shares that the corresponding shares are issued in respect of the Participant’s vested Restricted Stock Units, provided that if any such dividends or distributions are paid in shares, then the Participant shall automatically be granted represented by a corresponding number of additional Restricted Stock Units subject to the Award.] Applicable if the Award includes Dividend Equivalents b. Notwithstanding subsection (a) above, in the event that (i) the Participant is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time (the “Policy”) or the Participant is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by the Restricted Stock Units are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to the Participant or a day on which the Participant is permitted to sell shares of the Company’s common physical stock pursuant to a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as determined by the Company in accordance with the Policy, or does not occur on a date when the Participant is otherwise permitted to sell shares of the Company’s common stock on the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares from the Participant’s distribution, then such shares shall not be delivered on such Original Distribution Date and shall instead be delivered on the first business day of the next occurring open “window period” applicable to the Participant pursuant to such Policy (regardless of whether the Participant is still providing continuous services at such time) or the next business day when the Participant is not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than the fifteenth (15th) day of the third calendar month of the calendar year following the calendar year in which the shares covered by the Restricted Stock Units vest. Settlement of the Restricted Stock Units pursuant to the provisions of this Section 2.1 is intended to comply with the requirements for the short-term deferral exemption available under Treasury Regulations Section 1.409A-1(b)(4) and shall be construed and administered in such manner. The form of such delivery of the shares (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Companycertificate. Neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that are so paid. c. If the Restricted Stock Units are subject to, and not exempt from Code Section 409A, the following provisions in this subsection (c) shall supersede anything to the contrary in subsection (a), the Company, subject to subsection (b), shall settle the vested Restricted Stock Units within sixty (60) days after the Vesting Date (provided that, to the extent required to comply with Code Section 409A, if such sixty (60) day period spans calendar years, the payment shall be made in the second calendar year).

Timing and Manner of Settlement of Restricted Stock Units. a. (a) Unless and until the Restricted Stock Units become vested and nonforfeitable in accordance with Section 1.2 2.2 or 1.3 2.3 of this Agreement, the Participant shall will have no right to settlement Settlement of any such Restricted Stock Units. Reasonably Vested and non-forfeitable Restricted Stock Units shall be Settled by the Company with respect to Restricted Stock Units that become vested and non-forfeitable in accordance with Sections 2.2 or 2.3 of this Agreement, reasonably promptly after the Vesting Date date of any such vesting (and in any event all events not later than two and one-half (2-1/2) months after such vesting date) (the end of the year in which such Restricted Stock Units vest“Settlement Date”), such vested and non-forfeitable Restricted Stock Units . (b) Such Settlement shall be settled accomplished by the Company delivering to the Participant (or his beneficiary in the event of death) either (i) a certificate evidencing a number of shares of Common Stock Shares equal to the number of vested Restricted Stock Units that become vested and non-forfeitable upon the Vesting that Settlement Date ; or (ii) cash equal an electronic issuance evidencing such Shares. To the extent that the Participant is then subject to the Fair Market Value of the Common Stock as of the Vesting Date with respect stock ownership guidelines and that such Shares are subject to each vested Restricted Stock Unit; or (iii) a combination of transfer restrictions pursuant to such stock ownership guidelines then such Shares (i) and may be issued with a legend indicating that “THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY IS SUBJECT TO TRANSFERABILITY RESTRICTIONS CONTAINED IN THE UWM HOLDINGS CORPORATION STOCK OWNERSHIP GUIDELINES” or (ii); provided, however, that any shares of Common Stock ) if delivered to the Participant shall be endorsed with the appropriate legends determined by the Company. [In additionelectronically, the Participant Company may become entitled make such provisions as it deems necessary to receive payments equal to any cash dividends and other distributions paid with respect to a corresponding number of shares of Restricted Stock Units covered by the Award, which cash payments shall be ensure that each Share is subject to the same forfeiture restrictions terms and conditions as apply to the Restricted Stock Units and shall be paid at the same time shares that the corresponding shares are issued in respect of the Participant’s vested Restricted Stock Units, provided that if any such dividends or distributions are paid in shares, then the Participant shall automatically be granted represented by a corresponding number of additional Restricted Stock Units subject to the Award.] Applicable if the Award includes Dividend Equivalents b. Notwithstanding subsection (a) above, in the event that (i) the Participant is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time (the “Policy”) or the Participant is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by the Restricted Stock Units are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to the Participant or a day on which the Participant is permitted to sell shares of the Company’s common physical stock pursuant to a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as determined by the Company in accordance with the Policy, or does not occur on a date when the Participant is otherwise permitted to sell shares of the Company’s common stock on the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares from the Participant’s distribution, then such shares shall not be delivered on such Original Distribution Date and shall instead be delivered on the first business day of the next occurring open “window period” applicable to the Participant pursuant to such Policy (regardless of whether the Participant is still providing continuous services at such time) or the next business day when the Participant is not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than the fifteenth (15th) day of the third calendar month of the calendar year following the calendar year in which the shares covered by the Restricted Stock Units vest. Settlement of the Restricted Stock Units pursuant to the provisions of this Section 2.1 is intended to comply with the requirements for the short-term deferral exemption available under Treasury Regulations Section 1.409A-1(b)(4) and shall be construed and administered in such manner. The form of such delivery of the shares (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Companycertificate. Neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that are so paid. c. If the Restricted Stock Units are subject to, and not exempt from Code Section 409A, the following provisions in this subsection (c) shall supersede anything to the contrary in subsection (a), the Company, subject to subsection (b), shall settle the vested Restricted Stock Units within sixty (60) days after the Vesting Date (provided that, to the extent required to comply with Code Section 409A, if such sixty (60) day period spans calendar years, the payment shall be made in the second calendar year).