Common use of Transfer of Vested Shares Clause in Contracts

Transfer of Vested Shares. If the Section 457A Deliver Date occurs on or after the beginning of the Performance Period, on the 457A Delivery Date, the Participant shall receive a number shares of Stock determined by multiplying (i) the number of Covered Units (which have not previously been forfeited) by (ii) the Performance Percentage determined pursuant to Section 3 as if the Performance Period ended on the later to occur of the 457A Delivery Date and December 1, 2018 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that (A) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to death, Disability or a Qualifying Termination, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata Fraction or (B) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Retirement Percentage (with such percentage converted to a number by dividing such percentage by 100). Shares of stock received by a Participant pursuant to this Section A-1 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such shares of Stock cannot be sold or transferred by the Participant at any time prior to the Delivery Date.

Appears in 2 contracts

Samples: Assured Guaranty LTD, Assured Guaranty LTD

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Transfer of Vested Shares. If the Section 457A Deliver Delivery Date occurs on or after the beginning of the Performance Period, on the 457A Delivery Date, the Participant shall receive a number shares of Stock Shares determined by multiplying (i) the number of Covered Units (which have not previously been forfeited) by (ii) the Performance Percentage determined pursuant to Section 3 as if the Performance Period ended on the later to occur of the 457A Delivery Date and December 1, 2018 2024 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that (A) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to death, Disability Disability, or a Qualifying Termination, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata Fraction or (B) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Retirement Percentage (with such percentage converted to a number by dividing such percentage by 100). Shares of stock received by a Participant pursuant to this Section A-1 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however however, that the shares of Stock Shares shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such shares of Stock Shares cannot be sold or transferred by the Participant at any time prior to the Delivery Date.

Appears in 1 contract

Samples: Assured Guaranty LTD

Transfer of Vested Shares. If the Section 457A Deliver Date occurs on or after the beginning of the Performance Period, on the 457A Delivery Date, the Participant shall receive a number shares of Stock determined by multiplying (i) the number of Covered Units (which have not previously been forfeited) by (ii) the Performance Percentage determined pursuant to Section 3 as if the Performance Period ended on the later to occur of the 457A Delivery Date and December 1, 2018 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that (A) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, death, Disability or a Qualifying Termination, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata Fraction or (B) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Retirement Percentage (with such percentage converted to a number by dividing such percentage by 100)Fraction. Shares of stock received by a Participant pursuant to this Section A-1 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such shares of Stock cannot be sold or transferred by the Participant at any time prior to the Delivery Date.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Assured Guaranty LTD)

Transfer of Vested Shares. If the Section 457A Deliver Date occurs on or after the beginning of the Performance Period, on the 457A Delivery Date, the Participant shall receive a number shares of Stock determined by multiplying (i) the number of Covered Units (which have not previously been forfeited) by (ii) the Performance Percentage determined pursuant to Section 3 as if the Performance Period ended on the later to occur of the 457A Delivery Date and December 1, 2018 2023 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that (A) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to death, Disability or a Qualifying Termination, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata Fraction or (B) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Retirement Percentage (with such percentage converted to a number by dividing such percentage by 100). Shares of stock received by a Participant pursuant to this Section A-1 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however however, that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such shares of Stock cannot be sold or transferred by the Participant at any time prior to the Delivery Date.

Appears in 1 contract

Samples: Assured Guaranty LTD

Transfer of Vested Shares. If the Section 457A Deliver Date occurs on or after the beginning of the Performance Period, on the 457A Delivery Date, the Participant shall receive a number shares of Stock determined by multiplying (i) the number of Covered Units (which have not previously been forfeited) by (ii) the Performance Percentage determined pursuant to Section 3 as if the Performance Period ended on the later to occur of the 457A Delivery Date and December 1, 2018 2023 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that (A) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to death, Disability Disability, or a Qualifying Termination, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata Fraction or (B) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Retirement Percentage (with such percentage converted to a number by dividing such percentage by 100). Shares of stock received by a Participant pursuant to this Section A-1 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however however, that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such shares of Stock cannot be sold or transferred by the Participant at any time prior to the Delivery Date.

Appears in 1 contract

Samples: Assured Guaranty LTD

Transfer of Vested Shares. If the Section 457A Delivery Date occurs prior to the beginning of the Performance Period, on the Section 457A Delivery Date, the Participant shall not receive any shares pursuant to the following sentence and the Performance Percentage shall be equal to zero (0%) for purposes of this Section as of the Section 457A Deliver Date. If the Section 457A Deliver Date occurs on or after the beginning of the Performance Period, on the 457A Delivery Date, the Participant shall receive a number shares of Stock determined by multiplying (i) the number of Covered Units (which have not previously been forfeited) by (ii) the Performance Percentage determined pursuant to Section 3 as if the Performance Period ended on the later to occur of the 457A Delivery Date and December 1, 2018 2014 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that (A) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, death, Disability or a Qualifying Termination, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata Fraction or (B) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Retirement Percentage (with such percentage converted to a number by dividing such percentage by 100)Fraction. Shares of stock received by a Participant pursuant to this Section A-1 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such shares of Stock cannot be sold or transferred by the Participant at any time prior to the Delivery Date.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Assured Guaranty LTD)

Transfer of Vested Shares. If the Section 457A Delivery Date occurs prior to the beginning of the Performance Period, on the Section 457A Delivery Date, the Participant shall not receive any shares pursuant to the following sentence and the Performance Percentage shall be equal to zero (0%) for purposes of this Section as of the Section 457A Deliver Date. If the Section 457A Deliver Date occurs on or after the beginning of the Performance Period, on the 457A Delivery Date, the Participant shall receive a number shares of Stock determined by multiplying (i) the number of Covered Units (which have not previously been forfeited) by (ii) the Performance Percentage determined pursuant to Section 3 as if the Performance Period ended on the later to occur of the 457A Delivery Date and December 1, 2018 2016 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that (A) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, death, Disability or a Qualifying Termination, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata Fraction or (B) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Retirement Percentage (with such percentage converted to a number by dividing such percentage by 100)Fraction. Shares of stock received by a Participant pursuant to this Section A-1 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such shares of Stock cannot be sold or transferred by the Participant at any time prior to the Delivery Date.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Assured Guaranty LTD)

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Transfer of Vested Shares. If the Section 457A Deliver Date occurs on or after the beginning of the Performance Period, on the 457A Delivery Date, the Participant shall receive a number shares of Stock determined by multiplying (i) the number of Covered Units (which have not previously been forfeited) by (ii) the Performance Percentage determined pursuant to Section 3 as if the Performance Period ended on the later to occur of the 457A Delivery Date and December 1, 2018 2021 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that (A) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to death, Disability or a Qualifying Termination, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata Fraction or (B) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Retirement Percentage (with such percentage converted to a number by dividing such percentage by 100). Shares of stock received by a Participant pursuant to this Section A-1 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however however, that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such shares of Stock cannot be sold or transferred by the Participant at any time prior to the Delivery Date.

Appears in 1 contract

Samples: Assured Guaranty LTD

Transfer of Vested Shares. If the Section 457A Delivery Date occurs prior to the beginning of the Performance Period, on the Section 457A Delivery Date, the Participant shall not receive any shares pursuant to the following sentence and the Performance Percentage shall be equal to zero (0%) for purposes of this Section as of the Section 457A Deliver Date. If the Section 457A Deliver Date occurs on or after the beginning of the Performance Period, on the 457A Delivery Date, the Participant shall receive a number shares of Stock determined by multiplying (i) the number of Covered Units (which have not previously been forfeited) by (ii) the Performance Percentage determined pursuant to Section 3 as if the Performance Period ended on the later to occur of the 457A Delivery Date and December 1, 2018 2017 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that (A) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, death, Disability or a Qualifying Termination, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata Fraction or (B) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Retirement Percentage (with such percentage converted to a number by dividing such percentage by 100)Fraction. Shares of stock received by a Participant pursuant to this Section A-1 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such shares of Stock cannot be sold or transferred by the Participant at any time prior to the Delivery Date.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Assured Guaranty LTD)

Transfer of Vested Shares. If the Section 457A Deliver Date occurs on or after the beginning of the Performance Period, on the 457A Delivery Date, the Participant shall receive a number shares of Stock determined by multiplying (i) the number of Covered Units (which have not previously been forfeited) by (ii) the Performance Percentage determined pursuant to Section 3 as if the Performance Period ended on the later to occur of the 457A Delivery Date and December 1, 2018 2021 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that (A) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to death, Disability Disability, or a Qualifying Termination, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata Fraction or (B) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Retirement Percentage (with such percentage converted to a number by dividing such percentage by 100). Shares of stock received by a Participant pursuant to this Section A-1 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however however, that the shares of Stock shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such shares of Stock cannot be sold or transferred by the Participant at any time prior to the Delivery Date.

Appears in 1 contract

Samples: Assured Guaranty LTD

Transfer of Vested Shares. If the Section 457A Deliver Delivery Date occurs on or after the beginning of the Performance Period, on the 457A Delivery Date, the Participant shall receive a number shares of Stock Shares determined by multiplying (i) the number of Covered Units (which have not previously been forfeited) by (ii) the Performance Percentage determined pursuant to Section 3 as if the Performance Period ended on the later to occur of the 457A Delivery Date and December 1, 2018 2024 (with such percentage converted to a number by dividing such percentage by 100); provided, however, that (A) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to death, Disability or a Qualifying Termination, then the product of clauses (i) and (ii) shall additionally be multiplied by the Pro-Rata Fraction or (B) if the Participant’s Date of Termination occurred on or prior to the 457A Delivery Date due to Retirement, then the product of clauses (i) and (ii) shall additionally be multiplied by the Retirement Percentage (with such percentage converted to a number by dividing such percentage by 100). Shares of stock received by a Participant pursuant to this Section A-1 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however however, that the shares of Stock Shares shall remain subject to the terms of this Agreement expressly applicable after such Delivery Date (including, without limitation, Section 13); provided, further, however, that the Participant agrees that such shares of Stock Shares cannot be sold or transferred by the Participant at any time prior to the Delivery Date.

Appears in 1 contract

Samples: Assured Guaranty LTD

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