Vesting and Delivery of Vested Securities a) Subject to the terms and provisions of the Plan and this Agreement, no later than 60 days after the Vesting Date with respect to the Award, the Company shall issue or transfer to the Non-Employee Director the number of Shares corresponding to such Vesting Date and the Retained Distributions, if any, covered by the Award. Except as otherwise provided in paragraphs 5, 6 and 7, the vesting of such RSUs and any Retained Distributions relating thereto shall occur only if the Non-Employee Director has continued to serve as a director of the Company on the Vesting Date and has continuously so served since the Date of Grant (as defined in the Notice).
Vesting and Delivery of Vested Securities a) Subject to the terms and provisions of the Plan and this Agreement, on the Vesting Date, the Company shall issue or transfer to the Participant the number of Shares corresponding to the Performance Level achieved during the Performance Period and the Retained Distributions, if any, covered by the Award. Except as otherwise provided in paragraphs 5, 6 and 7, the vesting of such PSUs and any Retained Distributions relating thereto shall occur only if the Participant has continued in Employment of the Company or any of its Affiliates on the Vesting Date and has continuously been so employed since the Date of Grant (as defined in the Notice of Grant of Performance Stock Units).
Vesting and Delivery of Vested Securities a) Subject to the terms and provisions of the Plan and this Agreement, on the Vesting Date, the Company shall issue or transfer to the Participant the number of Shares corresponding to the Performance Level achieved during the Performance Period and the Retained Distributions, if any, relating to such Shares. Except as otherwise provided in paragraphs 5, 6 and 7, the vesting of such PSUs and any Retained Distributions relating thereto shall occur only if the Participant has continued in Employment of the Company or any of its Affiliates on the Vesting Date and has continuously been so employed since the Date of Grant (as defined in the Notice of Grant of Performance Stock Units). As of the Vesting Date, a percentage (between 0% and 200%) of the target number of PSUs shall vest as follows:
(i) If the Company’s TSR Percentile for the Performance Period is ranked at or above the 50th percentile, then the percentage of the target number of PSUs that shall vest is based on the Company’s TSR Percentile during the Performance Period, as indicated in the table below;
(ii) If the Company’s TSR Percentile for the Performance Period is ranked below the 50th percentile and the Adjusted EPS Percentile for the Performance Period is ranked at or above the 50th percentile, then the percentage of the target number of PSUs that shall vest is the average of (x) the percentage of the target number of PSUs that would vest based on the Company’s TSR Percentile during the Performance Period, as indicated in the table below, and (y) 100%; and
(iii) If the Company’s TSR Percentile for the Performance Period is ranked below the 50th percentile and the Adjusted EPS Percentile for the Performance Period is ranked below the 50th percentile, then the percentage of the target number of PSUs that shall vest is based on the Company’s TSR Percentile during the Performance Period, as indicated in the table below. Maximum The Company is ranked at the 100th percentile 200 % Target The Company is ranked at the 50th percentile 100 % Threshold The Company is ranked at the 25th percentile 50 % Below Threshold The Company is ranked below the 25th percentile 0 % The percentage of Target PSUs that vest if the Company’s TSR Percentile during the Performance Period is between the “Threshold” and “Target” or between the “Target” and “Maximum” Performance Levels shall be determined by linear interpolation.
Vesting and Delivery of Vested Securities a) Subject to the terms and provisions of the Plan and this Agreement, no later than 60 days after each Vesting Date with respect to the Award, the Company shall issue or transfer to the Participant the number of Shares that vested on such Vesting Date as set forth on the Notice and the Retained Distributions, if any, covered by that portion of the Award. Except as otherwise provided in paragraphs 6 and 7, the vesting of such RSUs and any Retained Distributions relating thereto shall occur only if the Participant has continued in Employment of the Company, any of its Affiliates or any Time Warner Affiliate on the Vesting Date and has continuously been so employed since the Date of Grant (as defined in the Notice).
Vesting and Delivery of Vested Securities a) Except as otherwise provided in paragraphs 5, 6 and 7, the vesting of the RSUs in the Award and any Retained Distributions relating thereto shall occur only if (i) the Participant has continued in Employment of the Company or any of its Affiliates on the Vesting Date and has continuously been so employed since the Date of Grant (as defined in the Notice) and (ii) the Performance Target for the Performance Period has been achieved, as certified by the Committee in accordance with Section 9(b) of the Plan. Subject to the requirements and limitations in the immediately preceding sentence and the other terms and provisions of this Agreement and the Plan, no later than 60 days after the later of (x) each Vesting Date with respect to the Award and (y) the certification by the Committee of the achievement of the Performance Target, the Company shall issue or transfer to the Participant the number of Shares corresponding to such Vesting Date and the Retained Dividend Equivalents and Retained Distributions, if any, covered by that portion of the Award.
Vesting and Delivery of Vested Securities a) Except as otherwise provided in Sections 5, 6 and 7, the vesting of the RSUs and any Retained Distributions relating thereto shall occur only if (i) the Participant has continued in Employment of the Company or any of its Affiliates on the Vesting Date and has continuously been so employed since the Date of Grant (as set forth in the Notice) and (ii) the 162(m) Vesting Condition has been satisfied. Subject to the requirements and limitations in the immediately preceding sentence and the other terms and provisions of this Agreement and the Plan, no later than 60 days after the later of (x) each Vesting Date with respect to the Award and (y) the satisfaction of the 162(m) Vesting Condition, the Company shall issue or transfer to the Participant the number of Shares corresponding to such Vesting Date and the Retained Dividend Equivalents and Retained Distributions, if any, covered by that portion of the Award.
Vesting and Delivery of Vested Securities a) Except as otherwise provided in Sections 5, 6 and 7, the vesting of the RSUs and any Retained Distributions relating thereto shall occur only if the Participant has continued in Employment of the Company or any of its Affiliates on the Vesting Date and has continuously been so employed since the Date of Grant (as set forth in the Notice). Subject to the requirements and limitations in the immediately preceding sentence and the other terms and provisions of this Agreement and the Plan, no later than 60 days after each Vesting Date with respect to the Award, the Company shall issue or transfer to the Participant the number of Shares corresponding to such Vesting Date and the Retained Distributions, if any, covered by that portion of the Award.
Vesting and Delivery of Vested Securities. Subject to the terms and provisions of the Plan and this Agreement (and any Performance Vesting Terms set forth in Attachment A hereto), on each Vesting Date with respect to the Award, all of the Restricted Shares and the Retained Distributions, if any, covered by the portion of the Award related to such Vesting Date shall become unconditionally vested. Except as otherwise provided in paragraphs 7 and 8, the vesting of such Restricted Shares and any Retained Distributions relating thereto shall occur only if the Performance Vesting Terms have been met and the Participant has continued in Employment of the Company or any of its Affiliates on the Vesting Date and has continuously been so employed since the Date of Grant (as defined in the Notice). Reasonably promptly following the Participant’s satisfaction of all requirements under paragraph 10 hereof, after Restricted Shares and Retained Distributions vest, the Company will issue and deliver to the Participant new Share certificates or other evidence of ownership of the vested securities, registered in the name of the Participant or, if deceased, his or her legatees, personal representatives or distributees without the legend set forth in paragraph 3 of this Agreement.
Vesting and Delivery of Vested Securities. Subject to the terms and provisions of the Plan and this Agreement, on each Vesting Date with respect to the Award, all of the Restricted Shares and the Retained Distributions, if any, covered by that portion of the Award shall become unconditionally vested and the Lapsing Repurchase Right (as defined in paragraph 6 below) with respect thereto shall terminate. Except as otherwise provided in paragraphs 6 and 7, the vesting of such Restricted Shares and any Retained Distributions relating thereto and the lapsing of the Lapsing Repurchase Right shall occur only if the Holder is an employee of the Company or any of its Affiliates on the Vesting Date and has continuously been so employed since the Date of Award. Subject to paragraph 9 hereof, when any Restricted Shares and any Retained Distributions vest, the Company will promptly issue and deliver to the Holder new Common Stock certificates or other evidence of ownership of the vested securities, registered in the name of the Holder or, if deceased, his or her legatees, personal representatives or distributees without the legend set forth in paragraph 2 of this Agreement.
Vesting and Delivery of Vested Securities. Subject to the terms and provisions of the Plan and this Agreement, on each Vesting Date with respect to the Award, all of the Restricted Shares and the Retained Distributions, if any, covered by that portion of the Award shall become unconditionally vested. Except as otherwise provided in paragraphs 6 and 7, the vesting of such Restricted Shares and any Retained Distributions relating thereto shall occur only if the Holder is an employee of the Company or any of its Subsidiaries on the Vesting Date and has continuously been so employed since the Date of Award. Subject to paragraph 9 hereof, when any Restricted Shares and any Retained Distributions vest, the Company will promptly issue and deliver to the Holder new Common Stock certificates or other evidence of ownership of the vested securities, registered in the name of the Holder or, if deceased, his or her legatees, personal representatives or distributees without the legend set forth in paragraph 2 of this Agreement.
