Vesting and Payment of Award. The Award Shares shall vest and be credited effective as of the last day of the Performance Period, if at all, when the Committee determines, in its sole discretion, whether and to what extent the Performance Goals set forth in Exhibit A have been attained. The crediting of the Award Shares is contingent on the attainment of the Performance Goals as set forth on Exhibit A. Upon such determination by the Committee and subject to the provisions of the Plan and this Award Agreement, the Participant shall be entitled to crediting of that portion of the Performance Stock Units as corresponds to the Performance Goals attained (as determined by the Committee in its sole discretion) as set forth on Exhibit A. No Award Shares shall be credited to the Participant’s Deferral Account unless the Committee determines, in its sole discretion, whether and to what extent the Performance Goals set forth in Exhibit A have been attained and the number of Award Shares earned pursuant to the Award have been determined. Any shares of Common Stock in respect of Award Shares credited to the Participant’s Deferral Account shall be delivered to the Participant at the time or times provided in the Deferral Election and the Deferred Compensation Plan (or any re-deferral election made in accordance with Section 409A and the terms of the Deferred Compensation Plan). [In connection with the delivery of Award Shares to the Participant, the Participant and the Company agree that delivery of such Award Shares shall be net of a number of such shares which shall be forfeited by the Participant in order to satisfy the applicable tax withholding obligation relating to such delivery to the Participant.]
Vesting and Payment of Award. Earned Awards vest in full on the Vesting Date of Award, provided you are then in employment. Earned Awards that have vested in accordance with the terms of this Agreement shall be payable as a lump sum cash payment to you within 60 days after the Vesting Date of Award.
Vesting and Payment of Award. The Target Amount of the Award (or a portion thereof) shall vest and become payable in accordance with the following provisions of this Section 2:
(a) Fifty percent (50%) of the Target Amount shall be credited to the Participant if the closing price (in regular trading) of a share of the Common Stock on the principal exchange on which the Common Stock is then listed or admitted to trade (the “Closing Price”) exceeds the “First Stock Price Target” level established for purposes of the Award by the Plan Administrator for any period of fifteen (15) consecutive trading days beginning after the Award Date and ending on or before the first to occur of December 31, 2016 or a Change in Control.
(b) An additional fifty percent (50%) of the Target Amount shall be credited to the Participant if the Closing Price exceeds the “Second Stock Price Target” level established for purposes of the Award by the Plan Administrator for any period of fifteen (15) consecutive trading days beginning after the Award Date and ending on or before the first to occur of December 31, 2016 or a Change in Control (which trading days may coincide with all or any portion of the trading days used to satisfy the First Stock Price Target).
(c) The First Stock Price Target and the Second Stock Price Target (each, a “Stock Price Target”) shall be communicated to the Participant on or promptly following the Award Date.
(d) Any portion of the Target Amount that is credited based on achievement of a Stock Price Target shall vest and be payable in four (4) installments, with twenty-five percent (25%) of such credited amount to be paid promptly after (and in all events within two and one-half months after) the date on which such Stock Price Target is achieved, and an additional twenty-five percent (25%) to be paid on each of the first three (3) anniversaries of the date on which the applicable Stock Price Target is achieved, subject (except as expressly provided below) to the Participant’s continued employment with the Corporation through the applicable vesting date, and provided that such credited amount (other than the 25% portion that becomes payable upon attainment of the corresponding Stock Price Target) shall accrue interest from and after the date that the corresponding Stock Price Target is attained through the date such amount is actually paid (such interest to be credited on the same terms as deferred payment amounts under the Corporation’s Long-Term Incentive Plan and to be subject to the s...
Vesting and Payment of Award. Notwithstanding any accelerated vesting provisions contained in any other agreement between the Company and the Participant, including without limitation that certain Employment Agreement dated [_____] between the Company and the Participant, which accelerated vesting provisions are hereby expressly superseded and replaced with respect to this Award, the following provisions, as applicable, shall govern the vesting and payment of the Award.
Vesting and Payment of Award. The payment of the Award shall be contingent upon the achievement of the pre-established performance goals established by the Committee pursuant to paragraph (a). After the end of the last fiscal year of the Performance Period, the Committee shall certify in writing the achievement of the performance goals and determine the percentage of the Award to be paid. The percentage of the Award calculated will be based on the performance factor approved by the Committee and will range from 0% to 200% of the Target Amount (the “Calculated Award”). Except as otherwise provided in paragraph (f) below, (i) the Calculated Award will vest only if Grantee remains continuously employed by the Company through the Payment Date, (ii) the portion of the Award, if any, that is not vested immediately following termination of Grantee’s employment shall be immediately forfeited, and (iii) distribution under the Performance Units will be made on the Payment Date which will be February 28, 2020.
Vesting and Payment of Award. The Performance Units are subject to a vesting requirement (in addition to the performance requirement described in Appendix I). The Performance Units earned as described in Appendix I shall become vested on the distribution date of the Award following the end of the Performance Period (the “Vesting Date”), provided that your Employment continue at all times from the Date of Grant up to and including the Vesting Date. The Vesting Date will be no earlier than January 1st and no later than June 30th, each of the calendar year immediately following the end of the Performance Period. The foregoing notwithstanding, if you have a Qualifying Termination (as defined below) before the Vesting Date, you may vest in all or portion of this Award as described in Section 4. On the Vesting Date you will be paid Units equal to the number of earned Performance Units (and your Performance Units will be cancelled on the Vesting Date), which will be transferred to a third-party non-retirement brokerage account established for you at Fidelity (your “Brokerage Account”). In addition, at the time of such payment in respect of the earned Performance Units, you will also be paid a cash distribution equivalent payment in an amount equal to the product of: (i) the number of Units paid to you; and (ii) the aggregate amount of DERs for the DER Period, without interest.
Vesting and Payment of Award. Notwithstanding any accelerated vesting provisions contained in any other agreement between the Company and the Participant [(other than that certain 2017 Outperformance Award Agreement dated [_____] between the Company and the Participant, that certain 2016 Outperformance Award Agreement dated [_____] between the Company and the Participant and/or any Restricted Stock Unit Award Agreement(s) evidencing Restricted Stock Units granted pursuant to any Company Outperformance Program)], including without limitation that certain Employment Agreement dated [_____] between the Company and the Participant, which accelerated vesting provisions are hereby expressly superseded and replaced with respect to this Award, the following provisions, as applicable, shall govern the vesting and payment of the Award.
Vesting and Payment of Award. (a) Except as otherwise provided in Section 3(b) or Section 4, the Phantom Units shall become vested on the third anniversary of the Date of Grant or such earlier date as may be determined by the Committee, provided that your Employment continues at all times from the Date of Grant up to and including the Vesting Date. The foregoing notwithstanding, if you have a Qualifying Termination (as defined below), you may vest in all or portion of this Award as described in Section 4(b).
(b) If you are Retirement Eligible on the Date of Grant, or if you will become Retirement Eligible prior to the third anniversary of the Date of Grant, txxx xn each of the first, second and third anniversary of the Date of Grant, 1/3 of the Phantom Units subject to this Agreement shall vest, provided that your Employment continues at all times from the Date of Grant up to and including each Vesting Date. The foregoing notwithstanding, if you have a Qualifying Termination (as defined below), you may vest in all or portion of this Award as described in Section 4(b).
(c) On each Vesting Date you will be entitled to Units equal to the number of vested Phantom Units (and your vested Phantom Units will be cancelled on the Vesting Date), which will be transferred to a third-party non-retirement brokerage account established for you with the Plan Administrator (your “Brokerage Account”) as soon as administratively practicable following the Vesting Date, but in no event later than 30 days after each Vesting Date (subject to withholding as referenced in Section 10).
(d) Each Phantom Unit granted hereunder is granted in tandem with a corresponding DER, which DER shall remain outstanding from the Date of Grant until the Phantom Unit to which it corresponds is no longer outstanding (whether due to settlement or forfeiture). Each DER shall entitle you to receive payments, subject to and in accordance with this Agreement, in an amount equal to any distributions made by the Partnership in respect of the Unit underlying the Phantom Unit to which such DER relates, payable as and when such distributions are paid generally to the Partnership’s unitholders (and without regard to the vested status of the Phantom Unit). Upon the forfeiture or settlement of a Phantom Unit, the DER with respect to such forfeited or settled Phantom Unit shall be forfeited.
Vesting and Payment of Award. The Target Amount of the Award (or a portion thereof) shall vest and become payable in accordance with the following provisions of this Section 2:
(a) Fifty percent (50%) of the Target Amount shall be credited to the Participant if the closing price (in regular trading) of a share of the Common Stock on the principal exchange on which the Common Stock is then listed or admitted to trade (the “Closing Price”) exceeds the “First Stock Price Target” level established for purposes of the Award by the Plan Administrator for any period of fifteen (15) consecutive trading days beginning after the Award Date and ending on or before the first to occur of December 31, 2016 or a Change in Control.
(b) An additional fifty percent (50%) of the Target Amount shall be credited to the Participant if the Closing Price exceeds the “Second Stock Price Target” level established for purposes of the Award by the Plan Administrator for any period of fifteen (15) consecutive trading days beginning after the Award Date and ending on or before the first to occur of December 31, 2016 or a Change in Control (which trading days may coincide with all or any portion of the trading days used to satisfy the First Stock Price Target).
Vesting and Payment of Award. Subject to Sections 2(b) and 2(c) below and the other terms and conditions of this Agreement, the Restricted Shares shall vest and be paid on the dates set forth on Exhibit A, provided the performance goal set forth on Exhibit A has been achieved and the Employee has not incurred a Termination of Service as of the date the goal is achieved. On the date the Restricted Shares vest, the Employee shall be paid one share of Common Stock for each Restricted Share that vests.
