Vesting and Payment of RSUs. Not later than 90 days after January 1 of each calendar year beginning during the Term, the Committee shall provide that each annual RSU grant shall become earned and vested in three equal annual installments subject to the service and performance conditions set forth below. Each annual RSU grant shall be evidenced by an award agreement that sets forth the vesting terms approved by the Committee and provides that each annual RSU grant shall be paid out as described herein:
Vesting and Payment of RSUs. Provided your employment or engagement with the Company Group has not previously terminated, payment in respect of vested Cash-Settled Restricted Stock Units shall be made as soon as practicable, but no later than 60 days following, each Vesting Date on which the Forfeiture Restrictions applicable to such Cash-Settled Restricted Stock Units lapse as specified in the Cash-Settled Restricted Stock Unit Award Agreement (the “Agreement”) to which these Terms and Conditions are attached. As provided in the Agreement, payment in settlement of vested Cash-Settled Restricted Stock Units (including any Cash-Settled Restricted Stock Units that become vested in accordance with the remaining provisions of this Section 2) shall be made in the form of cash in an amount equal to the Fair Market Value of one share of the Common Stock on the applicable vesting date, subject to compliance with the requirements of Sections 3 and 4 of these Terms and Conditions, as applicable, and satisfaction of applicable withholding and other taxes as provided in Section 5. Notwithstanding anything to the contrary in the foregoing, the following provisions will apply in the event your Separation from Service with the Company Group, or a Change of Control of the Company, occurs, in each case, prior to the Fourth Vesting Date specified in the Agreement:
Vesting and Payment of RSUs. (a) Until vested, the RSUs shall be subject to forfeiture in the event of Executive’s termination of employment with the Company and all of its subsidiaries (“Termination of Service”). Notwithstanding the foregoing, the RSUs will vest and no longer be subject to forfeiture under this Agreement as follows:
Vesting and Payment of RSUs. If the Grantee remains in the continuous employment of the Company from the Date of Grant to through the third anniversary of the Grant Date (the “Vesting Date”) the RSUs awarded under this Agreement will become fully vested. Within 30 days following the Vesting Date, the Grantee shall receive in a single lump sum payment shares of Company Stock equal to the number of RSUs that have become vested pursuant to this Agreement. Upon distribution of the shares of Company Stock in respect of the RSUs, the Company shall issue (or make available via electronic means) to the Grantee or the Grantee’s personal representative a stock certificate representing such shares of Company Stock, free of any restrictions. Notwithstanding the foregoing, if prior to the Vesting Date, the Grantee dies or has a Separation from Service as a result of Disability or Retirement, all RSUs shall become fully vested and the Grantee shall receive in a single lump sum payment shares of Company Stock equal to the number of RSUs that have become vested pursuant to this Agreement within 30 days following the Grantee’s death or Separation from Service as a result of Disability or Retirement (as applicable). If prior to the Final Vesting Date, the Grantee has a Separation from Service for any reason other than as a result of the Grantee’s death or the Grantee’s Separation from Service due to Disability or Retirement, as described in the paragraph above, then the Grantee shall forfeit any unvested RSUs and shall not be entitled to receive any shares of Company Stock under this Agreement with respect to such forfeited RSUs.
Vesting and Payment of RSUs. Not later than 90 days after January 1 of each calendar year beginning during the Term, the Committee shall provide that each annual RSU grant shall become earned and vested in three equal annual installments subject to the service and performance conditions set forth below. Each annual RSU grant shall be evidenced by an award agreement that sets forth the vesting terms approved by the Committee and provides that each annual RSU grant shall be paid out as described herein: (A) One-third of the RSUs subject to the award shall become earned and vested on the date the Committee determines that the Company’s Return on Equity (as defined for purposes of the Equity Plan) for the calendar year in which the RSU award is granted equals or exceeds 12%, provided that Executive remains employed by the Company through December 31 of such year of grant. Another one-third of the RSUs subject to the award shall become earned and vested on the date that the Committee determines that the Company’s Return on Equity for the first calendar year following the year of grant of the award equals or exceeds 12%, provided that Executive remains employed by the Company through December 31 of the first year following the year of grant. The final one-third of the RSUs subject to the award shall become earned and vested on the date that the Committee determines that the Company’s Return on Equity for the second calendar year following the year of grant of the award equals or exceeds 12%, provided that Executive remains employed by the Company through December 31 of the second year following the year of grant. Upon the determination by the Committee that the Company’s Return on Equity for any calendar year during the three-year vesting period failed to equal at least 12% (and the vesting of the RSU award has not previously been accelerated pursuant to the provision of Section 3(d)(ii)(B) below), then the one-third of the RSUs originally subject to the award that would have otherwise vested shall immediately terminate and be forfeited. In the event that an acquisition, reorganization, merger, consolidation, share repurchase or other similar transaction occurs during any calendar year in the Term, or in the event any other material non-recurring or unanticipated event occurs during any calendar year in the Term, the Committee, after consultation with Executive, shall adjust the 12% Return on Equity vesting target described above for such year and future years, if applicable, to preserve (b...
