Vesting and Payment. (a) Except as otherwise provided in Section 6(c) and (d) of this Agreement, upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit. (b) The Deferred Stock Units that are granted hereby shall be subject to the Forfeiture Restrictions. Except as otherwise provided in Section 6(c) and (d) of this Agreement, the Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in this Section 6. (c) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth in Section 6(b) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i) on the date of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit. (d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit. (e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than the death or permanent disability of the Executive, the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.
Appears in 2 contracts
Samples: Deferred Stock Unit Award Agreement (Mens Wearhouse Inc), Deferred Stock Unit Award Agreement (Mens Wearhouse Inc)
Vesting and Payment. (a) 2.1 Except as otherwise provided in Section 6(c) and (d) of this Agreement, upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(b) The Deferred Stock Units that are granted hereby shall be subject to the Forfeiture Restrictions. Except as otherwise provided in Section 6(c) and (d) of this Agreement2.3, the Forfeiture Restrictions Award shall lapse as to vest in its entirety on the Deferred Stock Units date that are awarded hereby in accordance with is the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in this Section 6.
(c) Notwithstanding any other provision earlier of this Agreement to the contrary, if, during the term of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth in Section 6(b) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i) on one year following the date of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409AGrant Date, or (ii) on the lapse date specified annual meeting of stockholders held in Section 6(b) applicable the year following the year in which the Grant Date occurred in the event the Grantee is not re-elected to such Deferred Stock Unit, if the Change in Control serve as a director of the Company does not so qualifyat such annual meeting.
2.2 Unless otherwise elected by the Grantee pursuant to an election form provided by the Company (the “Election Form”), the Grantee shall be entitled to payment, at the time of Grantee’s termination of (or removal from) service as a Director, in respect of all RSUs covered by the Award that are then vested. Subject to the provisions of the Plan, any payment of RSUs pursuant to this Agreement shall be made through the issuance to the Grantee (or to the executors or administrators of Grantee’s estate, after the Company’s receipt of notification of Grantee’s death, as the case may be) of a stock certificate for a number of Shares equal to the number of such vested RSUs. Settlement of the RSUs shall be made within 90 days (with the date of payment selected by the Company in its sole discretion) of the Grantee’s termination of service as a Director or such other payment date selected by the Grantee pursuant to a properly executed Election Form.
2.3 Except as otherwise determined by the Board at or after the grant of the Award hereunder, Grantee shall forfeit all RSUs granted hereunder, and thereafter all rights of the Executive shall have no further rights Grantee to the Shares payable with respect to such Deferred Stock Unit.
(d) Notwithstanding any other provision of this Agreement to RSUs shall terminate, without further obligation on the contrary, if, during the term part of the Change Company, unless the Grantee remains in Control Agreementcontinuous service with the Company for the entire period beginning on the Grant Date and ending on the vest date applicable to such RSUs as provided in Section 2.1. “Continuous service” will be deemed to end on the date on which notice of termination or removal from the Board of Directors is received by the Grantee (or such later date as specified in such notice by the Company) or notice of resignation is given by the Grantee. Notwithstanding the foregoing, this Award shall automatically vest as to all RSUs awarded hereunder (as to which such RSUs have not previously vested) upon (i) the Company and all subsidiaries occurrence of a change in ownership or effective control (as such term is defined under Section 1.409A-3(i)(5) or the Treasury Regulations) of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than the death or permanent disability of the Executive, the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of the Executive’s employment due to Grantee's service as a Director which results from Grantee's (A) death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.B)
Appears in 2 contracts
Samples: Restricted Share Unit Agreement (Luminex Corp), Restricted Share Unit Agreement (Luminex Corp)
Vesting and Payment. (a) Except as otherwise provided in Section 6(c) and (d) of this Agreement, upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(b) The Deferred Stock Units that are granted hereby shall be subject to the Forfeiture Restrictions. Except as otherwise provided in Section 6(c) and (d) of this Agreement, the Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in this Section 6. Except as otherwise provided in Section 6(c) and (d) of this Agreement, the Forfeiture Restrictions shall lapse on April 13, 2015 as to 100% of the Deferred Stock Units that are awarded hereby if EBIT for the Company’s fiscal year ended January 31, 2015 shall be equal to or greater than % of EBIT for the Company’s fiscal year ended February 1, 2014, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date. If the EBIT target described in the previous sentence is not met, the Deferred Stock Units covered hereby shall lapse and be forfeited as of the close of business on April 13, 2015.
(c) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth in Section 6(b) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i) on the date of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than the death or permanent disability of the Executive, the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.
Appears in 2 contracts
Samples: Deferred Stock Unit Award Agreement (Mens Wearhouse Inc), Deferred Stock Unit Award Agreement (Mens Wearhouse Inc)
Vesting and Payment. (a) Except as otherwise provided in Section 6(c) and (d) of this Agreement, upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(b) The Deferred Stock Units that are granted hereby shall be subject to the Forfeiture Restrictions. The Executive shall have no vested interest in the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in this Section 6. Except as otherwise provided in Section 6(c) and (d) of this Agreement, the Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are awarded hereby in accordance with the following scheduleprovisions of subsections (i) through (iv) of this Section 6(b), provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: :
(i) The Executive shall have no vested interest in first one-third ( ) of the Deferred Stock Units credited (the “First Tranche”) will vest if EBIT for the fiscal year ended , 20 is equal to his or her bookkeeping ledger account except greater than % of Consolidated Sales for such fiscal year, in which case the First Tranche will vest April 13, 20 (the “ Performance Period”) and will be paid as provided in Section 6(a) above. If Executive remains actively employed by the Company throughout the period from the Grant Date through April 13, 20 and EBIT for the fiscal year ended , 20 does not equal or exceed %, the First Tranche will not vest and will rollover and be eligible for vesting in a subsequent performance period as provided subsections (ii) and (iii) of this Section 6(b) and the special rule provided in subsection (iv) of this Section 6(b) will apply to the Performance Period (as that term is defined in subsection (ii) of this Section 6(b)).
(ii) The second one-third ( ) of the Deferred Stock Units (the “Second Tranche”) will vest if EBIT for the fiscal year ended , 20 is equal to or greater than % of Consolidated Sales for such fiscal year, and the First Tranche (if the First Tranche did not vest in the Performance Period) will vest if the conditions set forth in subsection (iv) of this Section 6(b) are met during the fiscal year ended , 20 , in which case the Second Tranche, and the First Tranche (if applicable), will vest on April 13, (the “ Performance Period”) and will be paid as provided in Section 6(a) above. If Executive remains actively employed by the Company throughout the period from April 13, 20 through April 13, 20 and EBIT for the fiscal year ended , 20 does not equal or exceed %, or if the conditions set forth in subsection (iv) of this Section 6(b) are not met with respect the First Tranche so that the First Tranche does not vest, the Second Tranche, and the First Tranche (if applicable), will not vest and will rollover and be eligible for vesting in a subsequent performance period as provided in subsection (iii) of this Section 6(b) and the special rule provided in subsection (iv) of this Section 6(b) will apply to the Performance Period (as that term is defined in subsection (iii) of this Section 6(b)).
(iii) The last one-third ( ) of the Deferred Stock Units (the “Third Tranche”), will vest if EBIT for the fiscal year ended , 20 is equal to or greater than % of Consolidated Sales for such fiscal year, and the First Tranche and/or the Second Tranche (if the First Tranche and/or the Second Tranche did not vest in a prior performance period as provided above) will vest if the conditions set forth in subsection (iv) of this Section 6(b) are met during the fiscal year ended , 20 , in which case the Third Tranche and the First Tranche and/or the Second Tranche (if applicable) will vest on April 13, 20 (the “ Performance Period”) and will be paid as provided in Section 6(a) above.
(iv) If any or all of the First Tranche and/or the Second Tranche do not vest in a prior performance period as provided in subsections (i) and (ii) of this Section 6(b) as a result of missing the EBIT target for such performance period, then, if in a subsequent performance period the Company achieves EBIT dollars in excess of those necessary to achieve the EBIT percentage target for the Performance Period or the Performance Period, as the case may be, in an amount that, when added to the EBIT for the performance period with the shortfall, would be sufficient to increase the EBIT percentage for that shortfall year to the EBIT percentage target for that year, the First Tranche or the Second Tranche (as applicable) will vest at the end of the applicable subsequent performance period. By way of illustration, if EBIT for the fiscal year ended , 20 were % instead of % of Consolidated Sales for such fiscal year, and the related EBIT dollar shortfall was $ , then if the EBIT target for the fiscal year ended , 20 were achieved, and the actual EBIT dollars exceeded those necessary to achieve the % of Consolidated Sales target in the Performance Period by $ or more, then the First Tranche would vest with the Second Tranche. Further, if only a portion of the shortfall from the Performance Period is made up during the Performance Period, then the remainder of the shortfall could be made up in the Performance Period and the First Tranche could then vest with the Third Tranche. If the EBIT targets described in subsections (i) through (iii) are not met, or if the conditions set forth in this Section 6subsection (iv) are not met with respect to any subsequent performance period, the Deferred Stock Units covered by each of the First Tranche, the Second Tranche or the Third Tranche that have not previously vested in accordance with the schedule set forth subsections (i) through (iii) above shall lapse and be forfeited as of the close of business on April 13, 20 .
(c) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth in Section 6(b) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i) on the date of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than the death or permanent disability of the Executive, the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.
Appears in 2 contracts
Samples: Deferred Stock Unit Award Agreement (Mens Wearhouse Inc), Deferred Stock Unit Award Agreement (Mens Wearhouse Inc)
Vesting and Payment. (a) 2.1 Except as otherwise provided in Section 6(c) and (d) of this Agreement, upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a2.3, the Award shall vest on _____, 20____ with respect to % of the RSUs, and shall vest with respect to an additional % of the RSUs on each of the succeeding one-year anniversaries of such date.
2.2 The Grantee shall be entitled to payment in respect of each RSU covered by the Award upon the vesting of such RSU. Subject to the provisions of the Plan, such payment shall be made through the issuance to the Grantee, as promptly as practicable following the applicable vesting date (or to the executors or administrators of Grantee’s estate, as promptly as practicable after the Company’s receipt of notification of Grantee’s death, as the case may be), of a stock certificate for a number of Shares equal to the number of such vested RSUs, less any Shares withheld to satisfy withholding obligations in accordance with Section 5 below.
2.3 Except as otherwise determined by the Committee at or after the grant of the Award hereunder, Grantee shall forfeit all unpaid RSUs granted hereunder, and thereafter all rights of the Executive shall have no further rights Grantee to the Shares payable with respect to such Deferred Stock Unit.
RSUs shall terminate, without further obligation on the part of the Company, unless the Grantee remains in the continuous employment (bor other service-providing capacity) The Deferred Stock Units that are granted hereby shall be subject of the Company or its Subsidiaries for the entire period beginning on the Grant Date and ending on the vest date applicable to the Forfeiture Restrictions. Except such RSUs as otherwise provided in Section 6(c2.1. “Continuous employment” will be deemed to end on the date on which notice of termination is received by the Grantee (or such later date as specified in such notice by the Company) and (d) or notice of this Agreementresignation is given by the Grantee. Notwithstanding the foregoing, the Forfeiture Restrictions Award shall lapse automatically vest as to the Deferred Stock Units that are all RSUs awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in this Section 6.
hereunder (c) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth in Section 6(b) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby which such RSUs have not previously vested) upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i) on the date of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than the death or permanent disability of the Executive, the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of the ExecutiveGrantee’s employment due to from the Company, a Subsidiary or Affiliate which results from Grantee’s death or permanent disability. For purposes of this Section 6, Disability (to be determined in the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees sole discretion of the CompanyCommittee).
Appears in 1 contract
Vesting and Payment. (a) Except as otherwise provided in Section 6(c) and (d) of this Agreement, upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(b) The Deferred Stock Units that are granted hereby shall be subject to the Forfeiture Restrictions. Except as otherwise provided in Section 6(c) and (d) of this Agreement, the Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: Lapse Date Number of Deferred Stock Units as to Which Forfeiture Restrictions Lapse The Executive shall have no vested interest in the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in this Section 6.
(c) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth in Section 6(b) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i) on the date of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than the death or permanent disability of the Executive, the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.
Appears in 1 contract
Samples: Deferred Stock Unit Award Agreement (Mens Wearhouse Inc)
Vesting and Payment. (a) Except as provided in Section 2(c) of this Agreement, 25% of the Award of Stock Units shall vest on a date that is thirteen months after the Grant Date (“Initial Vesting Date”) and an additional 25% of such Award of Stock Units shall vest on each succeeding anniversary of the Grant Date, provided that the Participant is continuously employed by the Company or any of its Affiliates (including any period during which the Participant is on leave of absence or any other break in employment in accordance with the Company’s policies and procedures) on each applicable vesting date.
(b) Except as provided in Section 2(c) and Section 2A.4 of this Agreement, a share of Common Stock shall be distributed with respect to each vested Stock Unit as soon as practicable following the applicable vesting date.
(c) Upon a Termination of Employment or Termination of Consultancy (as applicable) by the Participant for Good Reason, by the Company without Cause or as a result of the Participant’s death, Disability or Retirement, all outstanding unvested Stock Units shall immediately vest and a share of Common Stock with respect to each Stock Unit shall be distributed as soon as practicable following such termination; provided, however, that, if a Participant makes a deferral election with respect to such Award, the foregoing accelerated vesting and payment provisions shall not apply to the Award if the Participant’s Termination of Employment or Termination of Consultancy (as applicable) under the circumstances described herein occurs on or before the Initial Vesting Date; provided, further, however, that, the foregoing accelerated vesting and payment provisions shall apply to any unvested Stock Units covered by such Award if the Participant’s Termination of Employment or Termination of Consultancy (as applicable) under the circumstances described herein occurs after the Initial Vesting Date. Notwithstanding the foregoing, to the extent required by Section 409A of the Code and the Treasury Regulations upon a Termination of Employment or Termination of Consultancy (other than as a result of death or Disability) of a Key Employee, distributions shall be delayed until six months after Termination of Employment or Termination of Consultancy if such termination constitutes a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Treasury Regulations.
(d) Except as otherwise provided in Section 6(c) and (d2(c) of this Agreement, upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(b) The Deferred Stock Units that are granted hereby not vested as of the date of the Participant’s Termination of Employment or Termination of Consultancy for any reason shall terminate and be subject to forfeited in their entirety as of the Forfeiture Restrictionsdate of such termination. Except as otherwise provided in Section 6(c) and (d) of this Agreement, the Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in this Section 6.
(c) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth in Section 6(b) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i) on the date of the Change in Control if the Change in Control qualifies Participant’s Termination of Employment or Termination of Consultancy, as a change in the ownership or effective control of a corporationapplicable, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding any other provision of this Agreement be distributed to the contrary, if, during the term Participant as of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unittermination.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than the death or permanent disability of the Executive, the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.
Appears in 1 contract
Vesting and Payment. The Restricted Stock Units shall vest and shares of Common Stock shall be issued to the Outside Director in settlement thereof as follows:
(a) Except as otherwise provided in Section 6(c) and (d2(c) of this Agreement, upon the lapse 100% of the Forfeiture Restrictions applicable to a Deferred Restricted Stock Unit Units granted by this Agreement shall vest on September __, 20__, the expiration of the twelve (12) month period beginning on the Grant Date, provided that is awarded hereby the Outside Director shall have continuously served as an Outside Director of the Company shall issue to from the Executive one share Grant Date through the date of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unitvesting.
(b) The Deferred One share of Common Stock Units that are granted hereby shall be subject issued to the Forfeiture RestrictionsOutside Director with respect to each vested Restricted Stock Unit on the vesting date of the Restricted Stock Units. Except as otherwise provided in Section 6(c) and (d) of this Agreement, The certificate or certificates for the Forfeiture Restrictions shall lapse as Common Stock issued to the Deferred Stock Units that are awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive Outside Director shall have no vested interest be registered in the Deferred Stock Units credited to his or her bookkeeping ledger account except name of the Outside Director and may bear a legend as set forth in this Section 6required under the Plan and/or under applicable law.
(c) Notwithstanding any other provision of this Agreement In the event that an Outside Director shall cease to the contrary, if, during the term serve as an Outside Director prior to expiration of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth in Section 6(btwelve (12) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i) month period beginning on the date of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date Grant Date for any reason other than the death or permanent disability disability, all of the Executive, the Forfeiture Restrictions then applicable to the Deferred Restricted Stock Units shall not lapse and be forfeited immediately upon such cessation of services. In the number of Deferred Stock Units then subject event that an Outside Director shall cease to serve on the Forfeiture Restrictions Board but shall have been designated as a Director Emeritus, such Outside Director shall be forfeited deemed to have ceased to serve as an Outside Director for purposes of determining the Company vesting and payment of the Restricted Stock Units. In the event that an Outside Director shall cease to serve as an Outside Director prior to expiration of the twelve (12) month period beginning on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity Grant Date by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period (as determined by the Board on the basis of not less than 12 monthsall the facts and circumstances) disability, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees all of the CompanyRestricted Stock Units shall become immediately vested upon such cessation of services and shares of Common Stock in respect of the Restricted Stock Units shall be issued to the Outside Director as provided in Section 2(b) of this Agreement.
Appears in 1 contract
Vesting and Payment. (a) The Grantee's rights to any RSU granted under this Agreement shall become fully vested and nonforfeitable at the rate of thirty-three and one-third percent (33 1/3%) per year during which Grantee serves as an employee of the Company or its Affiliates except as described below. February 15 shall be the anniversary date for purposes of this Agreement so that the first 33 1/3% of RSUs shall vest on February 15, 20__. Except as otherwise provided in Section 6(c) and (d) of this Agreement, upon if the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that Grantee's employment is awarded hereby the Company shall issue terminated for any reason prior to the Executive one share of date on which the Common Stock in exchange for RSUs become vested and nonforfeitable, the Grantee shall automatically and immediately forfeit any such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unitunvested RSUs.
(b) The Deferred Stock Units that are granted hereby shall be subject to Notwithstanding the Forfeiture Restrictions. Except foregoing, if the Grantee either dies or becomes totally and permanently disabled (within the meaning of Section 409A of the Internal Revenue Code of 1986, as otherwise provided in Section 6(camended) and (d) of this Agreementwhile employed by the Company or any Affiliate, the Forfeiture Restrictions Grantee's rights hereunder shall lapse as to automatically become fully vested on the Deferred Stock Units that are awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Units credited to his date he or her bookkeeping ledger account except as set forth in this Section 6she dies or becomes permanently disabled.
(c) Notwithstanding any other provision of this Agreement Subject to Section 2(d), if and to the contraryextent earned, ifone Share shall be paid in satisfaction of each vested RSU as soon as practicable following vesting, during but in no event later than 2 1/2 months following the term end of the Change calendar year in Control Agreement, a Change in Control occurs on or before the latest date set forth in Section 6(b) which vesting has occurred and the Executive continues RSU is no longer subject to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i) on the date of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion risk of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unitforfeiture.
(d) Notwithstanding If permitted by the Company, Grantee may elect, in accordance with written plans or procedures adopted by the Company from time to time, to defer the distribution of all or any other provision of this Agreement to the contrary, if, during the term portion of the Change in Control AgreementShares that would otherwise be distributed to Grantee hereunder pursuant to Section 2 ("Deferred Shares"), (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth result from dividend payments thereon as provided in Section 6(b) prior 3. Any Deferred Shares shall be credited to a Change bookkeeping account established on Grantee's behalf under the Company's written plans and/or procedures then in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights effect with respect to such Deferred Stock UnitShares.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than the death or permanent disability of the Executive, the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Carey W P & Co LLC)
Vesting and Payment. The Restricted Stock Units shall vest and shares of Common Stock shall be issued to the Outside Director in settlement thereof as follows:
(a) Except as otherwise provided in Section 6(c) and (d2(c) of this Agreement, upon the lapse 100% of the Forfeiture Restrictions applicable to a Deferred Restricted Stock Unit Units granted by this Agreement shall vest on the earlier of (i) September __, 20__, the expiration of the twelve (12)-month period beginning on the Grant Date, and (ii) the date of the Annual Meeting of Stockholders next following the Grant Date, provided that is awarded hereby the Outside Director shall have continuously served as an Outside Director of the Company shall issue to from the Executive one share Grant Date through the date of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unitvesting.
(b) The Deferred Except to the extent that an Outside Director has deferred his or her receipt of Restricted Stock Units that are granted hereby pursuant to Section 6 of the Plan ("Deferred Units"), one share of Common Stock shall be subject issued to the Forfeiture RestrictionsOutside Director with respect to each vested Restricted Stock Unit within thirty (30) days of the vesting date of the Restricted Stock Units.
(c) In the event that the Outside Director shall cease to serve as a member of the Board of Directors of the Company (the "Board") prior to expiration of the twelve (12) month period beginning on the Grant Date for any reason other than death or disability, all of the Restricted Stock Units shall be forfeited immediately upon such cessation of services. Except In the event that the Outside Director shall cease to serve on the Board but shall have been designated as otherwise a Director Emeritus, the Outside Director shall be deemed to continue in service as a member of the Board until termination of his or her Director Emeritus status for purposes of determining the vesting of the Restricted Stock Units. In the event that the Outside Director shall cease to serve as a member of the Board prior to the earlier of (i) the expiration of the twelve (12)-month period beginning on the Grant Date, and (ii) the date of the Annual Meeting of Stockholders next following the Grant Date by reason of death or (as determined by the Board on the basis of all the facts and circumstances) disability, all of the Restricted Stock Units shall become immediately vested upon such cessation of services and shares of Common Stock in respect of the Restricted Stock Units shall be issued to the Outside Director as provided in Section 6(c) and (d2(b) of this Agreement, the Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are awarded hereby in accordance with the following scheduleor, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in this Section 6.
(c) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth in Section 6(b) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i) on the date of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock UnitUnits, as provided in Section 2(d) of this Agreement.
(d) Notwithstanding any other provision Common Stock in respect of this Agreement all vested Deferred Units shall be issued to the contraryan Outside Director (or his or her estate or administrator, if, during the term of the Change in Control Agreement, as applicable) within thirty (i30) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on days following the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share such Outside Director's cessation of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not service as a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unitdirector.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than the death or permanent disability of the Executive, the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.
Appears in 1 contract
Vesting and Payment. (a) Except The Performance Units that are granted hereby shall be subject to the Forfeiture Restrictions. The Executive shall have no vested interest in the Performance Units credited to his or her bookkeeping ledger account except as otherwise provided set forth in this Section 6(c) and (d) of this Agreement, upon 6. Upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Performance Unit that is awarded hereby or such later date provided in Section 6(d) or (f), the Company shall issue to the Executive one share that number of the shares of Common Stock calculated pursuant to Section 6(b) through (i) below, as applicable, in exchange for such Deferred Stock Performance Unit and pay the Dividend Equivalents Equivalents, with respect to that number of shares of Common Stock issued, as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Performance Unit.
(bi) The Deferred Stock Units that are granted hereby shall be subject to the Forfeiture Restrictions. Except as otherwise provided in Section 6(c) and (d) of this Agreement, the Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are awarded hereby in accordance with the following schedule, provided that If the Executive’s employment with the Company and its subsidiaries has not terminated prior to [ · ], 20[ · ], then on such date the applicable lapse date“Adjusted Number of Target Shares” shall be calculated as follows: The Executive (A) if Adjusted EPS is less than $[ · ], the Target Shares shall have no vested interest in be multiplied by 0%, (B) if Adjusted EPS is $[ · ], the Deferred Stock Units credited to his Target Shares shall be multiplied by 50%, (C) if Adjusted EPS is $[ · ], the Target Shares shall be multiplied by 100%, (D) if Adjusted EPS is $[ · ], the Target Shares shall be multiplied by 150%, (E) if Adjusted EPS is $[ · ] or her bookkeeping ledger account except as set forth in this Section 6.
more, the Target Shares shall be multiplied by 200%, and (cF) Notwithstanding any other provision of this Agreement to if Adjusted EPS is between $[ · ] and $[ · ] the contrary, if, during the term of the Change in Control Agreement, Target Shares shall be multiplied by a Change in Control occurs on or before the latest date set forth in Section 6(b) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby percentage pro-rated based upon the occurrence of foregoing range as indicated on Exhibit A. In no event will the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i) on the date of the Change in Control if the Change in Control qualifies as Target Shares be multiplied by a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event percentage that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination exceeds 200%. If Adjusted EPS is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs)below $[ · ], then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than the death or permanent disability of the Executive, the Forfeiture Restrictions then applicable to on the Deferred Stock Performance Units covered hereby shall not lapse and the number of Deferred Stock Performance Units then subject to the Forfeiture Restrictions awarded hereby shall be forfeited as of the close of business on [ · ], 20[ · ]. The Committee shall make such adjustments to the Company on definition of Adjusted Number of Target Shares as the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement Committee deems appropriate to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while reflect changes in the active employ of Common Stock made by the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on after the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the CompanyGrant Date.
Appears in 1 contract
Samples: Performance Unit Award Agreement (Tailored Brands Inc)
Vesting and Payment. (a) Except as otherwise provided in Section 6(c) and (d) of this Agreement, upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(b) The Deferred Stock Units RSUs that are granted hereby shall be subject to the prohibitions and restrictions set forth herein with respect to the sale or other disposition of the RSUs granted to the Employee hereunder and the obligation to forfeit and surrender such RSUs to the Company (the “Forfeiture Restrictions”). Except as otherwise provided in Section 6(c) and (d) of this Agreement, the The Forfeiture Restrictions shall lapse as to the Deferred Stock Units RSUs that are awarded hereby in accordance with on (the following schedule“Vesting Date”), provided that the ExecutiveEmployee’s employment with the Company and its subsidiaries Affiliates has not terminated prior to the applicable lapse date: Vesting Date, except as set forth in Sections 4(d) and 4(e) below. The Executive Employee shall have no vested interest in the Deferred Stock Units RSUs credited to his or her bookkeeping ledger account except as set forth in this Section 64.
(cb) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, a Change in Control occurs on or before the latest date Except as set forth in Section 6(bSections 4(d) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i4(e) on the date of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unitbelow, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries Affiliates terminates prior to the lapse date Vesting Date for any reason other than the death or permanent disability of the Executivereason, the Forfeiture Restrictions then applicable to the Deferred Stock Units RSUs shall not lapse and the number of Deferred Stock Units RSUs then subject to the Forfeiture Restrictions shall be forfeited to the Company and this Agreement shall terminate, all on the date the ExecutiveEmployee’s employment terminates. Notwithstanding any other provision .
(c) Upon the lapse of the Forfeiture Restrictions applicable to an RSU that is awarded hereby, the Company shall issue to the Employee one share of the Stock in exchange for such RSU and thereafter the Employee shall have no further rights with respect to such RSU; provided, however, that if the Employee is a “specified employee” as that term is defined for purposes of Section 409A at the time of his Separation from Service due to Retirement (defined below), termination without Cause (defined below) or termination for Good Reason (defined below) and the Forfeiture Restrictions lapse as a result of such Retirement or termination without Cause or for Good Reason, the Company shall not issue the shares of Stock payable under this Agreement to until the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on that is six months after the date of the Employee’s Separation from Service due to Retirement, termination without Cause or termination for Good Reason. The Company shall cause to be delivered to the Employee in electronic or certificated form any shares of the Stock that are to be issued under the terms of this Agreement in exchange for the RSUs awarded hereby, and such shares of the Stock shall be transferable by the Employee (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable securities law).
(d) Notwithstanding anything to the contrary contained herein, upon the death, Disability or Retirement (defined below) of the Employee or if the Employee’s employment with the Company and its Affiliates is terminated by the Company or its Affiliates without Cause (defined below), the Forfeiture Restrictions shall lapse as to a portion of the RSUs that are awarded hereby determined by multiplying the total number of RSUs granted hereby by a fraction, the numerator of which is the total number of full calendar months between the Grant Date and the date of termination of Employee’s employment with the Company and its Affiliates due to death, Disability or Retirement or by the Company or its Affiliates without Cause and the denominator is the total number of full calendar months between the Grant Date and the Vesting Date. The portion of RSUs for which the Forfeiture Restrictions do not lapse in accordance with the previous sentence shall be forfeited to the Company and this Agreement shall terminate, all on the date the Employee’s employment terminates.
(e) Notwithstanding anything to the contrary contained herein, if the Employee’s employment with the Company and its Affiliates is terminated by the Company or its Affiliates without Cause (defined below) or by the Employee for Good Reason (defined below) within twelve months after a Change in Control (defined below), then the Forfeiture Restrictions shall lapse as to all of the RSUs upon such termination of the ExecutiveEmployee’s employment due to death or permanent disabilityemployment. For purposes of this Section 6As used herein, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can following terms shall be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.defined as follows:
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (RigNet, Inc.)
Vesting and Payment. (a) 2.1 Except as otherwise provided in Section 6(c) and (d) of this Agreement, upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a2.3, the Award shall vest in its entirety on the date of the next annual meeting [for new directors: “one year from the date of grant”].
2.2 Unless otherwise elected by the Grantee pursuant to an election form provided by the Company (the “Election Form”), the Grantee shall be entitled to payment, at the time of Grantee’s termination of (or removal from) service as a Director, in respect of all RSUs covered by the Award that are then vested. Subject to the provisions of the Plan, any payment of RSUs pursuant to this Agreement shall be made through the issuance to the Grantee (or to the executors or administrators of Grantee’s estate, after the Company’s receipt of notification of Grantee’s death, as the case may be) of a stock certificate for a number of Shares equal to the number of such vested RSUs. Settlement of the RSUs shall be made within 90 days (with the date of payment selected by the Company in its sole discretion) of the Grantee’s termination of service as a Director or such other payment date selected by the Grantee pursuant to a properly executed Election Form.
2.3 Except as otherwise determined by the Board at or after the grant of the Award hereunder, Grantee shall forfeit all RSUs granted hereunder, and thereafter all rights of the Executive shall have no further rights Grantee to the Shares payable with respect to such Deferred Stock Unit.
(b) The Deferred Stock Units that are granted hereby RSUs shall be subject terminate, without further obligation on the part of the Company, unless the Grantee remains in the continuous employment of the Company or its Subsidiaries for the entire period beginning on the Grant Date and ending on the vest date applicable to the Forfeiture Restrictions. Except such RSUs as otherwise provided in Section 6(c2.1. “Continuous employment” will be deemed to end on the date on which notice of termination or removal from the Board of Directors is received by the Grantee (or such later date as specified in such notice by the Company) and or notice of resignation is given by the Grantee. Notwithstanding the foregoing, this Award shall automatically vest as to all RSUs awarded hereunder (das to which such RSUs have not previously vested) upon (i) the occurrence of a “change in control” (as such term is defined under Section 1.409A-3(i)(5) or the Treasury Regulations) or (ii) the occurrence of termination of the Grantee’s service as a Director which results from Grantee’s (A) death or (B) “disability” (as such term is defined under Section 1.409A-3(i)(4) of the Treasury Regulations).
2.4 Notwithstanding anything to the contrary in this Agreement, the Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in this Section 6.
(c) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth in Section 6(b) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit if (i) on the date Grantee’s service as a Director terminates the Grantee is a “specified employee” (as such term is defined under Section 1.409A-1(i)(1) of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion Treasury Regulations) of the assets of a corporation, within the meaning of Section 409A, or Company and (ii) on any payments (in cash or Shares) to be provided to the lapse date specified in Grantee pursuant to this Agreement are or may become subject to the additional tax under Section 6(b409A(a)(1)(B) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding Code or any other provision of this Agreement to the contrary, if, during the term taxes or penalties imposed under Section 409A of the Change in Control Code if provided at the time otherwise required under this Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and then such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions payments shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on be delayed until the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than the death or permanent disability of the Executive, the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on after the date of the termination Grantee’s “separation from service” (as such term is defined under Section 1.409A-1(h) of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur Treasury Regulations) as a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees Director of the Company. Any payments (in cash or Shares) delayed pursuant to this Section 2.4 shall be made in a lump sum (or in one issuance in the case of Shares) on the first day of the seventh month following the Grantee’s “separation from service” (as such term is defined under Section 1.409A-1(h) of the Treasury Regulations).
Appears in 1 contract
Vesting and Payment. (a) Except 2.1 So long as otherwise provided in Section 6(c) and (d) of this Agreement, upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(b) The Deferred Stock Units that are granted hereby shall be subject to the Forfeiture Restrictions. Except as otherwise provided in Section 6(c) and (d) of this Agreement, the Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in this Section 6.
(c) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth in Section 6(b) and the Executive Grantee continues to be employed by the Company or a subsidiary Company, this Award shall become vested with respect to 25% of the RSUs on each of the first four anniversaries of the Grant Date (each such date, together with any date on which the RSUs shall vest pursuant to Section 2.2(a) or Section 2.2(c), a “Vesting Date”). Except as provided in Section 2.2, or as otherwise provided by the Committee, no part of this Award shall become vested as to any additional RSUs as of any date following the termination of Grantee’s employment with the Company for any reason and any RSU, which is (or determined to be) unvested as of the Grantee’s termination of employment, shall immediately expire and be forfeited.
2.2 Notwithstanding the foregoing, any unvested RSUs may become vested prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as the applicable Vesting Date or continue to vest (and not be forfeited) following Grantee’s termination of employment under the Deferred Stock Units that are granted hereby upon following circumstances:
(a) Upon the occurrence of a Change in Control:
(i) In the event the entity surviving the Change in Control and (the Company “Successor”) assumes the Award granted hereby, if the Grantee’s employment with the Successor is terminated without Cause by the Successor, or terminates for Good Reason by the Grantee or on account of Grantee’s death, Permanent Disability or Retirement prior to an applicable Vesting Date, all unvested RSUs not previously forfeited shall issue immediately vest as of the date of such termination of employment; or
(ii) In the event the Successor does not assume the Award granted hereby, all RSUs not previously forfeited shall vest (if not already vested) immediately prior to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i) on the effective date of the Change in Control if Control, and shall be settled in exchange for the Change payment described in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion Section 9(b) of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control Plan as of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term effective date of the Change in Control AgreementControl;
(b) Upon the Grantee’s Retirement on or after the first anniversary of the Grant Date, (i) except as otherwise provided by Section 2.2(a), any unvested RSUs shall immediately thereupon vest and shall not be forfeited, and shall settle in accordance Section 2.3; for the Company avoidance of doubt, in the event of Grantee’s Retirement prior to such one year anniversary of the Grant Date other than as provided in Section 2.2(a)(i), no part of this Award shall become vested and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior RSUs subject to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions this Award shall immediately lapse on the date of the Executive’s Separation From Service expire and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unitbe forfeited.
(ec) Except as otherwise provided in Section 6(c) and (d), if In the Executiveevent of the Grantee’s termination of employment with the Company and all on account of its subsidiaries terminates prior to the lapse date for any reason other than the death or permanent disability Permanent Disability on or after the first anniversary of the Executive, the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiariesGrant Date, all remaining Forfeiture Restrictions RSUs not previously forfeited shall vest (if not previously vested) immediately lapse on the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Companyupon such termination.
Appears in 1 contract
Samples: Restricted Share Unit Agreement (HCA Healthcare, Inc.)
Vesting and Payment. (a) Except as otherwise provided herein, Grantee shall have full right, title and interest in Section 6(cthe RSU Award to the extent such RSU Award has vested in accordance with subparagraph (c) and below.
(da) of this Agreement, upon Until the lapse applicable settlement date of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue RSU Award pursuant to the Executive one share provisions of Sections 4 and 5 of the Common Stock in exchange Company’s Non-Qualified Deferred Compensation Plan for such Deferred Stock Unit and pay Outside Directors, as amended effective November 30, 2010 (the Dividend Equivalents as provided in Section 4(a“Non‑Qualified Plan”), the RSU Award may not be sold, assigned, transferred, pledged or otherwise encumbered by Grantee other than by will or the laws of descent and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unitdistribution.
(b) The Deferred Stock Units that are granted hereby shall be subject Until the applicable settlement date of the RSU Award pursuant to the Forfeiture Restrictions. Except as otherwise provided in Section 6(c) provisions of Sections 4 and (d) 5 of this Agreementthe Non‑Qualified Plan, the Forfeiture Restrictions Grantee shall lapse not have any rights of a shareholder of the Company including without limitation the right to vote but the Grantee shall receive Dividend Equivalent Rights, which will be invested in additional Restricted Stock Units. If as a result of a stock dividend, stock split, recapitalization or other adjustment in the capital stock or stated capital of the Company, or as the result of a merger, consolidation, or other reorganization, the Common Stock is increased, reduced or otherwise changed, the Company shall make an equitable and proportionate adjustment to the Deferred Stock Units that are awarded hereby RSU Award in accordance with order to prevent dilution or enlargement of the following schedule, provided that benefits or potential benefits intended to be made available under the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in this Section 6Plan.
(c) Notwithstanding The RSU Award shall vest at such time and on such date as indicated on Schedule A (the “Vesting Date(s)”), provided that Grantee is serving as a Director at all times following the Grant Date and through the Vesting Date(s) (the “Vesting Period”). If, at any other provision of this Agreement to the contrary, if, time during the term of the Change in Control AgreementVesting Period, a Change in Control occurs on or before the latest date set forth in Section 6(b) and the Executive continues to be employed by Gxxxxxx’s service with the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange is terminated for such Deferred Stock Unit (i) on the date of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding any reason other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence death, Disability or Retirement of an event that would constitute an Event Grantee, the RSU Award held by such Grantee shall immediately and automatically be forfeited without monetary consideration to the Company and shall be automatically canceled and retired. If (i) Grantee shall die while in the service of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement Company, (ii) Grantee’s service with the Company the consummation shall terminate by reason of which would constitute a Change in Control Disability or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) Retirement, or (iiiii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after there occurs a Change in Control, then in any such case the RSU Award shall become immediately vested and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unitnonforfeitable.
(ed) Except At the time of Gxxxxxx’s termination of service (including a termination of service as otherwise provided in Section 6(ca result of the Grantee’s death or Disability) as a Director, Grantee shall be entitled to payment of all Restricted Stock Units covered by this Agreement that have become vested. The timing and (d), if the Executive’s employment with the Company and all form of its subsidiaries terminates prior payment shall be pursuant to the lapse date for any reason other than the death or permanent disability provisions of Sections 4 and 5 of the Executive, the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the CompanyNon-Qualified Plan.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Mid-America Apartments, L.P.)
Vesting and Payment. (a) Except as otherwise provided in Section 6(c) and (d) of this Agreement, upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(b) The Deferred Stock Units that are granted hereby shall be subject to the Forfeiture Restrictions. Except as otherwise provided in Section 6(c) and (d) of this Agreement, the Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in this Section 6.
(c) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, a Change in Control occurs and on or before the latest date set forth in Section 6(b) ), a Change in Control occurs and the Executive continues to be employed Executive’s employment by the Company or is terminated (x) by the Company otherwise than as a subsidiary result of the Company immediately prior occurrence of an Event of Termination for Cause or (y) by the Executive after the occurrence of an Event of Termination for Good Reason such that the Executive shall be entitled to such receive the benefits set forth under Section 7(a)(iv) of the Change in Control Agreement, then all remaining Forfeiture Restrictions shall immediately lapse as to on the Deferred Stock Units that are granted hereby upon the occurrence date of the Change in Control Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit Unit, and pay the Dividend Equivalents, (ix) on the date of the Change in Control Executive’s Separation From Service if the Change in Control qualifies as Executive is not a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, Specified Employee or (iiy) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, that is six months following the Executive’s Separation From Service if the Change in Control of the Company does not so qualifyExecutive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, Agreement and on or before the latest date set forth in Section 6(b) (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit Unit, and pay the Dividend Equivalents, (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than the death or permanent disability of the Executive, the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.
Appears in 1 contract
Samples: Deferred Stock Unit Award Agreement (Mens Wearhouse Inc)
Vesting and Payment. (a) Except as otherwise provided herein, Grantee shall have full right, title and interest in Section 6(cthe RSU Award to the extent such RSU Award has vested in accordance with subparagraph (c) and below.
(da) of this Agreement, upon Until the lapse applicable settlement date of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue RSU Award pursuant to the Executive one share provisions of Sections 4 and 5 of the Common Stock in exchange Company’s Non-Qualified Deferred Compensation Plan for such Deferred Stock Unit and pay Outside Directors, as amended effective November 30, 2010 (the Dividend Equivalents as provided in Section 4(a“Non‑Qualified Plan”), the RSU Award may not be sold, assigned, transferred, pledged or otherwise encumbered by Grantee other than by will or the laws of descent and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unitdistribution.
(b) The Deferred Stock Units that are granted hereby shall be subject Until the applicable settlement date of the RSU Award pursuant to the Forfeiture Restrictions. Except as otherwise provided in Section 6(c) provisions of Sections 4 and (d) 5 of this Agreementthe Non‑Qualified Plan, the Forfeiture Restrictions Grantee shall lapse not have any rights of a shareholder of the Company including without limitation the right to vote but the Grantee shall receive Dividend Equivalent Rights, which will be invested in additional Restricted Stock Units. If as a result of a stock dividend, stock split, recapitalization or other adjustment in the capital stock or stated capital of the Company, or as the result of a merger, consolidation, or other reorganization, the Common Stock is increased, reduced or otherwise changed, the Company shall make an equitable and proportionate adjustment to the Deferred Stock Units that are awarded hereby RSU Award in accordance with order to prevent dilution or enlargement of the following schedule, provided that benefits or potential benefits intended to be made available under the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in this Section 6Plan.
(c) Notwithstanding The RSU Award shall vest at such time and on such date as indicated on Schedule A (the “Vesting Date(s)”), provided that Grantee is serving as a Director at all times following the Grant Date and through the Vesting Date(s) (the “Vesting Period”). If, at any other provision of this Agreement to the contrary, if, time during the term of the Change in Control AgreementVesting Period, a Change in Control occurs on or before the latest date set forth in Section 6(b) and the Executive continues to be employed by Grantee’s service with the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange is terminated for such Deferred Stock Unit (i) on the date of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding any reason other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence death, Disability or Retirement of an event that would constitute an Event Grantee, the RSU Award held by such Grantee shall immediately and automatically be forfeited without monetary consideration to the Company and shall be automatically canceled and retired. If (i) Grantee shall die while in the service of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement Company, (ii) Grantee’s service with the Company the consummation shall terminate by reason of which would constitute a Change in Control Disability or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) Retirement, or (iiiii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after there occurs a Change in Control, then in any such case the RSU Award shall become immediately vested and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unitnonforfeitable.
(ed) Except At the time of Grantee’s termination of service (including a termination of service as otherwise provided in Section 6(ca result of the Grantee’s death or Disability) as a Director, Grantee shall be entitled to payment of all Restricted Stock Units covered by this Agreement that have become vested. The timing and (d), if the Executive’s employment with the Company and all form of its subsidiaries terminates prior payment shall be pursuant to the lapse date for any reason other than the death or permanent disability provisions of Sections 4 and 5 of the Executive, the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the CompanyNon-Qualified Plan.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Mid-America Apartments, L.P.)
Vesting and Payment. The Restricted Stock Units shall vest and shares of Common Stock shall be issued to the Outside Director in settlement thereof as follows:
(a) Except as otherwise provided in Section 6(c) and (d2(c) of this Agreement, upon the lapse 100% of the Forfeiture Restrictions applicable to a Deferred Restricted Stock Unit Units granted by this Agreement shall vest on September __, 20__, the expiration of the twelve (12) month period beginning on the Grant Date, provided that is awarded hereby the Outside Director shall have continuously served as an Outside Director of the Company shall issue to from the Executive one share Grant Date through the date of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unitvesting.
(b) The Deferred One share of Common Stock Units that are granted hereby shall be subject issued to the Forfeiture RestrictionsOutside Director with respect to each vested Restricted Stock Unit as soon as practicable following the vesting of the Restricted Stock Units. Except as otherwise provided in Section 6(c) and (d) of this Agreement, The certificate or certificates for the Forfeiture Restrictions shall lapse as Common Stock issued to the Deferred Stock Units that are awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive Outside Director shall have no vested interest be registered in the Deferred Stock Units credited to his or her bookkeeping ledger account except name of the Outside Director and may bear a legend as set forth in this Section 6required under the Plan and/or under applicable law.
(c) Notwithstanding any other provision of this Agreement In the event that an Outside Director shall cease to the contrary, if, during the term serve as an Outside Director prior to expiration of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth in Section 6(btwelve (12) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i) month period beginning on the date of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date Grant Date for any reason other than the death or permanent disability disability, all of the Executive, the Forfeiture Restrictions then applicable to the Deferred Restricted Stock Units shall not lapse and be forfeited immediately upon such cessation of services. In the number of Deferred Stock Units then subject event that an Outside Director shall cease to serve on the Forfeiture Restrictions Board but shall have been designated as a Director Emeritus, such Outside Director shall be forfeited deemed to continue in service as an Outside Director until termination of his or her Director Emeritus status for purposes of determining the Company vesting of the Restricted Stock Units. In the event that an Outside Director shall cease to serve as an Outside Director prior to expiration of the twelve (12) month period beginning on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity Grant Date by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period (as determined by the Board on the basis of not less than 12 monthsall the facts and circumstances) disability, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees all of the CompanyRestricted Stock Units shall become immediately vested upon such cessation of services and shares of Common Stock in respect of the Restricted Stock Units shall be issued to the Outside Director as provided in Section 2(b) of this Agreement.
Appears in 1 contract
Vesting and Payment. (a) Except as otherwise provided in Section 6(c) and (d) of this Agreement, upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(b) The Deferred Stock Performance Units that are granted hereby shall be subject to the Forfeiture Restrictions. Except as otherwise provided in Section 6(c) and (d) of this Agreement, the Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Performance Units credited to his or her bookkeeping ledger account except as set forth in this Section 6.
(c) Notwithstanding any other provision of this Agreement to 5. On the contraryPayment Date, if, during the term and after satisfaction of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth Executive’s tax withholding obligations described in Section 6(b) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and 7, the Company shall issue to the Executive one share or, in the case of the Common Stock death of the Executive, to the duly appointed executor or administrator of the Executive’s estate, that number of shares of Stock, if any, calculated pursuant to Section 5(b) through 5(e) below, as applicable, in exchange for such Deferred Stock Unit (i) on the date Performance Units that vested as a result of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion lapse of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, Forfeiture Restrictions as described below and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unitvested Performance Units. The Executive acknowledges and agrees that all payments made under this Agreement are subject to the provisions of Section 18.
(d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(eb) Except as otherwise provided in this Section 6(c5(b) and (dwith respect to a Change in Control or in Section 5(e), if the Executive’s employment with the Company and its subsidiaries has not terminated prior to January 1, 2017, then the Forfeiture Restrictions shall lapse with respect to that number of 2016 Target Units (up to, but not in excess of 100% of the 2016 Target Units) and the Executive will be entitled to receive, on the Payment Date, with respect to the vested 2016 Target Units that number of shares of Stock equal to:
(A) multiplied by (B)
(c) Except as otherwise provided in this Section 5(c) with respect to a Change in Control or in Section 5(e), if the Executive’s employment with the Company and its subsidiaries has not terminated prior to January 1, 2018, then the Forfeiture Restrictions shall lapse with respect to that number of 2017 Target Units (up to, but not in excess of 100% of the 2017 Target Units) and the Executive will be entitled to receive, on the Payment Date, with respect to the vested 2017 Target Units that number of shares of Stock equal to:
(A) multiplied by (B)
(d) Except as otherwise provided in this Section 5(d) with respect to a Change in Control or in Section 5(e), if the Executive’s employment with the Company and its subsidiaries has not terminated prior to January 1, 2019, then the Forfeiture Restrictions shall lapse with respect to that number of 2018 Target Units (up to, but not in excess of 100% of the 2018 Target Units) and the Executive will be entitled to receive, on the Payment Date, with respect to the vested 2018 Target Units that number of shares of Stock equal to:
(A) multiplied by (B)
(e) Subject to Sections 5(b), 5(c) and 5(d), relating to certain terminations after a Change in Control, if the Executive’s employment is terminated (i) by the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than for Cause or (ii) by the death Executive for Good Reason, in any such case specified in (i) or permanent disability (ii), before the end of the ExecutivePerformance Award Period, then in addition to any shares of Stock that have vested during full Performance Periods that ended prior to such termination in accordance with Sections 5(b) and 5(c) for the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date Performance Period during which the Executive’s employment terminates. Notwithstanding any other is so terminated the Executive shall be entitled to receive on the Payment Date a pro-rata number of shares of Stock, calculated in accordance with the provision of this Agreement Section 5 applicable to such Performance Period and pro-rated based on the number of days the Executive was employed during such Performance Period compared to the contrarytotal number of days in such Performance Period, if and (iv) by death, Disability or Retirement, then the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse be entitled to receive on the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6Payment Date, the Executive will incur a “permanent disability” if number of shares of Stock that vested pursuant to Sections 5(b), 5(c) and 5(d) during full Performance Periods that ended prior to the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical death, Disability or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the CompanyRetirement.
Appears in 1 contract
Vesting and Payment. (a) 2.1 Except as otherwise provided in Section 6(c) and (d) of this Agreement, upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a2.3, the Award shall vest on ___, 200___ with respect to ______% of the RSUs, and shall vest with respect to an additional ______% of the RSUs on each of the ______ succeeding one-year anniversaries of such date.
2.2 The Grantee shall be entitled to payment in respect of each RSU covered by the Award upon the vesting of such RSU. Subject to the provisions of the Plan, such payment shall be made through the issuance to the Grantee, as promptly as practicable following the applicable vesting date (or to the executors or administrators of Grantee’s estate, as promptly as practicable after the Company’s receipt of notification of Grantee’s death, as the case may be), of a stock certificate for a number of Shares equal to the number of such vested RSUs, less any Shares withheld to satisfy withholding obligations in accordance with Section 5 below.
2.3 Except as otherwise determined by the Committee at or after the grant of the Award hereunder, Grantee shall forfeit all unpaid RSUs granted hereunder, and thereafter all rights of the Executive shall have no further rights Grantee to the Shares payable with respect to such Deferred Stock Unit.
(b) The Deferred Stock Units that are granted hereby RSUs shall be subject terminate, without further obligation on the part of the Company, unless the Grantee remains in the continuous employment of the Company or its Subsidiaries for the entire period beginning on the Grant Date and ending on the vest date applicable to the Forfeiture Restrictions. Except such RSUs as otherwise provided in Section 6(c2.1. “Continuous employment” will be deemed to end on the date on which notice of termination is received by the Grantee (or such later date as specified in such notice by the Company) and (d) or notice of this Agreementresignation is given by the Grantee. Notwithstanding the foregoing, the Forfeiture Restrictions Award shall lapse automatically vest as to the Deferred Stock Units that are all RSUs awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in this Section 6.
hereunder (c) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth in Section 6(b) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby which such RSUs have not previously vested) upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i) on the date of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than the death or permanent disability of the Executive, the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of the ExecutiveGrantee’s employment due to from the Company, a Subsidiary or Affiliate which results from Grantee’s death or permanent disability. For purposes of this Section 6, Disability (to be determined in the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees sole discretion of the CompanyCommittee).
Appears in 1 contract
Vesting and Payment. (a) Except as otherwise provided in Section 6(c) and (d) of this Agreement, upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(b) The Deferred Stock Units that are granted hereby shall be subject to the Forfeiture Restrictions. Except as otherwise provided in Section 6(c) and (d) of this Agreement, the Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in this Section 6.
(c) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth in Section 6(b) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i) on the date of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than the death or permanent disability of the Executive, the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contrary, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.
Appears in 1 contract
Samples: Deferred Stock Unit Award Agreement (Mens Wearhouse Inc)
Vesting and Payment. (a) Except as otherwise provided in Section 6(c) and (d) of this Agreement, upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(b) The Deferred Stock Performance Units that are granted hereby shall be subject to the Forfeiture Restrictions. Except as otherwise provided in Section 6(c) and (d) of this Agreement, the Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Performance Units credited to his or her bookkeeping ledger account except as set forth in this Section 6.
(c) Notwithstanding any other provision of this Agreement to 5. On the contraryPayment Date, if, during the term and after satisfaction of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth Executive’s tax withholding obligations described in Section 6(b) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and 7, the Company shall issue to the Executive one share or, in the case of the Common Stock death of the Executive, to the duly appointed executor or administrator of the Executive’s estate, that number of shares of Stock, if any, calculated or otherwise determined pursuant to Section 5(b) through Section 5(e) below, as applicable, in exchange for such Deferred Stock Unit (i) on the date Performance Units that vested as a result of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion lapse of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, Forfeiture Restrictions as described below and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unitvested Performance Units. The Executive acknowledges and agrees that all payments made under this Agreement are subject to the provisions of Section 18.
(d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(eb) Except as otherwise provided in this Section 6(c5(b) and (dwith respect to a Change in Control or in Section 5(e), if the Executive’s employment with the Company and its subsidiaries has not terminated prior to January 1, 2018, then the Forfeiture Restrictions shall lapse with respect to that number of 2017 Target Units (up to, but not in excess of 100% of the 2017 Target Units) and the Executive will be entitled to receive, on the Payment Date, with respect to the vested 2017 Target Units that number of shares of Stock equal to:
(A) multiplied by (B) multiplied by (C)
(c) Except as otherwise provided in this Section 5(c) with respect to a Change in Control or in Section 5(e), if the Executive’s employment with the Company and its subsidiaries has not terminated prior to January 1, 2019, then the Forfeiture Restrictions shall lapse with respect to that number of 2018 Target Units (up to, but not in excess of 100% of the 2018 Target Units) and the Executive will be entitled to receive, on the Payment Date, with respect to the vested 2018 Target Units that number of shares of Stock equal to:
(A) multiplied by (B) multiplied by (C)
(d) Except as otherwise provided in this Section 5(d) with respect to a Change in Control or in Section 5(e), if the Executive’s employment with the Company and its subsidiaries has not terminated prior to January 1, 2020, then the Forfeiture Restrictions shall lapse with respect to that number of 2019 Target Units (up to, but not in excess of 100% of the 2019 Target Units) and the Executive will be entitled to receive, on the Payment Date, with respect to the vested 2019 Target Units that number of shares of Stock equal to:
(A) multiplied by (B) multiplied by (C)
(e) Subject to Sections 5(b), 5(c), and 5(d) relating to certain terminations after a Change in Control, if the Executive’s employment is terminated (i) by the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than for Cause or (ii) by the death Executive for Good Reason, in any such case specified in (i) or permanent disability (ii), before the end of the ExecutivePerformance Award Period, then in addition to any shares of Stock that have vested during full Performance Periods that ended prior to such termination in accordance with Sections 5(b) and 5(c) for the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date Performance Period during which the Executive’s employment terminates. Notwithstanding any other is so terminated the Executive shall be entitled to receive on the Payment Date a pro-rata number of shares of Stock, calculated in accordance with the provision of this Agreement Section 5 applicable to such Performance Period and pro-rated based on the number of days the Executive was employed during such Performance Period compared to the contrarytotal number of days in such Performance Period, if and (iv) by death, Disability or Retirement, then the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse be entitled to receive on the date of the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6Payment Date, the Executive will incur a “permanent disability” if number of shares of Stock that vested pursuant to Sections 5(b), 5(c), and 5(d) during full Performance Periods that ended prior to the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical death, Disability or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the CompanyRetirement.
Appears in 1 contract
Vesting and Payment. The Restricted Stock Units shall vest and shares of Common Stock shall be issued to the Outside Director in settlement thereof as follows:
(a) Except as otherwise provided in Section 6(c) and (d2(c) of this Agreement, upon the lapse 100% of the Forfeiture Restrictions applicable to a Deferred Restricted Stock Unit Units granted by this Agreement shall vest on the earlier of (i) September __, 20__, the expiration of the twelve (12)-month period beginning on the Grant Date, and (ii) the date of the Annual Meeting of Stockholders next following the Grant Date, provided that is awarded hereby the Outside Director shall have continuously served as an Outside Director of the Company shall issue to from the Executive one share Grant Date through the date of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unitvesting.
(b) The Deferred One share of Common Stock Units that are granted hereby shall be subject issued to the Forfeiture Restrictions. Except as otherwise provided in Section 6(cOutside Director with respect to each vested Restricted Stock Unit within thirty (30) and (d) days of this Agreement, the Forfeiture Restrictions shall lapse as to vesting date of the Deferred Restricted Stock Units that are awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in this Section 6Units.
(c) Notwithstanding any other provision of this Agreement In the event that the Outside Director shall cease to the contrary, if, during the term serve as a member of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth in Section 6(b) and the Executive continues to be employed by the Company or a subsidiary Board of Directors of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to (the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (i) on the date of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b"Board") prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result expiration of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control twelve (whether or not a Change in Control ever occurs12) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse month period beginning on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(e) Except as otherwise provided in Section 6(c) and (d), if the Executive’s employment with the Company and all of its subsidiaries terminates prior to the lapse date Grant Date for any reason other than the death or permanent disability disability, all of the Executive, the Forfeiture Restrictions then applicable to the Deferred Restricted Stock Units shall not lapse and be forfeited immediately upon such cessation of services. In the number event that the Outside Director shall cease to serve on the Board but shall have been designated as a Director Emeritus, the Outside Director shall be deemed to continue in service as a member of Deferred the Board until termination of his or her Director Emeritus status for purposes of determining the vesting of the Restricted Stock Units then subject Units. In the event that the Outside Director shall cease to serve as a member of the Board prior to the Forfeiture Restrictions shall be forfeited to earlier of (i) the Company expiration of the twelve (12)-month period beginning on the date the Executive’s employment terminates. Notwithstanding any other provision of this Agreement to the contraryGrant Date, if the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse on (ii) the date of the termination Annual Meeting of Stockholders next following the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity Grant Date by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period (as determined by the Board on the basis of not less than 12 monthsall the facts and circumstances) disability, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees all of the CompanyRestricted Stock Units shall become immediately vested upon such cessation of services and shares of Common Stock in respect of the Restricted Stock Units shall be issued to the Outside Director as provided in Section 2(b) of this Agreement.
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Vesting and Payment. (a) Except as otherwise provided in Section 6(c) and (d) of this Agreement, upon the lapse of the Forfeiture Restrictions applicable to a Deferred Stock Unit that is awarded hereby the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit and pay the Dividend Equivalents as provided in Section 4(a), and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(b) The Deferred Stock Performance Units that are granted hereby shall be subject to the Forfeiture Restrictions. Except as otherwise provided in Section 6(c) and (d) of this Agreement, the Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are awarded hereby in accordance with the following schedule, provided that the Executive’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: The Executive shall have no vested interest in the Deferred Stock Performance Units credited to his or her bookkeeping ledger account except as set forth in this Section 6.
(c) Notwithstanding any other provision of this Agreement to 5. On the contraryPayment Date, if, during the term and after satisfaction of the Change in Control Agreement, a Change in Control occurs on or before the latest date set forth Executive’s tax withholding obligations described in Section 6(b) and the Executive continues to be employed by the Company or a subsidiary of the Company immediately prior to such Change in Control then all remaining Forfeiture Restrictions shall lapse as to the Deferred Stock Units that are granted hereby upon the occurrence of the Change in Control and 7, the Company shall issue to the Executive one share or, in the case of the Common Stock death of the Executive, to the duly appointed executor or administrator of the Executive’s estate, that number of shares of Stock, if any, calculated pursuant to Section 5(b) through 5(c) below, as applicable, in exchange for such Deferred Stock Unit (i) on the date Performance Units that vested as a result of the Change in Control if the Change in Control qualifies as a change in the ownership or effective control of a corporation, or in the ownership of a substantial portion lapse of the assets of a corporation, within the meaning of Section 409A, or (ii) on the lapse date specified in Section 6(b) applicable to such Deferred Stock Unit, if the Change in Control of the Company does not so qualify, Forfeiture Restrictions as described below and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unitvested Performance Units. The Executive acknowledges and agrees that all payments made under this Agreement are subject to the provisions of Section 18.
(d) Notwithstanding any other provision of this Agreement to the contrary, if, during the term of the Change in Control Agreement, (i) the Company and all subsidiaries of the Company terminate the Executive’s employment on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) otherwise than as a result of the occurrence of an event that would constitute an Event of Termination for Cause if it occurred after a Change in Control and such termination is at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (ii) the Executive terminates his employment with the Company and all subsidiaries of the Company on or before the latest date set forth in Section 6(b) prior to a Change in Control (whether or not a Change in Control ever occurs) after the occurrence of an event that would constitute an Event of Termination for Good Reason if it occurred after a Change in Control, and such termination or the circumstance or event which constitutes an Event of Termination for Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control or is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs), then all remaining Forfeiture Restrictions shall immediately lapse on the date of the Executive’s Separation From Service and the Company shall issue to the Executive one share of the Common Stock in exchange for such Deferred Stock Unit (x) on the date of the Executive’s Separation From Service if the Executive is not a Specified Employee or (y) on the date that is six months following the Executive’s Separation From Service if the Executive is a Specified Employee, and thereafter the Executive shall have no further rights with respect to such Deferred Stock Unit.
(eb) Except as otherwise provided in this Section 6(c5(b) and (dwith respect to a Change in Control or in Section 5(c), if the Executive’s employment with the Company and its subsidiaries has not terminated prior to January 1, 2017, then the Forfeiture Restrictions shall lapse with respect to that number of Target Units (up to, but not in excess of 100% of the Target Units) and the Executive will be entitled to receive, on the Payment Date, with respect to the vested Target Units that number of shares of Stock equal to:
(A) multiplied by (B)
(c) Subject to Sections 5(b), relating to certain terminations after a Change in Control, if the Executive’s employment is terminated (i) by the Company and all of its subsidiaries terminates prior to the lapse date for any reason other than for Cause or (ii) by the death Executive for Good Reason, in any such case specified in (i) or permanent disability (ii), before the end of the ExecutivePerformance Award Period, then in addition to any shares of Stock that have vested during full Performance Periods that ended prior to such termination in accordance with Sections 5(b) for the Forfeiture Restrictions then applicable to the Deferred Stock Units shall not lapse and the number of Deferred Stock Units then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date Performance Period during which the Executive’s employment terminates. Notwithstanding any other is so terminated the Executive shall be entitled to receive on the Payment Date a pro-rata number of shares of Stock, calculated in accordance with the provision of this Agreement Section 5 applicable to such Performance Period and pro-rated based on the number of days the Executive was employed during such Performance Period compared to the contrarytotal number of days in such Performance Period, if and (iv) by death or Disability, then the Executive dies or incurs a permanent disability before the lapse date and while in the active employ of the Company and/or one or more of its subsidiaries, all remaining Forfeiture Restrictions shall immediately lapse be entitled to receive on the date Payment Date, the number of shares of Stock that vested pursuant to Sections 5(b) during full Performance Periods that ended prior to the termination of the Executive’s employment due to death or permanent disability. For purposes of this Section 6, the Executive will incur a “permanent disability” if the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the CompanyDisability or.
Appears in 1 contract
