Vesting and Settlement of RSUs. (1) Subject to (A) the Participant’s continued employment with the Company and/or its Affiliates (the “Company Group”) from the Date of Award until the applicable Vesting Date (as defined below), (B) Section (B)(2) and (C) compliance with, and subject to, the terms and conditions of this Award Agreement, one-third (33 1/3%) of the RSUs shall vest on March 1, 2017, March 1, 2018, and March 1, 2019 (each a “Vesting Date”).
(2) As promptly as practicable following the end of each fiscal year in the 2016 through 2018 “Performance Period” (each such fiscal year, a “Measurement Year”), the Committee shall determine whether the Company’s Capital Ratio (as defined below) met or exceeded the applicable minimum for well-capitalized banks as established by the Federal Reserve for the Measurement Year most recently completed (the “Performance Requirement”). If the Performance Requirement was not met for that Measurement Year, the Committee may cancel all or a portion of the RSUs that otherwise would have vested on the immediately following Vesting Date, after taking into account such factors as (i) the magnitude of the Capital Ratio below the minimum, (ii) the Participant’s degree of involvement (including the degree to which the Participant was involved in decisions that are determined to have contributed to a Capital Ratio below the minimum), (iii) the Participant’s performance and (iv) such other factors as deemed appropriate. Any such determination will be in the sole discretion of the Committee and will be final and binding. “Capital Ratio” means, with respect to each fiscal year, the Company’s Common Equity Tier 1 capital ratio, as shown on the Company’s consolidated financial statements for such fiscal year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee in its sole discretion.
Vesting and Settlement of RSUs. (1) Subject to the Participant’s continued employment with the Company and its Affiliates (the “Company Group”), fifty percent (50%) of the RSUs shall vest on the one-year anniversary of the Date of Retention Award and the remaining fifty percent (50%) of the RSUs shall vest on the three-year anniversary of the Date of the Retention Award (each a “Vesting Date”).
(2) Each vested RSU shall be settled through the delivery of one Share within forty-five (45) days following the applicable Vesting Date (each a “Settlement Date”).
(3) The Shares delivered to the Participant on the applicable Settlement Date (or such earlier date determined in accordance with Section (C)) shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name.
(4) If, after the Date of Retention Award and prior to the applicable Vesting Date, dividends with respect to Shares are declared or paid by the Company, the Participant shall be entitled to receive dividend equivalents in an amount, without interest, equal to the cumulative dividends declared or paid on a Share, if any, during such period multiplied by the number of unvested RSUs. The dividend equivalents in respect of vested RSUs shall be paid in cash or Shares, as applicable, on the Settlement Date. If the Participant’s employment with the Company Group terminates prior to an applicable Settlement Date for any reason set forth in Section (C)(1) and (C)(2) of this Retention Award Agreement or if a Change of Control occurs, the Participant shall be entitled to receive all accrued and unpaid dividend equivalents at the time the RSUs are settled in accordance with Sections (C)(1), (C)(2) or (D), as applicable. If the Participant’s employment terminates prior to an applicable Settlement Date for any reason set forth in Section (C)(3), any accrued and unpaid dividend equivalents shall be forfeited.
(5) In the sole discretion of the Committee, in lieu of the delivery of Shares, the RSUs, and any dividend equivalents payable in Shares, may be settled through a payment in cash equal to the Fair Market Value of the applicable number of Shares, determined on the applicable Vesting Date or, in the case of settlement in accordance with Sections (C)(1), (C)(2) or (D), as applicable, the date of the Participant’s Separation from Service or the effective date of the Change of Control. Settlement under this Section (B)(5) shall be made at the time specified under Sections (B)(2), (B)...
Vesting and Settlement of RSUs. (a) The RSUs are fully vested as of the Effective Date. The Board has taken irrevocable action, effective as of the Effective Date, to terminate and liquidate this Agreement in accordance with Section 409A of the Code, including all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), and Participant’s right to settlement of the RSUs in connection with such termination shall be as provided below.
(b) All vested RSUs shall be settled within thirty (30) days following the date that is twelve (12) months following the Effective Date (such date, the “Payment Date”). Notwithstanding the foregoing, as required by Section 409A, any vested RSUs that would otherwise be settled under the terms of the Prior Agreement as in effect immediately prior to the Effective Date, upon a date earlier than the Payment Date (i.e., assuming no action had been taken to accelerate the vesting or terminate and liquidate the RSUs, as provided herein) shall be settled in accordance with such terms; provided that, any such provisions that relate to a “Qualified IPO” shall no longer be applicable. All payments under this Agreement shall be made in a manner that complies with the requirements of Section 409A.
(c) On the Payment Date, sixty percent (60%) of the RSUs shall be settled through the issuance of one Share for each vested RSU, and (ii) forty percent (40%) of the RSUs shall be settled through a cash payment equal to the Fair Market Value of one Share for each vested RSU. The Participant shall not have the rights of a stockholder of the Company with respect to any vested RSUs unless and until Shares are issued to the Participant in accordance with this Section 2(c).
Vesting and Settlement of RSUs. The RSU acquired hereunder shall vest in accordance with the provisions of this Article I, Section 1.6 and applicable provisions of the Plan, as follows: • 25% of the RSUs vest on February 19, 2021 • an additional 25% of the RSUs vest on February 19, 2022; • an additional 25% of the RSUs vest on February 19, 2023; and • the final 25% of the RSUs vest on February 19, 2024. Notwithstanding the foregoing, no RSU shall vest on any vesting date specified above unless: (A) the Participant is then, and since the Award Date has continuously been, employed or retained by the Company or an Affiliate (subject to Sections 2.2 and 2.3); and (B) the Participant has fulfilled the obligations specified in Section 1.9 below. Upon vesting, each RSU shall entitle Participant to receive one share of Stock (subject to adjustment under the Plan). Vested RSUs shall be settled in shares of Stock (or, in the discretion of the Administrator, in cash equal to the Fair Market Value thereof). Subject to Section 2.12, settlement and delivery of the applicable number of shares of Stock (or cash equivalent, if applicable) shall be made as soon as practicable following vesting, but in no event later than 30 days after the applicable vesting date. No fractional shares of Stock shall be issued pursuant to this Agreement.
Vesting and Settlement of RSUs. Except as provided otherwise in Article 13 of the Plan and Sections 1 or 2 of this Annex A, the RSUs shall vest in accordance with the Vesting Schedule set forth in the Restricted Stock Unit Agreement. Any RSUs that do not vest shall be forfeited. The Company will settle RSUs that vest as soon as administratively practicable following the date on which the RSUs vest, but no later than March 15 of the calendar year following the calendar year in which the RSUs vest, by issuing one Share for each vested RSU.
Vesting and Settlement of RSUs. (1) The Period of Restriction applicable to the entire RSU grant shall commence on the Date of Award. Subject to the Participant’s continued employment with the Company or an Affiliate (the “Company Group”), the RSUs shall vest, and the Period of Restriction shall lapse, in equal installments on each of the first, second and third anniversaries of the Date of Award (each such anniversary, a “Vesting Date”). Any RSUs as to which the Period of Restriction has not lapsed prior to the date of the Participant’s Termination of Service shall be immediately forfeited, except as otherwise provided in Section (C) below.
(2) Each vested RSU shall be settled through the delivery of one Share no later than the last business day of the month in which the Vesting Date occurs (the “Settlement Date”).
(3) The Shares delivered to the Participant on the Settlement Date (or such earlier date determined in accordance with section (D)) shall not be subject to contractual transfer restrictions (other than as provided in Sections (F)(2) and (F)(7) below, in the Plan and pursuant to the Company’s xxxxxxx xxxxxxx policies) and shall be fully paid, non-assessable and registered in the Participant’s name.
Vesting and Settlement of RSUs. Subject to the terms and conditions set forth in this Agreement and the Plan, the RSUs granted hereby shall vest in accordance with the following schedule: RSUs will vest over a three-year period from January 1, 2019, with RSUs vesting with respect to 162,550 Shares on July 1, 2020, and the remaining RSUs vesting in equal quarterly installments thereafter until such RSUs are vested in full on January 1, 2022. The Company shall deliver one Share for each RSU as soon as practicable (and in no event more than 30 days) after vesting of such RSU. The Shares as to which the RSUs are settled shall be registered in the Company’s share register in the name of the Participant and shall be delivered as provided above to the Participant. All Shares that shall be acquired upon the settlement of the RSUs as provided herein shall be fully paid and nonassessable. The foregoing rights are cumulative and are subject to the other terms and conditions of this Agreement and the Plan.
Vesting and Settlement of RSUs. The RSUs may be settled by delivering to the Grantee or his or her Beneficiary, as applicable, either, as determined by the Company in its sole discretion, (a) an amount of cash equal to the Fair Market Value of a Share as of the Vesting Date multiplied by the number of Shares underlying the RSUs held by the Grantee (or a specified portion of the RSUs in the event of any partial vesting), or (b) a number of Shares equal to the whole number of Shares underlying the RSUs then held by the Grantee (or a specified portion of the RSUs in the event of any partial vesting). The date on which the Company pays cash or issues Shares to the Grantee in connection with vesting of an RSU is the settlement date. Except as specifically provided elsewhere under the Plan or in this RSU Award Agreement, the restrictions on the RSUs will lapse and the RSUs will be vested in accordance with the schedule set forth below:
Vesting and Settlement of RSUs. (1) The Period of Restriction applicable to the entire RSU grant shall commence on the Date of Award. Subject to the Participant’s continued employment with the Company or an Affiliate (the “Company Group”), the RSUs shall vest, and the Period of Restriction shall lapse, in equal installments on each of the first, second and third anniversaries of the Date of Award (each such anniversary, a “Vesting Date”). Any RSUs as to which the Period of Restriction has not lapsed prior to the date of the Participant’s Termination of Service shall be immediately forfeited.
(2) Each vested RSU shall be settled through the delivery of one Share no later than the last business day of the month in which the Vesting Date occurs (or as soon as administratively practicable thereafter, but in no event later than March 15th of the calendar year immediately following the calendar year in which the vesting date occurs (the “Settlement Date”)).
(3) The Shares delivered to the Participant on the Settlement Date (or such earlier date determined in accordance with section (D)) shall not be subject to contractual transfer restrictions (other than as provided in Sections (F)(2) and (F)(7) below and in the Plan) the Company’s xxxxxxx xxxxxxx policies) and shall be fully paid, non-assessable and registered in the Participant’s name.
Vesting and Settlement of RSUs. The RSU acquired hereunder shall vest in accordance with theprovisions of this Article I, Section 1.6 and applicable provisions of the Plan, as follows: ⮚ 25% of the RSUs vest on and after February 19, 2019; ⮚ an additional 25% of the RSUs vest on and after February 19, 2020; ⮚ an additional 25% of the RSUs vest on and after February 19, 2021; and ⮚ the final 25% of the RSUs vest on and after February 19, 2022.
