Vesting of Phantom Stock Units. The specified percentage of the Phantom Stock units subject to this Award, and not previously forfeited, shall vest, with such percentage considered satisfied to the extent such Phantom Stock units have previously vested, as follows:
Vesting of Phantom Stock Units. The specified percentage of the Phantom Stock units subject to this Award, and not previously forfeited, shall vest, with such percentage considered satisfied to the extent such Phantom Stock units have previously vested, as follows:
(a) Upon Grantee remaining continuously employed by the Corporation, including Subsidiaries, from the Date of Grant through the Vesting Date,
(i) For purposes of vesting under this Section 2(a), if such employment terminates as a result of termination of such employment (1) by the Corporation without “Cause” (as defined in the Employment Agreement) or (2) by the Grantee with “Good Reason” (as defined in the Employment Agreement) or (3) by reason of retirement of the Grantee with approval of the Board of Directors of the Corporation (the “Board”), subject to the timely execution and non-revocation of a release of claims as described in the Employment Agreement, each Phantom Stock unit subject to this Award, which unit has not previously been forfeited or vested, shall continue to vest under this Section 2(a) as if Grantee’s employment had not been terminated
(ii) If such employment terminates (1) as the result of Grantee’s death or (2) as the result of Grantee’s disability (meaning any physical or mental illness or injury that precludes Grantee from performing any job for which he is qualified and able to perform based upon his education, training or experience), subject to the timely execution and non-revocation of a release of claims as further described in the Employment Agreement, each Phantom Stock unit subject to this Award, which unit has not previously been forfeited or vested, immediately shall become fully vested.
(iii) If such employment terminates as a result of termination of such employment (1) by the Employee other than with “Good Reason” (as defined in the Employment Agreement) and other than by reason of retirement with the approval of the Board or (2) by the Corporation for “Cause” (as defined in the Employment Agreement), each Phantom Stock unit subject to this Award, which unit has not previously been forfeited or vested, shall expire and be forfeited immediately.
(iv) In the event that at a time when vesting would otherwise occur under this Section 2(a), Grantee is on an employer-approved, personal leave of absence, then, unless prohibited by law, vesting shall be postponed and shall not occur unless and until Grantee returns to active service in accordance with the terms of the approved personal leave of a...
Vesting of Phantom Stock Units. The phantom stock units shall vest in accordance with the schedule set forth below, provided in each case that the Grantee is then, and since the Grant Date has continuously been, employed by the Company or its Subsidiaries.
Vesting of Phantom Stock Units. The Grantee hereby accepts the award of Phantom Stock Units and Dividend Equivalents subject to the following:
Vesting of Phantom Stock Units. The specified percentage of the Phantom Stock units subject to this Award, and not previously forfeited, shall vest, with such percentage considered satisfied to the extent such Phantom Stock units have previously vested, as follows:
a. Upon Grantee continuously remaining an Independent Director through the date specified, Vesting Percentage Date 20% __________ ___, 2006 40% __________ ___, 2007 60% __________ ___, 2008 80% __________ ___, 2009 100% __________ ___, 2010
b. 100%, upon Grantee ceasing to continuously remain an Independent Director, provided such cessation constitutes a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), (i) after Grantee has attained age sixty-two (62) and has completed at least ten (10) years of continuous service as an Independent Director, (ii) on or after the date of the annual meeting of the shareholders of the Corporation coinciding with, or next following, Grantee’s attainment of age seventy (70), (iii) by reason of Grantee’s total and permanent disability within the meaning of Code Section 22 (e)(3), or (iv) by reason of Grantee’s death.
c. 100%, upon the occurrence of a Change in Control, provided such occurrence would satisfy the distribution requirements of Code Section 409A(a)(2)(A)(v).
Vesting of Phantom Stock Units. Phantom Stock units subject to this Award shall vest, as follows:
Vesting of Phantom Stock Units. The specified percentage of the Phantom Stock units subject to this Award, and not previously forfeited, shall vest, with such percentage considered satisfied to the extent such Phantom Stock units have previously vested, as follows:
(a) 100% upon Grantee remaining continuously employed by the Corporation, including Subsidiaries, until June 1, 2006. For purposes of vesting under this Section 2(a), if such employment terminates before June 1, 2006, and constitutes a “separation from service” under Code Section 409A, (i) as the result of Grantee’s death, or (ii) as the result of Grantee’s permanent and total disability within the meaning of Code Section 22(e)(3), 100% of the Phantom Stock units subject to this Award shall vest.
(b) 100%, if a Change in Control occurs after the Date of Award and, following such occurrence and before June 1, 2006, such employment is terminated involuntarily, and not for cause, by the Corporation, or employing Subsidiary, and constitutes a “separation from service” under Code Section 409A.
Vesting of Phantom Stock Units. The specified percentage of the Phantom Stock units subject to this Award, and not previously forfeited, shall vest, with such percentage considered satisfied to the extent such Phantom Stock units have previously vested, as follows:
a. Upon Grantee continuously remaining an Independent Director from the Date of Grant through .
b. 100%, upon Grantee ceasing to continuously remain an Independent Director, provided such cessation constitutes a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), (i) after Grantee has attained age sixty-two (62) and has completed at least ten (10) years of continuous service as an Independent Director (including, if applicable, continuous service as a member of the board of directors of Cinergy Corp.), (ii) on or after the date of the annual meeting of the stockholders of the Corporation coinciding with, or next following, Grantee’s attainment of age seventy (70), (iii) by reason of Grantee’s total and permanent disability within the meaning of Code Section 22(e)(3), or (iv) by reason of Grantee’s death.
c. 100%, upon the occurrence of a Change in Control, provided such occurrence would satisfy the distribution requirements of Code Section 409A(a)(2)(A)(v).
Vesting of Phantom Stock Units. Twenty-one thousand five hundred fifteen (21,515) Phantom Stock units subject to this Award shall be vested upon the Date of the Award. Except as otherwise provided herein, the remainder of the Phantom Stock units subject to this Award shall vest, as follows: 21,515 July 1, 2006 21,515 October 1, 2006 21,515 January 1, 2007 21,515 April 1, 2007 21,515 July 1, 2007 21,515 October 1, 2007 21,515 January 1, 2008 21,515 April 1, 2008 21,515 July 1, 2008 21,515 October 1, 2008 21,515 January 1, 2009 In the event that the Grantee’s continuous employment by the Company (including Subsidiaries) terminates by reason of death or disability (meaning any physical or mental illness or injury that precludes the Grantee from performing any job for which he is qualified and able to perform based upon his education, training or experience), any outstanding and unvested Phantom Stock Units subject to this Award shall immediately become vested. In the event that the Grantee’s continuous employment by the Company (including Subsidiaries) terminates for any other reason, a portion of each unvested Phantom Stock unit shall immediately vest, such portion to be equal to (i) the number of days elapsed at the time of termination (inclusive) in the vesting period not yet concluded at the time of termination divided by (ii) the number of days in the vesting period not yet concluded at the time of termination. Upon the termination of the Grantee’s continuous employment by the Company (including Subsidiaries), any fraction of an outstanding Phantom Stock unit that is vested shall be cancelled in exchange for a cash payment equal to the fair market value of such fraction of a Phantom Stock unit and any outstanding Phantom Stock units that are not vested (whether pursuant to the provisions of this paragraph or otherwise), and tandem Dividend Equivalents, shall be forfeited.
Vesting of Phantom Stock Units. Subject to the terms and conditions of this Agreement and the Plan, the Phantom Stock units shall vest in accordance with the vesting schedule set forth on Exhibit A hereto provided the Grantee remains a member of the Board until the applicable vesting dates listed on Exhibit A (or as otherwise provided in Section 5 of the Agreement).
