Common use of Vesting Schedule and Forfeiture Provisions Clause in Contracts

Vesting Schedule and Forfeiture Provisions. (a) Subject to the Associate’s continued employment with the Company, its Subsidiaries or a Designated Associate Company through the applicable vesting date, the RSUs shall vest according to the vesting schedule that is set forth in a schedule set forth below and become payable in accordance with Section 3.1 and Section 3.2(h) below. Date RSUs Become Vested Percentage of Shares (b) In the event of the Associate’s Termination of Service with the Company or any Subsidiary or Designated Associate Company, any unvested RSUs will be forfeited immediately by the Associate, subject to, and except as otherwise specified in and subject to, the terms and conditions of Sections 3.1(c) to 3.1(d) below. (c) In the event of the Associate’s Termination of Service (i) as a result of death or Permanent Disability; (ii) for any reason other than for Good Cause; or (iii) resignation for Good Reason, the RSUs shall become fully vested with respect to all Shares underlying such RSUs on the Termination Date. (d) In the event of the Associate’s Termination of Service for reasons other than Cause or the reasons set forth in Sections 3.1(c) through 3.1(d) above, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of the RSUs. If no determination is made as of the Termination Date, then the RSUs shall, to the extent not then vested, be immediately forfeited by the Associate. (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date for purposes of this Section 3.1 and the Agreement will be the later of (i) the last day of the Associate’s active employment with the Company, its Subsidiaries or any Designated Associate Company or (ii) the last day of any notice period or garden leave, as provided for under the Associate’s employment or service contract or local law; provided, however, that in the case of U.S. taxpayers, the Termination Date shall mean a date that will allow the RSU to comply with Section 409A of the Code. (f) The Associate agrees to execute and deliver or electronically accept, in the manner and within the period specified in the Associate’s online account with the Company’s designated broker/stock plan administrator or the Agreement including any applicable schedules thereto. (g) The Committee may, in its sole discretion, cancel the RSUs if the Associate fails to execute and deliver or electronically accept the Agreement and documents within the period set forth in Section 3.1(f). (h) Shares subject to RSUs that vest shall be delivered within one month following the applicable vesting date; provided, however, that if the RSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”) as determined in the sole discretion of the Company and the Participant is a U.S. Taxpayer, the RSUs shall be settled on a date within 30 days of the earliest to occur of (i) the applicable vesting date set forth in Section 3.1(a), (ii) the Associate’s “separation from service” within the meaning of Section 409A of the Code, (iii) the Associate’s death and (iii) a “change in control event” within the meaning of U.S. Treas. Regs § 1..409A-3(i)(5) . In addition, if the RSUs are Deferred Compensation, the RSUs are settled upon the Participant’s separation from service, and the Participant is a U.S. Taxpayer and a “specified employee,” within the meaning of Section 409A of the Code, on the date the Participant experiences a separation from service, then the RSUs shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A of the Code.

Appears in 1 contract

Samples: Time Based Restricted Share Unit Award Agreement (Willis Group Holdings PLC)

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Vesting Schedule and Forfeiture Provisions. (a) Subject to the Associate’s continued employment with the Company, its Subsidiaries or any Subsidiary or a Designated Associate Company through the applicable vesting date, the RSUs shall vest according to the vesting schedule that is set forth in a schedule set forth below to the Agreement or provided to the Associate through the Associate’s online account with the Company’s designated broker/stock plan administrator, and become payable in accordance with Section 3.1 and Section 3.2(h3.2(i) below. Date RSUs Become Vested Percentage of Shares. (b) In the event of the Associate’s Termination of Service with the Company or any Subsidiary or Designated Associate Company, any unvested RSUs will be forfeited immediately by the Associate, subject to, and except as otherwise specified in and subject to, the terms and conditions of Sections 3.1(c) to 3.1(d3.1(f) below. (c) In the event of the Associate’s Termination of Service (i) as a result of death or Permanent Disability; (ii) for any reason other than for Good Cause; or (iii) resignation for Good Reason, the RSUs shall become fully vested with respect to all Shares underlying such RSUs on the Termination Date. (d) In the event of the Associate’s Termination of Service for reasons other than Cause death, Permanent Disability or the reasons set forth in Sections 3.1(c) through 3.1(d) aboveCause, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of the RSUs. If no determination is made as of the Termination Date, then the RSUs shall, to the extent not then vested, be immediately forfeited by the Associate. (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date for purposes of this Section 3.1 and the Agreement will be the later of (i) the last day of the Associate’s active employment with the Company, its Subsidiaries or any Designated Associate Company or (ii) the last day of any notice period or garden leave, as provided for under the Associate’s employment or service contract or local law; provided, however, that in the case of U.S. taxpayers, the Termination Date shall mean a date that will allow the RSU RSUs to comply with be exempt from Section 409A of the CodeCode under the “short-term deferral exemption.” (f) In the event of a Change of Control, the RSUs shall not automatically vest and the Committee shall have the sole discretion to accelerate the vesting of the RSUs without regard to whether the RSUs are assumed or substituted by a successor company. (fg) The Associate agrees to execute and deliver or electronically accept, in the manner and within the period specified in the Associate’s online account with the Company’s designated broker/stock plan administrator or administrator, the Agreement including any applicable schedules thereto. (gh) The Committee may, in its sole discretion, cancel the RSUs if the Associate fails to execute and deliver or electronically accept the Agreement and documents within the period set forth in Section 3.1(f3.1(g). (hi) Shares subject to RSUs that vest shall be delivered within one month following the applicable vesting date; provided, however, that if the RSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”) as determined in the sole discretion of the Company and the Participant is a U.S. Taxpayer, the RSUs shall be settled on a date within 30 days of the earliest to occur of (i) the applicable vesting date set forth in Section 3.1(a), (ii) the Associate’s “separation from service” within the meaning of Section 409A of the Code, (iii) the Associate’s death and (iii) a “change in control event” within the meaning of U.S. Treas. Regs § 1..409A-3(i)(5) . In addition, if the RSUs are Deferred Compensation, the RSUs are settled upon the Participant’s separation from service, and the Participant is a U.S. Taxpayer and a “specified employee,” within the meaning of Section 409A of the Code, on the date the Participant experiences a separation from service, then the RSUs shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A of the Code.

Appears in 1 contract

Samples: Time Based Restricted Share Unit Award Agreement

Vesting Schedule and Forfeiture Provisions. (a) Subject to the Associate’s continued employment with the Company, its Subsidiaries or a Designated Associate Company through the applicable vesting date, the RSUs shall vest according to the vesting schedule that is set forth in a schedule set forth below Schedule to the Agreement or provided to the Associate through the Associate’s online account with the Company’s designated broker/stock plan administrator, and become payable in accordance with Section 3.1 and Section 3.2(h) 3.2 below. Date RSUs Become Vested Percentage of Shares. (b) In the event of the Associate’s Termination of Service with the Company Company, its Subsidiaries or any Subsidiary or Designated Associate Company, any unvested RSUs will be forfeited immediately by the Associate, subject to, and except as otherwise specified in and subject towithin, the terms and conditions of Sections 3.1(c) to 3.1(d3.1(f) below. (c) In the event of the Associate’s Termination of Service (i) as a result of death or Permanent Disability; (ii) for any reason other than for Good Cause; or (iii) resignation for Good Reason, the RSUs shall become fully vested with respect to all Shares underlying such RSUs on the Termination Date. (d) In the event of the Associate’s Termination of Service for reasons other than Cause death, Permanent Disability or the reasons set forth in Sections 3.1(c) through 3.1(d) aboveCause, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of the RSUs. If no determination is made as of the Termination Date, then the RSUs shall, to the extent not then vested, be immediately forfeited by the Associate. (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date for purposes of this Section 3.1 and the Agreement will be the later of (i) the last day of the Associate’s active employment with the Company, its Subsidiaries or any Designated Associate Company or (ii) the last day of any notice period or garden leave, as provided for under the Associate’s employment or service contract or local law; provided, however, that in the case of U.S. taxpayers, the Termination Date shall mean a date that will allow the RSU to comply with be exempt from Section 409A of the CodeCode under the “short-term deferral exception”. (f) In the event of a Change of Control, the RSUs shall not automatically vest and the Committee shall have the sole discretion to accelerate the vesting of the RSUs without regard to whether the RSUs are assumed or substituted by a successor company. (g) The Associate agrees to execute and deliver or electronically accept, in the manner and within the period specified in the Associate’s online account with the Company’s designated broker/stock plan administrator or administrator, the Agreement including any applicable schedules Schedules thereto. (gh) The Committee may, in its sole discretion, cancel the RSUs if the Associate fails to execute and deliver or electronically accept the Agreement and documents within the period set forth in Section 3.1(f3.1(g). (hi) Shares subject to RSUs that vest shall be delivered within one month following the applicable vesting date; provided, however, that if the RSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”) as determined in the sole discretion of the Company and the Participant is a U.S. Taxpayer, the RSUs shall be settled on a date within 30 days of the earliest to occur of (i) the applicable vesting date set forth in Section 3.1(a), (ii) the Associate’s “separation from service” within the meaning of Section 409A of the Code, (iii) the Associate’s death and (iii) a “change in control event” within the meaning of U.S. Treas. Regs § 1..409A-3(i)(5) . In addition, if the RSUs are Deferred Compensation, the RSUs are settled upon the Participant’s separation from service, and the Participant is a U.S. Taxpayer and a “specified employee,” within the meaning of Section 409A of the Code, on the date the Participant experiences a separation from service, then the RSUs shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A of the Code.

Appears in 1 contract

Samples: Time Based Restricted Share Unit Award Agreement (Willis Group Holdings PLC)

Vesting Schedule and Forfeiture Provisions. (a) Subject to the Associate’s continued employment with the Company, its Subsidiaries or any Subsidiary or a Designated Associate Company through the applicable vesting date, the RSUs shall vest according to the vesting schedule that is set forth in a schedule set forth below to the Agreement or provided to the Associate through the Associate’s online account with the Company’s designated broker/stock plan administrator, and become payable in accordance with Section 3.1 and Section 3.2(h3.1(k) below. Date RSUs Become Vested Percentage of Shares. (b) In the event the vesting date falls on a date when the Company determines that the Associate is not permitted to sell Shares on the open market for any reason, including under the Company’s Xxxxxxx Xxxxxxx Policy (or any successor policy), then such vesting date instead shall be the later of: (i) the next business day of the next occurring open “window period” applicable to the Associate or (ii) the next business day when the Company determines that the Associate is not prohibited from selling Shares on the open market. (c) In the event of the Associate’s Termination of Service with the Company or any Subsidiary or Designated Associate Company, any unvested RSUs will be forfeited immediately by the Associate, subject to, and except as otherwise specified in and subject to, the terms and conditions of Sections 3.1(c3.1(d) to 3.1(d3.1(g) below. (cd) In the event of the Associate’s Termination of Service (i) as a result of death or Permanent Disability(i) death; (ii) for any reason other than for Good CausePermanent Disability; or (iii) within two years of a Change of Control, (x) a termination by the Employer without Good Cause [or Cause] or (y) a resignation for Good ReasonReason by the Associate, the RSUs shall become fully vested with respect to all Shares underlying such RSUs on the Termination Date. (de) If the event of the Associate’s Termination of Service prior to, or more than two (2) years after, a Change of Control due to (i) a termination by the Employer without Good Cause [or Cause], (ii) resignation for Good Reason by the Associate, the Associate shall vest immediately on the date of the Termination of Service in such number of RSUs that would have vested as of the date of the Termination of Service after giving effect to service vesting credit equal to an additional twelve (12) months. If, after giving effect to the service vesting credit provided under this Section 3.1(e), the Associate is not deemed to have satisfied the requirement of continued employment through one or more of the applicable vesting dates pursuant to Section 3.1(a), any unvested RSUs shall be forfeited as of the date of Termination of Service. (f) In the event of the Associate’s Termination of Service for reasons other than a Termination by the Employer for Good Cause [or Cause] or the reasons set forth in Sections 3.1(c) through 3.1(d) aboveor 3.1(e), the Committee may, in its sole discretion, accelerate the vesting of all or a portion of the RSUs. If no determination is made as of the Termination Date, then the RSUs shall, to the extent not then vested, be immediately forfeited by the Associate. (eg) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date for purposes of this Section 3.1 and the Agreement will be the later of (i) the last day of the Associate’s active employment with the Company, its Subsidiaries or any Designated Associate Company or (ii) the last day of any notice period or garden leave, as provided for under the Associate’s employment or service contract or local law; provided, however, that in the case of U.S. taxpayers, the Termination Date shall mean a date that will allow the RSU to comply with Section 409A of the Code. (fh) Except as otherwise set forth in Section 3.1(d) above, in the event of a Change of Control, the RSUs shall not automatically vest and the Committee shall have the sole discretion to accelerate the vesting of the RSUs without regard to whether the RSUs are assumed or substituted by a successor company. (i) The Associate agrees to execute and deliver or electronically accept, in the manner and within the period specified in the Associate’s online account with the Company’s designated broker/stock plan administrator or administrator, the Agreement including any applicable schedules thereto. (gj) The Committee may, in its sole discretion, cancel the RSUs if the Associate fails to execute and deliver or electronically accept the Agreement and documents within the period set forth in Section 3.1(f3.1(i). (hk) Shares subject to RSUs that vest shall be delivered within one month following the applicable vesting date; provided, however, that if the RSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”) as determined in the sole discretion of the Company and the Participant is a U.S. Taxpayer, the RSUs shall be settled on a date within 30 days of the earliest to occur of (i) the applicable vesting date set forth in Section 3.1(a), (ii) the Associate’s “separation from service” within the meaning of Section 409A of the Code, (iii) the Associate’s death and (iii) a “change in control event” within the meaning of U.S. Treas. Regs § 1..409A-3(i)(5) 1.409A‑3(i)(5). In addition, if the RSUs are Deferred Compensation, the RSUs are settled upon the Participant’s separation from service, and the Participant is a U.S. Taxpayer and a “specified employee,” within the meaning of Section 409A of the Code, on the date the Participant experiences a separation from service, then the RSUs shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A of the Code.

Appears in 1 contract

Samples: Time Based Restricted Share Unit Award Agreement (Willis Towers Watson PLC)

Vesting Schedule and Forfeiture Provisions. (a) Subject to the AssociateExecutive’s continued employment with the Company, its Subsidiaries or a Designated Associate Company Xxxxxx Group through the applicable vesting datedate (set forth in the left column), the RSUs shall vest according to the vesting schedule that is set forth in a schedule set forth below as follows and become payable in accordance with Section 3.1 and Section 3.2(h) 3.2 below. Date RSUs Become Vested Percentage of Shares: (b) In the event of a termination of the AssociateExecutive’s Termination of Service employment with the Company or any Subsidiary or Designated Associate Company, Xxxxxx Group any unvested RSUs will be forfeited immediately by the AssociateExecutive, subject to, and except as otherwise specified in and subject towithin, the terms and conditions of Sections 3.1(c) to 3.1(d3.1(f) below. (c) In the event of a termination of the AssociateExecutive’s Termination of Service (i) employment as a result of death or Permanent Disability; (ii) for any reason other than for Good Cause; or (iii) resignation for Good Reason, the RSUs shall become fully vested with respect to all Shares underlying such RSUs on the Termination Datetermination date. (d) In the event of a termination of the AssociateExecutive’s Termination of Service employment for reasons other than Cause death, Permanent Disability or the reasons set forth in Sections 3.1(c) through 3.1(d) aboveCause, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of the RSUs. If no determination is made as of the Termination Datedate of termination, then the RSUs shall, to the extent not then vested, be immediately forfeited by the Associate.Executive. 4 (e) Unless otherwise determined by the Committee, in its sole discretion, the Termination Date termination date for purposes of this Section 3.1 and the Agreement will be the later of (i) the last day of the AssociateExecutive’s active employment with the Company, its Subsidiaries Company or any Designated Associate Company Subsidiary or (ii) the last day of any notice period or garden leave, as provided for under the AssociateExecutive’s employment or service contract or local law; provided, however, that in the case of U.S. taxpayers, the Termination Date shall mean a date that will allow the RSU to comply with Section 409A of the Code. (f) In the event of a Change of Control, the RSUs shall not automatically vest and the Committee shall have the sole discretion to accelerate the vesting of the RSUs without regard to whether the RSUs are assumed or substituted by a successor company. (g) The Associate Executive agrees to execute and deliver the following agreements or electronically accept, other documents in connection with the manner and grant of the RSUs within the period specified in set forth below: (i) the Associate’s online account with the Company’s designated broker/stock plan administrator or Executive must execute the Agreement including any applicable schedules theretoof Restrictive Covenants and Other Obligations pursuant to Article VI below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement; (ii) the Executive must execute the form of joint election as described in Schedule B for the United Kingdom and deliver it to his employing company within 45 days of the receipt of this Agreement; and (iii) the Executive must execute the Acceptance Form and deliver it to the Company within 45 days of the receipt of this Agreement. (gh) The Committee may, in its sole discretion, cancel the RSUs if the Associate Executive fails to execute and deliver or electronically accept the Agreement agreements and documents within the period set forth in Section 3.1(f3.1(g). (hi) Shares subject to RSUs that vest shall be delivered within one month following the applicable vesting date; provided, however, that if the RSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”) as determined in the sole discretion of the Company and the Participant is a U.S. Taxpayer, the RSUs shall be settled on a date within 30 days of the earliest to occur of (i) the applicable vesting date set forth in Section 3.1(a), (ii) the Associate’s “separation from service” within the meaning of Section 409A of the Code, (iii) the Associate’s death and (iii) a “change in control event” within the meaning of U.S. Treas. Regs § 1..409A-3(i)(5) . In addition, if the RSUs are Deferred Compensation, the RSUs are settled upon the Participant’s separation from service, and the Participant is a U.S. Taxpayer and a “specified employee,” within the meaning of Section 409A of the Code, on the date the Participant experiences a separation from service, then the RSUs shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A of the Code.

Appears in 1 contract

Samples: Restricted Share Unit Award Agreement (Willis Group Holdings PLC)

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Vesting Schedule and Forfeiture Provisions. (a) Subject to the Associate’s continued employment with the Company, its Subsidiaries or a Designated Associate Company Xxxxxx Group through the applicable vesting datedate and the terms of the Employment Agreement, the RSUs shall vest according to the vesting schedule that is set forth in a schedule set forth below and become payable in accordance with Section 3.1 and Section 3.2(h) below. as follows: Date RSUs Become Vested Percentage of SharesShares as to which RSUs Become Vested [_______] anniversary of the Grant Date [_______]% [_______] anniversary of the Grant Date [_______]% (b) In the event of the Associate’s Termination of Service with the Company or any Subsidiary or Designated Associate Company, any unvested RSUs will be forfeited immediately by the Associate, subject to, and except as otherwise specified in and subject to, the terms and conditions of Sections 3.1(c) to 3.1(d) below. (c) In the event a termination of the Associate’s Termination of Service (i) as a result of employment with the Xxxxxx Group due to death or Permanent Disability; (ii) for any reason other than for Good Cause; or (iii) resignation for Good Reason, the RSUs shall become fully vested with respect to all Shares underlying such RSUs. (c) In the event of a termination of the Associate’s employment with the Xxxxxx Group by the Company without Cause, by the Associate for Good Reason, or by the Company by delivering a notice of non-renewal to the Associate prior to the end of the Initial Term or first Renewal Term, the Associate shall be treated as having an additional twelve (12) months of employment as of the date of termination and, if more favorable to the Associate in terms of the number of RSUs that vest in connection with the termination of employment, the RSUs shall be treated as having an employment-based vesting requirement (in lieu of the employment-based vesting requirements set forth in Section 3.1(a) above) of one-third (1/3rd) of the total Shares underlying the RSUs on each of the Termination Datefirst three (3) anniversaries of the Grant Date and a deemed Grant Date of April 30th in the year of grant, if earlier than the actual Grant Date in such year. (d) In the event of a termination of the Associate’s Termination employment with the Xxxxxx Group by the Company without Cause, by the Associate for Good Reason, or by the Company by delivering a notice of Service for reasons other than Cause non-renewal to the Associate prior to the end of the Initial Term or first Renewal Term, in each case within two (2) years following a Change of Control, the reasons RSUs shall become fully vested with respect to all Shares underlying such RSUs. (e) In the event of a termination of the Associate’s employment with the Xxxxxx Group by concurrent with or after the expiration of the Term (as defined in the Employment Agreement), the Associate shall be treated as having an additional twenty four (24) months of employment as of the date of termination and, if more favorable to the Associate, the RSUs shall be treated as having an employment-based vesting requirement (in lieu of the employment-based vesting requirements set forth in Sections 3.1(c) through 3.1(dSection 3.1(a) above, the Committee may, in its sole discretion, accelerate the vesting ) of all or a portion one-third (1/3rd) of the RSUs. If no determination is made as total Shares underlying the RSUs on each of the Termination Datefirst three (3) anniversaries of the Grant Date and a deemed Grant Date of April 30th in the year of grant, then if earlier than the actual Grant Date in such year. (f) In the event of a termination of the Associate’s employment with the Xxxxxx Group by an employer in the Xxxxxx Group for Cause or by the Associate without Good Reason, any unvested RSUs shall, to the extent not then vested, will be immediately forfeited by the Associate. (eg) Unless otherwise determined by the CommitteeSubject to Section 3.1(d), in its sole discretionthe event of a Change of Control, the Termination Date for purposes of this Section 3.1 RSUs shall not automatically vest and the Agreement will be Committee shall have the later of (i) sole discretion to accelerate the last day vesting of the Associate’s active employment with RSUs without regard to whether the Company, its Subsidiaries RSUs are assumed or any Designated Associate Company or (ii) the last day of any notice period or garden leave, as provided for under the Associate’s employment or service contract or local law; provided, however, that in the case of U.S. taxpayers, the Termination Date shall mean substituted by a date that will allow the RSU to comply with Section 409A of the Codesuccessor company. (fh) The Associate agrees to execute and deliver or electronically accept, in the manner and within the period specified in the Associate’s online account with the Company’s designated broker/stock plan administrator or administrator, the Agreement including any applicable schedules Schedules thereto. (gi) The Committee may, in its sole discretion, cancel the RSUs if the Associate fails to execute and deliver or electronically accept the Agreement and documents applicable Schedules within the period set forth in Section 3.1(f3.1(h). (hj) Shares subject to RSUs that vest shall be delivered within one (1) month following the applicable vesting date; provided, however, that if the RSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”) as determined in the sole discretion of the Company and the Participant is a U.S. Taxpayer, the RSUs shall be settled on a date within 30 days of the earliest to occur of (i) the applicable vesting date set forth in Section 3.1(a), (ii) the Associate’s “separation from service” within the meaning of Section 409A of the Code, (iii) the Associate’s death and (iii) a “change in control event” within the meaning of U.S. Treas. Regs § 1..409A-3(i)(5) . In addition, if the RSUs are Deferred Compensation, the RSUs are settled upon the Participant’s separation from service, and the Participant is a U.S. Taxpayer and a “specified employee,” within the meaning of Section 409A of the Code, on the date the Participant experiences a separation from service, then the RSUs shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A of the Code.

Appears in 1 contract

Samples: Employment Agreement (Willis Group Holdings PLC)

Vesting Schedule and Forfeiture Provisions. (a) Subject to the Associate’s continued employment with the Company, its Subsidiaries or a Designated Associate Company through the applicable vesting date, the The RSUs shall vest according to become vested as follows provided that at the vesting schedule that date the Associate is set forth still in a schedule set forth below and become payable in accordance with Section 3.1 and Section 3.2(h) below. employment: Percentage of Shares as to which Date RSUs Become Vested Percentage of SharesRSUs Become Vested On [insert date] [insert]% On [insert date] [insert]% On [insert date] [insert]% (b) In The RSUs, to the event extent not vested, shall be forfeited immediately upon the termination of the Associate’s Termination of Service with the Company or any Subsidiary or Designated Associate Company, any unvested RSUs will be forfeited immediately by the Associateemployment, subject to, and except as otherwise specified in and subject towithin, the terms and conditions of Sections 3.1(c) to 3.1(d3.1(e) below. (c) In the event of a termination of the Associate’s Termination of Service (i) employment as a result of death or Permanent Disability; (ii) for any reason other than for Good Cause; or (iii) resignation for Good Reason, the RSUs shall become fully vested with respect to all Shares underlying such RSUs on the Termination DateRSUs. (d) In the event of a termination of the Associate’s Termination of Service employment for reasons other than Cause death, Permanent Disability or the reasons set forth in Sections 3.1(c) through 3.1(d) aboveCause, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of the RSUs. If no determination is made as of the Termination Datedate of termination, then the RSUs shall, to the extent not then vested, be immediately forfeited by the Associate. (e) Unless otherwise determined by In the Committee, in its sole discretionevent of a Change of Control, the Termination Date for purposes of this Section 3.1 RSUs shall not automatically vest and the Agreement will be Committee shall have the later of (i) discretion to accelerate the last day vesting of the Associate’s active employment with RSUs without regard to whether the Company, its Subsidiaries RSUs are assumed or any Designated Associate Company or (ii) the last day of any notice period or garden leave, as provided for under the Associate’s employment or service contract or local law; provided, however, that in the case of U.S. taxpayers, the Termination Date shall mean substituted by a date that will allow the RSU to comply with Section 409A of the Codesuccessor company. (f) The Associate agrees to execute and deliver the following agreements or electronically accept, other documents in connection with the manner and grant of the RSUs within the period specified in set forth below: (i) the Associate’s online account with the Company’s designated broker/stock plan administrator or Associate must execute the Agreement including any applicable schedules theretoof Restrictive Covenants and Other Obligations pursuant to Article VI below, if applicable, and deliver it to the Company within 45 days of the receipt of this Agreement; (ii) the Associate must execute the form of joint election as described in Schedule B for the United Kingdom and deliver it to his employing company within 45 days of the receipt of this Agreement; and (iii) the Associate must execute the RSU Award Agreement Acceptance Form and deliver to the Company within 45 days of the receipt of this Agreement. (g) The Committee may, in its sole discretion, cancel the RSUs if the Associate fails to execute and deliver or electronically accept the Agreement agreements and documents within the period set forth in Section 3.1(f3.1(h). (hi) Shares subject to RSUs that vest shall be delivered within one month following the applicable vesting date; provided, however, that if the RSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”) as determined in the sole discretion of the Company and the Participant is a U.S. Taxpayer, the RSUs shall be settled on a date within 30 days of the earliest to occur of (i) the applicable vesting date set forth in Section 3.1(a), (ii) the Associate’s “separation from service” within the meaning of Section 409A of the Code, (iii) the Associate’s death and (iii) a “change in control event” within the meaning of U.S. Treas. Regs § 1..409A-3(i)(5) . In addition, if the RSUs are Deferred Compensation, the RSUs are settled upon the Participant’s separation from service, and the Participant is a U.S. Taxpayer and a “specified employee,” within the meaning of Section 409A of the Code, on the date the Participant experiences a separation from service, then the RSUs shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A of the Code.

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (Willis Group Holdings PLC)

Vesting Schedule and Forfeiture Provisions. (a) Subject to the Associate’s Associates’ continued employment with the Company, its Subsidiaries or a Designated Associate Company Xxxxxx Group through the applicable vesting datedate (set forth in the left column), the RSUs shall vest according to the vesting schedule that is set forth in a schedule set forth below and become payable in accordance with Section 3.1 and Section 3.2(h) below. as follows: Date RSUs Become Vested Percentage of Sharesthat Become Vested On [INSERT DATE] [INSERT]% On [INSERT DATE] [INSERT]% On [INSERT DATE] [INSERT]% (b) In The RSUs, to the event extent not vested, shall be forfeited immediately upon the termination of the Associate’s Termination of Service with the Company or any Subsidiary or Designated Associate Company, any unvested RSUs will be forfeited immediately by the Associateemployment, subject to, and except as otherwise specified in and subject towithin, the terms and conditions of Sections 3.1(c) to 3.1(d3.1(e) below. (c) In the event of a termination of the Associate’s Termination of Service (i) employment as a result of death or Permanent Disability; (ii) for any reason other than for Good Cause; or (iii) resignation for Good Reason, the RSUs shall become fully vested with respect to all Shares underlying such RSUs on the Termination DateRSUs. (d) In the event of a termination of the Associate’s Termination of Service employment for reasons other than Cause death, Permanent Disability or the reasons set forth in Sections 3.1(c) through 3.1(d) aboveCause, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of the RSUs. If no determination is made as of the Termination Datedate of termination, then the RSUs shall, to the extent not then vested, be immediately forfeited by the Associate. (e) Unless otherwise determined by In the Committee, event of a Change of Control (as defined in its sole discretionthe Agreement), the Termination Date for purposes of this Section 3.1 RSUs shall not automatically vest and the Agreement will be Committee shall have the later of (i) discretion to accelerate the last day vesting of the Associate’s active employment with RSUs without regard to whether the Company, its Subsidiaries RSUs are assumed or any Designated Associate Company or (ii) the last day of any notice period or garden leave, as provided for under the Associate’s employment or service contract or local law; provided, however, that in the case of U.S. taxpayers, the Termination Date shall mean substituted by a date that will allow the RSU to comply with Section 409A of the Codesuccessor company. (f) The Associate agrees to execute and deliver the following agreements or electronically accept, other documents in connection with the manner and grant of the RSUs within the period specified in set forth below: (i) the Associate’s online account with the Company’s designated broker/stock plan administrator or Associate must execute the Agreement including any applicable schedules theretoof Restrictive Covenants and Other Obligations pursuant to Article VI below, if applicable, and deliver it to the Company within 45 days of the Grant Date; (ii) the Associate must execute the form of joint election as described in Schedule B for the United Kingdom and deliver it to his employing company within 45 days of the Grant Date; and (iii) the Associate must execute the RSU Award Agreement Acceptance Form and deliver to the Company within 45 days of the Grant Date. (g) The Committee may, in its sole discretion, cancel the RSUs if the Associate fails to execute and deliver or electronically accept the Agreement agreements and documents within the period set forth in Section 3.1(f). (h) Shares subject to RSUs that vest shall be delivered within one month following the applicable vesting date; provided, however, that if the RSUs are considered non-qualified deferred compensation subject to Section 409A of the Code (“Deferred Compensation”) as determined in the sole discretion of the Company and the Participant is a U.S. Taxpayer, the RSUs shall be settled on a date within 30 days of the earliest to occur of (i) the applicable vesting date set forth in Section 3.1(a), (ii) the Associate’s “separation from service” within the meaning of Section 409A of the Code, (iii) the Associate’s death and (iii) a “change in control event” within the meaning of U.S. Treas. Regs § 1..409A-3(i)(5) . In addition, if the RSUs are Deferred Compensation, the RSUs are settled upon the Participant’s separation from service, and the Participant is a U.S. Taxpayer and a “specified employee,” within the meaning of Section 409A of the Code, on the date the Participant experiences a separation from service, then the RSUs shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Section 409A of the Code.

Appears in 1 contract

Samples: Restricted Share Units Award Agreement (Willis Group Holdings PLC)

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