Covered Award definition

Covered Award means an Award, other than an Option or other Award with an exercise price per Share not less than the Fair Market Value of a Share on the date of grant of such Award, to a Covered Employee, if it is designated as such by the Committee at the time it is granted. Covered Awards are subject to the provisions of Section 13 of this Plan.

Covered Award shall refer to:

Covered Award means an Award to a Covered Participant which is intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code.

Examples of Covered Award in a sentence

• The terms of this Section S-3 describe how a Change of Control will affect your Covered Award, as defined in Section S-2(a).

• In the event that your employment with the Company or an Affiliate terminates for Cause, your Covered Award will be forfeited immediately.

• If your separation agreement does not become final, the Performance Shares or Performance Units in your Covered Award will be forfeited.

• In the event you qualify for long-term disability benefits under a plan or arrangement offered by the Company or an Affiliate for its Employees, or under another plan or arrangement designated for this purpose by the Committee, then (subject to Section S-2(h), “Forfeiture Under Conditions Potentially Covered by Section 457A of the Code”) the Standard Terms will continue to apply to your Covered Award.

• To the extent that you are subject to the Ownership Guidelines as of the Grant Date, the Shares (or any applicable portion thereof) issuable to you upon the settlement of the RSUs will be subject to the Covered Award Share Retention Requirement set forth in the Ownership Guidelines (as in effect on the Grant Date) and, accordingly, such Shares (or applicable portion thereof) shall not be Transferred by you while subject to such retention requirements.

More Definitions of Covered Award

Covered Award means any Award granted under the Plan on or after December 18, 2005.

Covered Award means an Award made to a Covered Employee that is intended to meet the requirements of “qualified performance-based compensation” under Section 162(m) of the Code.

Covered Award means any Award granted under the Plan on or after November 28, 2005.

Covered Award means an Award (i) that will be paid to a Covered Employee, (ii) that the Committee expressly designates as performance-based compensation and intends to be fully deductible under Section 162(m) of the Code, and (iii) that will be paid following the shareholder approval required by Section 162(m)(4)(C)(ii) of the Code.

Covered Award means any equity award granted to the Award Recipient by the Company, whether such equity award was granted before, on, or after the Effective Date.

Covered Award means an award that is intended to qualify as "qualified performance-based compensation" as defined in the regulations promulgated under Code Section 162(m), or any successor statute. Any award under the EIP may be designated by the Plan Administrator as a Covered Award at the time

Covered Award means any of the following awards that are granted by the Company under its current incentive plan, or any similar incentive plan adopted by the Company in the future: (1) a stock option or stock appreciation right that is vested and unexercised at the time of (or that vests in connection with) the holder’s death, (2) a restricted stock award to the extent that it had not vested prior to the time of the holder’s death and to the extent that the underlying stock is held by the Company for the benefit of the holder (or held in book entry form by a Company recordkeeper for the holder’s benefit) if and when the stock vests, (3) a performance stock award or other type of performance based award to the extent that it had not been earned and paid prior to the time of the holder’s death, and (4) any similar award that had not been exercised or paid, as applicable, prior to the time of the holder’s death. Notwithstanding the foregoing, a Covered Award does not include: (1) any portion of such an award the payment of which has actually been deferred at the election of the holder under a Company deferral program, (2) any portion of a stock option that was exercised by the holder prior to his or her death, (3) restricted stock that vested prior to the time of the holder’s death, (4) vested stock or cash payments that had been delivered or made, as the case may be, to the holder prior to the time of his or her death, and (5) any other award that the Company determines and announces is not covered by this designation.