Parent Restricted Stock Award definition
Examples of Parent Restricted Stock Award in a sentence
Any accrued but unpaid dividend equivalents with respect to any Parent Restricted Stock Award will be assumed and become an obligation with respect to the applicable converted Parent Restricted Stock Award.
Each Parent Restricted Stock Award corresponding to a Company Restricted Stock Award outstanding as of the date hereof shall, except as otherwise provided in this Section 3.2(a), be subject to substantially the same terms and conditions as applied to the corresponding Company Restricted Stock Award immediately prior to the Effective Time.
In the event that your employment is terminated either (a) by Quest without Cause, (b) by you for Good Reason, (c) as a result of your death or (d) as a result of your Permanent Disability, you shall be entitled to receive the Parent Restricted Stock Award at the time and to the extent that such amounts are payable to other participants in the program and subject to the satisfaction of the performance criteria for the award.
The Parent Restricted Stock Award shall vest and the restrictions thereon shall lapse, subject to (i) your continued employment with Quest or one of its Affiliates on the third anniversary of the date of grant and (ii) the achievement of performance metrics (as determined by Quest) relating to the effective integration and growth of the business for which you are responsible.
Following the Distribution Date, SpinCo shall be responsible for the payment or settlement of any accrued dividends with respect to Parent Restricted Stock Awards (or the SpinCo Restricted Stock Awards into which they were converted) held by SpinCo Employees, in accordance with the terms of the applicable Parent Restricted Stock Award.
Following the Distribution Date, Parent shall be responsible for the payment or settlement of any accrued dividends with respect to Parent Restricted Stock Awards held by Parent Employees, Former Parent Employees or Former SpinCo Employees, in accordance with the terms of the applicable Parent Restricted Stock Award.
The Parent Restricted Stock Award shall be granted pursuant to and subject to the terms of the Quest Diagnostics Employee Long-Term Incentive Plan (“ELTIP”) and a restricted stock award agreement to be entered into between Parent and you, using the basic form of equity grant document attached as Exhibit B revised as necessary to conform to the vesting and payment terms described herein.
The number of shares of Parent Common Stock in respect of each such Assumed Parent Restricted Stock Award shall be equal to (1) the number of shares of Company Common Stock subject to such Company Restricted Stock Award immediately prior to the Effective Time, multiplied by (2) the Stock Award Exchange Ratio, rounded to the nearest whole share.
If the Parent Restricted Stock Award is subject to performance vesting conditions, the performance goals shall be appropriately adjusted by the Parent Board or a committee thereof, provided that if the performance goals were achieved prior to the Effective Time, the earned Post-Separation Restricted Stock Award shall vest solely on the basis of time at the time(s) specified in the applicable award agreement.
Notwithstanding anything to the contrary in this Agreement, SpinCo Common Shares that are distributed in the Distribution in respect of a Parent Restricted Stock Award (all such SpinCo Common Shares taken together, the “Restricted SpinCo Common Shares”) shall be subject to the same vesting conditions as the underlying Parent Restricted Stock Award and shall vest immediately following the Effective Time (as defined in the Merger Agreement).