Deferred Stock Clause Samples
The Deferred Stock clause establishes the terms under which certain shares of stock are issued to shareholders but with restrictions on when they can be accessed or transferred. Typically, these shares may not vest or become fully owned by the recipient until specific conditions are met, such as the passage of time, achievement of performance milestones, or the occurrence of a liquidity event. This clause is commonly used to incentivize long-term commitment from employees or founders and to align their interests with the company's success, while also protecting the company from immediate dilution or unearned equity distribution.
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Deferred Stock. Subject to Section 409A of the Code to the extent applicable, Deferred Stock shall be subject to the terms, conditions, restrictions and limitations determined by the Committee, in its sole discretion, from time to time. A Participant who receives an Award of Deferred Stock shall be entitled to receive the number of shares of Common Stock allocable to his or her Award, as determined by the Committee in its sole discretion, from time to time, at the end of a specified deferral period determined by the Committee. Awards of Deferred Stock represent only an unfunded, unsecured promise to deliver shares in the future and do not give Participants any greater rights than those of an unsecured general creditor of the Company.
Deferred Stock. The number of shares of Deferred Stock subject to this Agreement shall be determined as of each Quarterly Grant Date and shall be equal to the ratio of (A) the aggregate value of the Director’s fees for the applicable calendar quarter to be paid in the form of Deferred Stock pursuant to Director’s election on Exhibit A attached hereto, to (B) the Fair Market Value per share of Stock as of such Quarterly Grant Date.
Deferred Stock. (a) Deferred Stock may be credited to a Key Employee either as an Award or as the result of an exercise or an Option or SAR or as payment for a Performance Unit. Deferred Stock shall be subject to a deferral period which shall mean a period commencing on the date the Award is granted and ending on such date or upon the achievement of such performance or other criteria as the Committee shall determine (the "Deferral Period"). The Committee may provide for the expiration of the Deferral Period in installments where deemed appropriate .
(b) Except as otherwise provided in this Section 8, no Deferred Stock credited to a Key Employee shall be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of during the Deferral Period; PROVIDED, HOWEVER, the Deferral Period for any Key Employee shall expire upon the Key Employee's death, Total Disability or retirement on or after age 65, or an earlier age with the consent of the Company, or upon some significant event, as determined by the Committee, including, but not limited to, a reorganization or the Company.
(c) At the expiration of the Deferral Period, the Key Employee shall be entitled to receive a certificate pursuant to Section 9 for the number of shares of Stock equal to the number of shares of Deferred Stock credited on his or her behalf. Amounts equal to any dividends declared during the Deferral Period with respect to the number of shares of Deferred Stock credited to a Key Employee shall be paid to such Key Employee within thirty (30) days after each dividend was declared unless, at the time of the Award the Committee determined that such dividends should be reinvested in additional shares of Deferred Stock, in which case additional shares of Deferred Stock shall be credited to the Key Employee based on the Stock's Fair Market Value at the time of each such dividend.
(d) If a Key Employee terminates employment with all Participating Companies for any reason before the expiration of the Deferral Period, all shares of Deferred Stock shall, unless the Committee otherwise determines, be forfeited by the Key Employee, and, in the case of Deferred Stock purchased through the exercise of an Option, the Company shall refund the purchase price paid on the exercise of the Option. Upon such forfeiture, such forfeited shares of Deferred Stock shall again become available for award under the Plan.
Deferred Stock. Other Stock-Based Awards.
Deferred Stock. Notwithstanding the forgoing provisions of this Section 4.2, in the case of Deferred Stock and any other Award that constitutes deferred compensation within the meaning of Code Section 409A, no payment or settlement of such Award shall be made pursuant to Section 4.2(b) or (c) hereof, unless the Corporate Transaction or the dissolution or liquidation of the Company, as applicable, constitutes a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company as described in Treasury Regulation Section 1.409A- 3(i)(5).
Deferred Stock. Executive has received full payment of all deferred shares of Common Stock described in Section 4.4(a) of the Prior Agreement.
Deferred Stock. As soon as administratively practicable after -------------- the Distribution Date, holders of Existing HMC Stock Awards of deferred shares shall have their accounts, determined as of the Distribution Date, treated as follows:
(1) the Existing HMC Stock Awards of each Retained Employee and Retained Individual will be adjusted to the number of Host REIT Stock with a total value based on the HMC Stock Price equal to the Aggregate Value of the shares credited to their accounts, and (2) the Existing HMC Stock Awards of each Crestline Employee will be assumed by the Crestline Comprehensive Stock Incentive Plan and credited to accounts under such plan, as appropriate, and will be adjusted to the number of shares of Crestline Common Stock with a total value based on the Crestline Stock Price equal to the Aggregate Value of the shares credited to their accounts.
Deferred Stock. The Committee is authorized to grant Deferred Stock to Participants, which are rights to receive Stock, cash, or a combination thereof at the end of a specified deferral period, subject to the following terms and conditions:
Deferred Stock. The Executive holds two awards of deferred stock of State Street Corporation, one for 176,000 shares of State Street Corporation common stock ("Stock") granted to the Executive in 1997 under the State Street Global Advisors Equity Compensation Plan (the "1996 Plan Award"), the other for 14,844 shares of Stock granted to the Executive in 2000 under the 1997 Equity Incentive Plan (the "1997 Plan Award"). In accordance with the terms of those awards, 105,600 of the shares subject to the 1996 Plan Award will be delivered to the Executive on or before January 15, 2002 following the Executive's retirement, and the shares subject to the 1997 Plan Award will be delivered to the Executive following his retirement as follows: 7,422 shares on or before October 15, 2005, and the remaining 7,422 shares on or before October 15, 2006. In lieu of the balance of the Executive's 1996 Plan Award (covering 70,400 shares), State Street will pay to the Executive on or before January 15, 2002, in consideration of, and subject to, the Executive's adherence to his commitments set forth in paragraph 7 below, a cash payment of $3,696,000.
Deferred Stock. Securities (other than Stock Options) that are convertible into or exchangeable for Stock on such terms and conditions as the Administrator determines.