Form and Time of Payment of Prsus. (a) Payment for the PRSUs, after and to the extent they have Vested (“Vested PRSUs”), shall be made in the form of Common Stock. To the extent the PRSUs are Vested PRSUs on the dates set forth below and to the extent such Vested PRSUs have not previously been settled, the Company will settle such Vested PRSUs as follows: (i) As soon as administratively practicable following (but no later than thirty (30) days following) the date of the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code, payment of the Vested PRSUs shall be made to the Grantee; (ii) If the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code occurs prior to the Vesting of the PRSUs and the PRSUs Vest in accordance with an Individual Agreement, payment of the Vested PRSUs shall be made between March 1, 2021 and March 15, 2021; and (iii) On the date of a Change of Control, payment of the Vested PRSUs shall be made to the Grantee; provided, however, that if such Change of Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, the Grantee is entitled to receive the corresponding payment on the date that would have otherwise applied pursuant to this Section 6 as though such Change of Control had not occurred. (b) If the PRSUs become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, payment for the PRSUs shall be made on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Grantee’s “separation from service.” Notwithstanding the foregoing, if the Grantee dies following the Grantee’s “separation from service,” but before the six (6) month anniversary of the “separation from service,” then any payment delayed in accordance with this Section 6(b) will be payable as soon as administratively practicable after the date of the Grantee’s death. (c) Except to the extent provided by Section 409A of the Code and permitted by the Committee, no Common Stock may be issued to the Grantee at a time earlier than otherwise expressly provided in this Agreement. (d) The Company’s obligations to the Grantee with respect to the PRSUs will be satisfied in full upon the issuance of Common Stock corresponding to such PRSUs.
Appears in 1 contract
Sources: Performance Restricted Stock Units Award Agreement (Comscore, Inc.)
Form and Time of Payment of Prsus. (a) [Payment for the PRSUs, after and to the extent they have Vested become nonforfeitable (“Vested PRSUs”), shall be made in the form of Common Stock. To the extent the PRSUs are Vested PRSUs on the dates set forth in clauses (i) and (ii) below and to the extent such Vested PRSUs have not previously been settled, the Company PRSUs will settle such Vested PRSUs as followsbecome payable upon the earlier to occur of the following:
(i) As soon as administratively practicable following (but no later than thirty (30) days following) the date of the The Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code, payment of the Vested PRSUs shall be made to the Grantee;; or
(ii) If the Grantee’s The occurrence of a Change in Control, so long as such Change in Control qualifies as a “separation from servicechange in control event” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i409A(a)(2)(A)(v) of the Code occurs prior Code. Subject to Section 6(b) below, the Vesting date of the PRSUs and the PRSUs Vest in accordance with an Individual Agreement, payment settlement of the Vested PRSUs shall be made between March 1, 2021 and March 15, 2021; and
(iii) On the date of a Change of Control, payment of the Vested PRSUs shall be made to the Grantee; provided, however, that if such Change of Control would not qualify as a permissible date of distribution under Section 409A(a)(2)(A) of the Code and the regulations thereunder, and where Section 409A of the Code applies to such distribution, the Grantee is entitled to receive the corresponding payment on the date that would have otherwise applied become payable pursuant to this Section 6 6(a) shall be (A) as though such soon as administratively practicable following (but no later than 30 days following) the date of the Grantee’s separation from service, if the Vested PRSUs become payable pursuant to clause (i) above, or (B) the date of the occurrence of the Change of Control had not occurredin Control, if the Vested PRSUs become payable pursuant to clause (ii) above.
(b) If the PRSUs become payable on the Grantee’s “separation from service” with the Company and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Grantee is a “specified employee” as determined pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, then, to the extent necessary to comply with Section 409A of the Code, payment for the PRSUs shall be made on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Grantee’s “separation from service.” Notwithstanding the foregoing, if the Grantee dies following the Grantee’s “separation from service,” but before the six (6) six-month anniversary of the “separation from service,” then any payment delayed in accordance with this Section 6(b) will be payable as soon as administratively practicable after the date of the Grantee’s death.
] [(ca) Except Payment for the PRSUs, after and to the extent provided by they have Vested, shall be made in the form of shares of Common Stock. Payment of Vested PRSUs that Vest on or prior to [●] shall be made (i) on the first March 10 following the Vesting Date if the PRSUs vest in accordance with Section 5(a), (ii) as soon as practicable following the date that such PRSUs Vest if the PRSUs Vest in accordance with Section 5(c), but no later than March 15 of the calendar year following the calendar year in which the Change in Control occurs, and (iii) on the first March 10 following the end of the then-applicable Performance Period if the PRSUs vest in accordance with Section 5(d). Payment of Vested PRSUs that Vest during the Performance Period ending on [●] shall be made on [●]. If the date of settlement referenced in this Section 6(a) is not a trading day, then such settlement date shall be deemed to mean the first trading date after such date. For the avoidance of doubt, the PRSUs shall in all events be paid no later than required to satisfy the short-term deferral exemption under Section 409A of the Code and permitted by the Committee, no Common Stock may be issued to the Grantee at a time earlier than otherwise expressly provided in this AgreementCode.
] [(d) b)][(c)] The Company’s obligations to the Grantee with respect to the PRSUs will be satisfied in full upon the issuance or transfer of Common Stock corresponding to any such earned PRSUs.
Appears in 1 contract
Sources: Performance Restricted Stock Units Award Agreement (Comscore, Inc.)