Form and Timing of Issuance or Transfer Clause Samples
Form and Timing of Issuance or Transfer. Notwithstanding Section 3(a) of the Agreement, if the Participant is resident or employed outside the United States, the Company, in its sole discretion, may provide for the settlement of the Additional RSUs in the form of:
(a) a cash payment (in an amount equal to the Fair Market Value of the Shares that corresponds with the number of vested Additional RSUs) to the extent that settlement in Shares (i) is prohibited under local law, (ii) would require the Participant, the Company or Constituent Company to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (or country of employment, if different), (iii) would result in adverse tax consequences for the Participant, the Company or Constituent Company or (iv) is administratively burdensome; or
(b) Shares, but require the Participant to sell such Shares immediately or within a specified period following the Participant’s termination of employment (in which case, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Shares on the Participant’s behalf).
Form and Timing of Issuance or Transfer. (a) The Company shall issue or cause there to be transferred to the Participant, twelve (12) months following the Date of Grant, a number of Shares equal to the aggregate number of RSUs granted to the Participant under this Agreement (as adjusted pursuant to the terms hereof, including Sections 4 and 12); provided, however, if the Participant’s service with the Company terminates due to the Participant’s death, the Company shall issue or cause to be transferred to the Participant’s estate a number of Shares equal to the aggregate number of RSUs granted to the Participant hereunder (as adjusted pursuant to the terms hereof, including Sections 4 and 12) as soon as practicable following such termination of service.
(b) Upon the issuance or transfer of Shares in accordance with Section 2(a) of this Agreement, the aggregate number of RSUs granted to the Participant under this Agreement shall be extinguished.
Form and Timing of Issuance or Transfer. (a) The Company shall issue or cause there to be transferred to the Participant, [_____number_____] months following the Date of Grant, a number of Shares equal to the aggregate number of RSUs granted to the Participant under this Agreement.
(b) Upon the issuance or transfer of Shares in accordance with Section 2(a) of this Agreement, a number of RSUs equal to the number of Shares issued or transferred to the Participant shall be extinguished.
Form and Timing of Issuance or Transfer. (a) On each Delivery Date, the Company shall issue or cause there to be transferred to the Participant a number of Shares equal to the number of Vested RSUs (as defined in Section 3(c)(iii) below) held by the Participant as of such date; provided, however, that:
(i) If the Participant’s Employment with the Company and its Affiliates is terminated (A) at any time due to the Participant’s death or Disability or (B) by the Participant for Good Reason (as defined in Section 3(c)(ii)) or by the Company and its Affiliates without Cause (as defined in Section 3(c)(i)), in either case, within the two-year period following a Change in Control, then 100% of the then outstanding RSUs which are Unvested RSUs shall vest and the Company shall issue or cause there to be transferred to the Participant the Shares underlying all RSUs then held by the Participant upon the date of such termination of Employment;
(ii) Except as otherwise provided in this Agreement, upon the termination of the Participant’s Employment with the Company or any Affiliate for any reason, any Unvested RSUs shall immediately terminate and be forfeited without consideration and no further Shares shall be delivered hereunder. provided, further, however, that, upon the issuance or transfer of Shares to the Participant, in lieu of a fractional Share, the Participant shall receive a cash payment equal to the Fair Market Value of such fractional Share.
(b) Upon each issuance or transfer of Shares in accordance with Section 3(a) of this Agreement, a number of RSUs equal to the number of Shares issued or transferred to the Participant shall be extinguished and shall cease to be outstanding.
(c) For purposes of this Agreement:
Form and Timing of Issuance or Transfer. (a) Unless the Committee permits the Participant to elect to defer the issuance or transfer of Shares under this Agreement pursuant to the terms and conditions established by the Committee in its sole discretion, the Company shall issue or cause there to be transferred to the Participant, [ number ] months following the Date of Grant, a number of Shares equal to the aggregate number of RSUs granted to the Participant under this Agreement.
(b) Upon the issuance or transfer of Shares in accordance with Section 2(a) of this Agreement, a number of RSUs equal to the number of Shares issued or transferred to the Participant shall be extinguished.
Form and Timing of Issuance or Transfer. (a) On each Delivery Date (or as soon as practicable thereafter), subject to Section 12 in respect of applicable tax withholding, the Company shall issue or cause there to be transferred to the Participant a number of Shares equal to the number of Vested RSUs (as defined in Section 3(c)(iii) below) held by the Participant as of such date; provided, however, that:
(i) If the Participant’s Employment with the Company and its Affiliates is terminated (A) at any time due to the Participant’s death or Disability or (B) by the Participant for Good Reason (as defined in Section 3(c)(ii)) or by the Company and its Affiliates without Cause (as defined in Section 3(c)(i)), in either case, within the two-year period following a Change in Control, then 100% of the then outstanding RSUs which are Unvested RSUs shall vest and the Company shall issue or cause there to be transferred to the Participant the Shares underlying all RSUs then held by the Participant upon the date of such termination of Employment;
(ii) Except as otherwise expressly provided in this Agreement, upon the termination of the Participant’s Employment with the Company or any Affiliate for any reason, any Unvested RSUs shall immediately terminate and be forfeited without consideration and no further Shares shall be delivered hereunder.
(b) Upon each issuance or transfer of Shares in accordance with Section 3(a) of this Agreement, a number of RSUs equal to the number of Shares issued or transferred to the Participant shall be extinguished and shall cease to be outstanding.
(c) For purposes of this Agreement:
Form and Timing of Issuance or Transfer. (a) Vested RSUs. Distribution of RSUs shall be made hereunder only in respect of vested RSUs, and shall be made in Shares on a one-for-one basis; provided, however, that in lieu of Shares, fractional vested RSUs shall be distributed to the Participant in cash based upon the Fair Market Value of a Share at the time of distribution.
Form and Timing of Issuance or Transfer. (a) The Company shall issue or cause there to be transferred to the Participant, on [the earli[er][est] of] the ___anniversary of the Date of Grant [[or][,] the first day of January following the Participant’s separation from service with the Board [or] the date of the occurrence of a “change in ownership or effective control” (as defined under Section 409A of the Code) of the Company1 (the “Delivery Date”), a number of Shares equal to the aggregate number of RSUs granted to the Participant under this Agreement.
(b) Upon each issuance or transfer of Shares in accordance with Section 3(a) of this Agreement, a number of RSUs equal to the number of Shares issued or transferred to the Participant shall be extinguished.
Form and Timing of Issuance or Transfer. (a) The Company shall issue or cause there to be transferred to the Participant, on the third anniversary of the Date of Grant, a number of Shares equal to the aggregate number of RSUs granted to the Participant under this Agreement.
(b) Notwithstanding Section 3(a), in the event of the Participant’s death or Disability, the Company shall issue or cause there to be transferred to the Participant the Shares underlying all of the RSUs granted hereunder within 90 days following the date of such death or Disability. The accelerated delivery provision under this Section 3(b) shall similarly apply to any other grant of restricted stock units previously made to the Participant by the Company which remain outstanding as of the Date of Grant.
(c) Upon each issuance or transfer of Shares in accordance with Section 3(a) or 3(b) of this Agreement, a number of RSUs equal to the number of Shares issued or transferred to the Participant shall be extinguished and shall cease to be outstanding.
Form and Timing of Issuance or Transfer